HomeMy WebLinkAboutInterlocal Agreements - 2013.06.13 - 6519
Memorandum
To: Pat Davis, Oakland County Corporation Counsel
CC: Deanna Fett-Hylla, Oakland County Corporation Counsel
From: Ida Herron – Clerk/Register of Deeds – Elections Division
Date: 12/3/2013
Re: MR #13154
Enclosed is a copy of the MR #13154 Department of Information Technology – Modifications to Comprehensive I.T. Services Interlocal Agreement. They have been sent to
the Office of the Great Seal.
If you have any questions, please call 248-858-9454.
Memorandum
To: Ed Sager – Information Technology
CC:
From: Ida Herron – Oakland County Clerk/Register of Deeds – Elections Division
Date: 12/3/2013
Re: MR #13154
On June 13, 2013 the Oakland County Board of Commissioners adopted Resolution #13154 – Department of Information Technology – Modifications to Comprehensive I.T. Services Interlocal Agreement is enclosed. They have been filed with the Office of the Great Seal.
If you have any questions, please call 248-858-9454.
December 3, 2013
Michigan Department of State Office of the Great Seal
108 South Washington Square, Suite 1 Lansing, MI 48918
Dear Office of the Great Seal:
On June 13, 2013, the Board of Commissioners for Oakland County entered into an agreement per MR #13154 – Department of Information Technology – Modifications to Comprehensive I.T. Services Interlocal Agreement.
As required by Urban Cooperation Act 7 of 1967 - MCL 124.510(4), a copy of the signed agreement with the
County of Oakland and the Charter Township of Royal Oak and the authorizing Board of Commissioners Resolution are enclosed for filing by your office.
Send confirmation of receipt of this agreement to:
Mr. Joseph Rozell, Director of Elections Oakland County Clerk/Register of Deeds
County Service Center, Building #12 East 1200 N. Telegraph Rd.
Pontiac, MI 48341
(Please include our Miscellaneous Resolution number on the confirmation of receipt letter for filing purposes.)
Contact our office at (248) 858-0564 if you have any questions regarding this matter.
Sincerely, COUNTY OF OAKLAND
Joseph J. Rozell
Director of Elections Cc: Pat Davis, Corporation Counsel, Oakland County
Deanna Fett-Hylla, Corporation Counsel, Oakland County Ed Sager, Oakland County Information Technology
Janice Brinkley, Clerk of Royal Oak Township Enclosures
Memorandum
To: Janice Brinkley, Clerk of Royal Oak Township
CC:
From: Ida Herron – Oakland County Clerk/Register of Deeds – Elections Division
Date: 12/3/2013
Re: MR #13154
On June 13, 2013 the Oakland County Board of Commissioners adopted Resolution #13154 – Department of Information Technology – Modifications to Comprehensive I.T. Services Interlocal Agreement. A copy of the agreement is enclosed. They have been filed with the
Office of the Great Seal. If you have any questions, please call 248-858-9454.
CHARTER TOWNSHIP OF ROYAL OAK
RESOLUTION 13- JJl
A Resolution Approving an Additional Property Tax Collection Procedure and
Entering into an E-Commerce Services Agreement between Oakland County
and the Charter Township of Royal Oak
WHEREAS, the Charter Township of Royal Oak pursuant to the General Property Tax Act
(MCL 211.1, et seq.) is required to collect and receive all current property taxes payments due on
taxable property located within its geographic boundaries, and
WHEREAS, the County of Oakland ("County") has developed an internet-based payn:ient
procedure that allows County taxpayers the convenience of using credit cards or electronic checks for
the payment 'of delinquent property taxes to the County Treasurer, and
WHEREAS, by utilizing essentially this same system and technology, the County has developed
a similar model program called =Tay Local Taxes.com" which the County is making available to
municipalities in Oakland County, and
WHEREAS, participating in the County's "Pay Local Taxesxom" program would allow the
Charter Township of Royal Oak taxpayers to utilize a similar internet based credit card paymert or
electronic check option for current property tax payments owed to the Charter Township of Royal Oak,
and
WHEREAS, participation in the "Pay Local Taxes.com" program with the County and possibly
other municipalities and the resuhing "economies of scale" requires only mmimal and/or mcremental
costs and efforts by the Charter Township of Royal Oak, m order to provide a credit card and electronic
check payment options to the Charter Township of Royal Oak taxpayers,
NOW, THEREFORE, BE IT RESOLVED that in accordance with Public Act 280 of 1995,
the Charter Township of Royal Oak Treasurer is hereby authorized to receive payments for property ¦
taxes owed to the Charter Township of Royal Oak by "financial transaction device (including credit
cards) as defined in the Act, and that the Treasurer, as provided in the Act. shall decide which such
financial transaction devices shall be acceptable for payments to the Charter Township of Royal Oak.
BE IT FURTHER RESOLVED that the Charter Township of Royal Oak approves and
authorizes its Treasurer to execute on behalf of the Charter Township of Royal Oak. such agreements as
may be necessary with payment processing services acceptable to the County, for the purposes of
allowing them to receive, process, deposit and maintain security for all credit card or electromc check
payments and deposits for the Charter Township of Royal Oak.
BE IT FURTHER RESOLVED that the Charter Township of Royal Oak Treasurer is also
authorized to execute such agreements as may be necessary, to open and maintain an account with a
depository financial institution acceptable to the County for the purposes of the receipt and deposit of all
such "financial transactional device" payments in accordance with the law.
BE IT FINALLY RESOLVED that the Charter Township of Royal Oak approves entering into
the attached E-COMMERCE SERVICES AGREEMENT with the County of Oakland and hereby
authorizes its Supervisor to execute this Agreement on behalf of the Charter Township of Royal Oak.
I, Janice Brinkley, Clerk for the Charter Township of Royal Oak, Oakland County, Michigan, do
hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Trtistees for the
RESOLUTION DECLARED ADOPTED
. t * . _ ^ r~1 ^ 17-
Donna Sqli^ls, Supervisor/'
Charter Township of Royal Oak
AGREEMENT FOR I.T. SERVICES
BETWEEN
OAKLAND COUNTY
AND
Charter Township of Royal Oak
This Agreement (the "Agreement") is made between Oakland County, a Constitutional and Municipal
Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the Charter Township
of Royal Oak, 21131 Garden Lane Femdale, MI 48220, ("Public Body"). County and Public Body
may also be referred to jointly as "Parties".
PURPOSE OF AGREEMENT Pursuant to the Urban Cooperation Act of 1967,1967 PA 7, MCL
124.501, etseq.. County and Public Body enter into this Agreement for the purpose of providing
Information Technology Services ("I.T. Services") for Public Body.
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 pkiral, 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, or addendum.
1.2. Claims means any alleged losses, claims, complaints, demands for relief or damages,
lawsuits, causes of action, proceedings, judgments, deficiencies, Habilities, penalties,
litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable
attomey 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 for which County may become legally and/or contractually
obligated to pay or defend against, whether irect, indirect or consequential, whether based
upon any alleged violation of tlie 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. County means Oakland County, aMunicipal 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.
1-4. Demeans any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m.
^¦5. Public Body means the Charter Township of Royal Oak, which is an entit}^ created by
state or local authority or which is primarily funded by or through slate or local authority,
including, but not limited to, its council. Board, any and all of its departments, its divisions,
elected and appointed officials, directors, board members, council members,
commissioners, authorities, committees, employees, agents, subcontractors, attomeys,
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,
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I.T. SERVICES - INTERLOCAL AGREEMENT Juiiol2,2013
1.1. Public Body Employee means without limitation, any employees, officers, directors,
members, managers, trustees, volunteers, attomeys, and representatives of Public Body,
and also includes any Public Body licensees, concessionaires, contractors, subcontractors,
independent contractors, contractor's suppliers, subsidiaries, joint ventures or partners,
and/or any such persons, successors or predecessors, employees, (whether such persons act
or acted in their personal, representative or official capacities), and/or any and all persons
acting by, through, under, or in concert with any of the above who have access to the IT.
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.
1.2. Points of Contact mean the individuals designated by Public Body and identified to
County to act as primaiy and secondaiy contacts for communication and other purposes as
described herein.
1.3. l.T. Services means the following individual I.T. Services provided by County's
Department of Information Technology, if applicable:
1.3.1. Online Payments mean the ability to accept payment of monies owed to Public
Body initiated via a web site maintained by County using a credit card or electronic
debit of a checking account
1.3.2. Pay Local Taxes means the ability' to accept payment of local properly taxes
owed to Public Body initiated via a web site maintained by County using a credit
card or electronic debit of a checking account. (Does not apply to Public Bodies
outside of Oakland County)
1.3.3. Web Publishing Suite means the ability for public bodies to have and/or
manage a public web presence using standard Oakland County technologies and
platforms, template-based solutions, semi-custom web site designs, content
management, and/or support services.
1.3.4. Internet Service means access to the Intemet from Public Body's workstations.
Access from the Intemet to Public Body's applications, whether at County or at
Public Body (hosting), is not included.
1.3.5. Oaknet Connectivity means use of communication lines and net^vork
equipment maintained hy County for the transmission of digital information
whe^er leased or owned by County.
1.3.6. Email Sei*vice means access to the designated application provided by County
for sending and receiving electronic mail messages by Public Body,
1.3.7. Health Portal means a portal where registered schools, community dispensing
sites, nurses, district administrators and doctors can effectively communicate with
the health department regarding reportable communicable diseases.
1.3.8. Over The Counter Payments means the ability to accept payment of monies
owed to Public Body initiated via a magnetic stripe reader attached to an on-
premise computer with access to a web site maintained by County using a credit
card.
1.4. Sei'vice Center means the location of technical support and information provided by
County's Department of Information Technology (I.T.)
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I.T. SERVICES - INTERLOCAL AGREEMENT
lime 12,2013
1.5. Exhibits mean the following descriptions of IT. Services which are governed by this
Agreement only if they are attached to this Agreement and incoiporated in Section 2 or
added at a later date by a formal amendment to this Agreement;
Exhibit I; Online Payments
Exhibit 11: Pay Local Taxes
Exhibit III; Web Publishing Suite
Exhibit IV; Intemet Service
Exhibit V; Oaknet Connectivity
Exhibit VI: Email Service
Exhibit Vll; Health Portal
Exhibit VIII; Over The Counter Payments
1 COUNTY RESPONSIBILITIES.
1.1. County, through its Department of Information Technology, shall provide the I,T.
Services described in Exhibits I, II and Vni which are attached and incorporated into this
Agreement,
1.2. Count)^ shall support the I.T, SeiTices as follows:
1,2."J. Access. County will provide secure access to IT. Sendees for use on hardware
that is to be provided by Public Body as part of its own computer system.
1.2.2. 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
Primary 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.
1.2.2.1. If changes to scheduled maintenance windows or if additional
maintenance times are required, County will give as much notice of or
lead time for such times as possible.
1.2.2.2. During maintenance windows, access to the appUcation may be restricted
by County without specific, prior notification.
1.3. 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
rainimize unscheduled application do\vntime. County will notify the Points of Contact
about such intermptions with as much lead time as possible.
1.4. Backup and Disaster Recovery,
1.4.1. County will perform daily backups of all I,T, Services, Copies of scheduled
backups will be placed offsite for disaster recovery purposes,
1.4.2, County will maintain a Disaster Recovery ("DR") Toolkit that will be used to
recover applications during a disaster or failure of County's computer system. All
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I,T. SERVICES - INTERLOCAL AGREEMENT Jane 12,2013
applications will be included in County "s scheduled Disaster Recovery Test. DR
Toolkit updates will be made by Count)' as necessary.
5. Auditing. Count>- may conduct scheduled and unscheduled audits or scans to ensure
the integrity of County's data and County's compliance with Federal, State and local laws
and industiy standards, including, but not limited to, the Health Insurance Portability and
Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI
DSS.)
6. Training and Information Resources. County may provide training on use of the I.T.
Services on an as-needed b£^is.
7. Sei-vice Center. I.T. Service incidents requiring assistance must be reported to the
Service Center, by the Points of Contact, to tlie phone number or e-mail provided below.
The Service Center is staffed to provide support during County's normal business hours of
8:30 a.m. EST to 5:00 p.m. EST, Monday through Friday, excluding hohdays. The Service
Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week.
Outages are defined as unexpected service downtime or error messages. Depending on
severity, outage reports received outside of County's normal business hours may not be
responded to until the resumption of County's normal business hours.
Service Center Phone Number 248-858-8812
Service Center Email Address senacecenterfffioakaov.com
.8. County may access, use and disclose transaction information and any content to comply
with the law such as a subpoena, Comt 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.
.9. I.T. service providers require County' to pass through to Public Bodies certain tenns and
conditions contained in license agreements, service agreements, acceptable use polices and
similar terms of service, in order to provide I. T, Services to Public Bodies. Links to these
terms will be hsted on the County's G2G Cloud Solutions web site which will be provided.
County will provide notice when it becomes aware of changes to the temis of these
agreements.
PUBLIC BODY RESPONSIBILITIES.
U. Public Body shall immediately notify Coun^^ of any unauthorized use of the I.T.
Services and any breach of securit}' 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.
!.2. Public Body is the owner of all data provided by Public Body and is responsible to
provide all initial data identified in the attached Exhibits, in a foimat acceptable to County.
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I.T. SERVICES - INTERLOCAL AGREEMENT Juiie 12,201:5
Public Body is responsible for ensuring the accuracy and currency of data contained within
its applications.
2.3. Public Body shall follow County's I.T. Services requirements as described on G2G
Cloud Solutions web site. Public Body shall comply with County's minimum standards for
each Internet browser used by Public Body to access I.T. Services under this Agreement as
well as any hardware requirements. Pubhc Body shall meet any changes to these minimum
standards that County may reasonably update from time to time.
2.4. Public Body shall not interfere with or disrupt the I.T. Services provided herein or
networks connected with the I.T. Services.
2.5. Pubhc Body requires that each Public Body Employee with access to I.T. Ser\dces
shall:
2.5.1. Utilize an antivirus softwai-e package/system on their equipment and keep same
updated in a reasonable manner.
2.5.2. Have a unique User ID and password that will be removed upon termination of
Public Body Employee's employment or association with Public Body.
2.5.3. Maintain the most reasonably current operating system patches on all
equipment accessing the i.T. Services.
2.6. If authorized by County, Pubhc Body may extend I.T. Services to other entities. If
County authorizes Public Body to provide access to any IT. 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.
2.7. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall
designate two representatives to act as a primaiy and secondary Points of Contact with
County. The Points of Contact responsibilities shall include:
2.7.1. Direct coordination and interaction \sith County staff
2.7.2. Communication with general pubhc supported by Public Body.
2.7.3. Followng County's procedures to report an appMcation incident.
2.7.4. 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.
2.7.5. Providing initial support services to Pubhc Body users prior to logging a
Service Center incident with County.
2.7.6. Requesting security' changes and technical support from the Sendee Center.
2.7.7. Testing Applications in conjunction with County, at the times determined by
County. The testing location will be determined by County and will be at Public
Body's location or at County.
2.7.8. To report a service incident to the Service Center, one of Public Body's Points
of Contact shall provide the following information:
2.7.8.1, ContactName
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I.T. SERVICES - INTERLOCAL AGREEMENT
June 12,2013
2.7.8.2. Tel ephone N umber
2.7.8.3. Email Address
2.7.8.4. Public Body Name
2.7.8.5. Application and, if possible, the speciiic module with which the incident
is associated.
2.7.8.6. Exact nature of the problem or function including any error message that
appeared on the computer screen.
2.7.8.7. Any action the Points of Contact or user has taken to resolve the matter.
2.8. Public Body may track the status of the incident by calling the Service Center and
providing the Incident Number.
2.9. Public Body shall respond to Freedom of Information Act Requests relating to Public
Body's data.
2.10. IT. service providers require County to pass through to Pubhc Bodies certain terms and
conditions contained in license agreements, service agreements, acceptable use poHces and
similar terms of service, in order to provide 1. T. Services to Pubhc Bodies. Public Bodies
agree to comply with these terms. Public Body may follow the termination provisions of
this Contract if it deteimines that it will not be able to comply with any of the terms.
3 DTXRATIQN OF INTERLOCAL AGREEMENT.
3.1. This Agreement and any amendments hereto shall be effective when executed by both
Parties with concurrent resolutions passed by the governing bodies of each Party. The
approval and terms of this Agreement and any amendments hereto 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.
3.2, Unless extended by mutual, written agreement signed by both Parties, this Agreement
shall remain in effect for five (5) years from the date tlie Agreement is completely executed
by all Parties or until cancelled or terminated by any of the Parties pursuant to the
termination or cancellation of the Agreement Section herein.
4. PAYMENTS.
4.1. I. T. Services shall be provided to Pubhc Body at the rates specified in the ETdiibits, if
applicable.
4.2. Possible Additional Sei*vices and Costs: If County receives a subpoena or Court
Order or request from Public Body for assistance in respondiug to a Freedom of
Information Act Request concerning I.T. Services provided to Public Body under this
Agreement, Public Body shall reimburse County for all costs associated with compHance
with the subpoena, Court Order or Freedom of Infoimation Act Request.
4.3. County shall provide Public Bod^' with a detailed explanation of County's costs for I.T,
Services provided herein. Public Body agrees to pay tlie full amount shown on any such
invoice within sixty (60) calendar days after the date shown on any such invoice.
4.4. 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
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I.T. SERVICES - INTERLOCAL AGREEMENT
June 12, 2013
Public Body funds that are in County's possession for any reason, including but not limited
to, the Oakland County DeUnquent Tax Revolving Fund ("DTRF"), if applicable. Any
setoff or retention of funds by County shall be deemed a voluntary assignment of the
amount by Public Body to County. Public Body waives any Claims against County or its
Officials for any acts related specifically to County's offsetting or retaining of such
amounts. This paragraph shall not limit Public Body's legal right to dispute whether the
underlying amount retained by County was actually due and owing under this Agreement.
4.5. 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 Count}- under this
Agreement. Interest charges shall be calculated using the daily unpaid balance method and
accumulate until ail outstanding amounts and accumulated interest are fully paid.
4.6. Nothing in this Section shall operate to limit County's right to pursue or exercise any
other legal rights or remedies under this Agreement against Public Body to secure payment
of amounts due County under this Agreement. The remedies in this Section shall be
available to County on an ongoing and successive basis if Public Body at any time becomes
delinquent in its payment. Notwithstanding any other term and condition in this
Agreement, if County pursues any legal action in any court to secure its payment under this
Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and
court costs, incurred by County in the collection of any amount owed by Public Body.
5. ASSURANCES.
5.1. 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.
5.2. 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 attomey fees.
5.3. In the event of potential or actual litigation and/or Court action relating to IT, Services,
PubUc Body shall comply with all Electronic Discovery requirements requested by County.
County shall comply with Electronic Discovery requirements relating to its computer
system.
5.4. 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.
5.5. 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.
5.6. 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 Paities. Nothing in this Agreement shall be construed as a waiver of
governmental immunity' for either Part5^
5.7. The Parties have taken all actions and secured all approvals necessaiy to authorize and
complete this Agreement. The persons signing this Agreement on behalf of each Part}'
have legal authority to sign this Agreement and bind the Parties to tlie terms and conditions
contained herein.
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I.T. SERVICES - INTERLOCAL AGREEMENT
June 12. 2013
5.8. Each Party shall comply with all federal, slate, and local ordinances, regulations,
administrative rules, and requirements applicable to its activities performed under this
Agreement.
6 DISCLAIMER OR WARRANTIES
6.1. 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.
6.2. 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; (iii)
the results that may be obtained by the I.T. Services will be accurate or reliable.
6.3. Any material dovraloaded 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 do^vnloading of any
material.
7. LIMITATION OF LIABILITY. In no event shall either Part}' 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.
8. DISPUTE RESOLUTION. All disputes relating to the execution, interpretation,
performance, or nonperformance of this Contract involving or affecting the Parties may first be
submitted to County Director of Information Technology and Public Body's Contract
Administrator for possible resolution. County Director of Information Technology' and Public
Body's Contract 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 Contract or their successors in office. The signatories of this Contract may
meet promptly and confer in an effort to resolve such dispute.
9 TERMINATION OR CANCELLATION OF AGREEMENT
9.1. Either Party may tenninate or cancel this entire Agreement or any one of the I.T.
Services described in the attached Exhibits, upon sixty (60) days written notice, if either
Party decided, in its sole discretion, to terminate this Agreement, for any reason including
convenience.
9.2. Early termination fees may apply to Public Body if provided for in the Exhibits.
9.3. 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 teimination of one or more
services which does not constitute a termination of the entire Agreement may be accepted
on behalf of County by its Director of Information Teclmology.
10. SUSPENSION OF SERVICES. County, through its Director of Information Technology,
may immediately suspend I.T. Services for any of the follo\ving 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; (in) breach of the terms and
conditions of this Agreement; (iv) unexpected technical or security issues; or (v) unresolved
licensing or other unresolved issues with any third part}' needed to provide the I.T. Services. The
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I,T. SERVICES - INTERLOCAL AGREEMENT limon, 2013
right to suspend IT, Services is in addition to the right to terminate or cancel this Agreement
according to the provisions in Section 10. Count>' shall not incur any penalty, expense or liabilit}'
if IT. Ser^4ces are suspended under this Section.
11. DKI EGATION OR ASSIGNMENT Neither Party shall delegate or assign any obligations
or rights under this Agreement without the prior written consent of the other Part>-.
12. NO EMPLOYEE-EMPLOYER RELATTQNSHIP Nothing in this Agreement shall be
construed as creating an employer-employee relationship between County and Public Body.
13. 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 entit>'.
14. NO TMPT JED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to
pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those
rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term,
condition, or provision of this Agreement, whether b)' conduct or otherwse, 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 sti'ict
performance of this Agreement.
15. SEVERABTIITY If a court of competent jm-isdiction 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 Agieement shall remain in full
force.,
CAPTIONS. TTie section and subsection numbers, captions, and any index to such sections
and subsections contained in this Agreement are intended for the convenience of the reader and
are not intended to have any substantive meaning. The numbers, captions, and indexes shall not
be interpreted or be considered as part of this Agreement. Any use of the singulai" or plural, any
reference to gender, and any use of the nominative, obj ective or possessive case in this Agreement
shall be deemed the appropriate plurality, gender or possession as the context requires.
17. 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
my 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.
1NOTICES. Notices given under this Agreement shall be in writing and shall be personally
delivered, sent by express deliver}^ 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 deUvery service or personal delivery; or (iii) three days after mailing first class or
certified U.S. mail.
18.1. If Notice is sent to County, it shall be addressed and sent to: Director, Oakland County
Department of Information Technology, 1200 Nortli Telegraph Road, Pontiac, Michigan,
Page 9 of 11
I.T. SERVICES - INTERLOCAL AGREEMENT
June 12,2013
4834L and the Chairperson of the Oakland County Board of Commissioners, 1200 North
Telegraph Road, Pontiac, Michigan 48341,
] 8.2. If Notice is sent to Public Body, it shall be addressed to: BCimberly M. Reaves, Charter
XowTiship of Royal Oak, 21131 Garden Lane Femdale, Ml 48220.
18.3. 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,
19. 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 Eastem 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.
20. ENTIRE AGREEMENT
20.1. 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 aJi other oral or written agreements between the
Parties. 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,
20.2. County's Department of Information Technology may develop enhancements,
upgrades, additional capabilities, new products, and expanded services (collectively "New
Developments") which fall within one of tlie categories of IT. Services described herein.
Provided these New Developments do not constitute entirely new categories of IT.
Services, but fall within one of the categories identified in Section 1.10, the Exhibits to this
Agreement may be updated semi-annually to reflect the New Developments without further
action of the County Board of Commissioners or the Legislative Body of the Public Body.
20.3. The Parties acloiowledge that there may exist between them other individual
intergovemmental agreements under which County provides other I,T, Services to Public
Body. If any such intergovemmental agreements exist, they are identified in Attachment
A, incorporated here by reference.
20.4. Until the expiration date set forth in any such individual intergovemmental agreement,
with respect to the services which are the subject of the agreement, the Parties shall abide
by the terms and conditions in the specific agreement. With respect to the services which
are the subject of the agreement, its terms and conditions shall talce precedence over the
terms and conditions in this Agreement.
20.5. No later than forty-five (45) days before the expiration date of any such agreement,
provided that County states, in writing, that it is willing to continue to provide the I,T.
Services to Public Body, and Public Body states, in \vriting, that it wishes to continue to
receive them, the Parties shall prepare a new Exhibit fully describing the I.T Services. The
new Exhibit shall be attached to and incorporated into this Agreement without any other
action required by the Parties. At the expiration date set forth in any such individual
agreement, the terms and conditions of this Agreement shall govem the relationship of the
Page 10 of 11
I.T. SERVICES - INTERLOCAL AGREEMENT
June 12,2013
Parties and the manner in which the services described in the new Exhibit are provided and
received.
20.6. The language of this Agreement shall be construed as a whole according to its fair
meaning, and not construed strictly for or against any Part>'.
IN WITNESS WHEREOF, Kimberly M. Reaves hereby acknowledges that he/she has been authorized
by a resolution of the Charter Township of Royal Oak, a certified copy of which is attached, to execute
this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and
conditions of this Agreement.
Kimberly M.\R^aves, Treasure
WITNESSED: !
DATE: \/-y-
DATE:
IN WITNESS WH^EOF, Michael J. Gingell, 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 Count)', and hereby
accepts and binds Oakland County to the terms and conditions of this Agreement.
EXECUTED^
/fvlichael J. Gingen, Chairpe|S
Oalcland County Board of Commissioners
DATE:'¦p
WITNESSED:DATE: // - /J
2011-0839/IT Services Interlocal FINAL MERGE.docx
Page 11 of 11
I.T. SERVICES - INTERLOCAL AGREEMENT June 12,2013
EXHIBIT I
I.T. SERVICES AGREEMENT
ONLINE PAYMENTS
INTRODUCTION
1) County will provide an I.T, Sei-vice 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 a
credit card or electronic check, utilizing the Internet.
2) Fees for the IT, Service are described in Table 2, Support Costs.
3) County may provide the ability for the general public to initiate and maintain automatic
recurring payments to Public Body.
4) Public Body will be responsible for placing the URL provided by County onto their website
for this service.
5) 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 infonnation).
URLs will have a G2Gclondxom domain name. County has sole discretion as to what may
be placed on this one page website.
6) Public Body will include the URL in printed or electronic communications to the general
public regarding this service.
7) Pubhc 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.
8) Count>^ will provide Public Body with access to a password protected web site where Public
Body can issue credits and view daily, weekly, and monthly transaction activity of payments
processed through this I.T. Service.
9) The general public shall be required to pay County an Enhanced Access Fee to use this I.T.
Service. County will use Enhanced Access Fees to recover costs associated with this I.T.
Service.
10) The Enhanced Access Fee charged to the general public shall be an amount estabhshed by
County Board of Commissioners (MISCELLANEOUS RESOLUTION #07121, Count>'
Board of Commissioner Minutes, May 24, 2007, p. 246) or as revised by County Board of
Commissioners.
11)The person making the payment will authorize two transactions: (1) one transaction for
payment of monies owed to Public Body and (2) one transaction for payment of the
Enhanced Access Fee. The payment to Public Body wl! be deposited in Public Body's
designated account. The funds for the Enlianced Access Fee will be deposited into an
account owned by County.
Page 1 of 4
I.T. SERVICES - INTERLOCAL AGREEMENT
May 2S, 2013
ONLINE PAYMENTS EXHIBIT I
SUPPORT
The I.T. Service will be supported by County's Information Technology (IT.) Department.
Public Body will designate two representatives to act as a primaiy and secondary' Points of
Contact with Count^^
SUPPORT SERVICES
Support services to be provided by County will include:
SeiTice Access
Access to the IT. Service is via an internet browser. The URL for the general public to
initiate the Online Payments service will be provided by Count>-,
The URL for Pubhc Body to view activit;^ reports and to perform all administrative
functions and for the general public to maintain recurring payments will be provided by
Counly.
SUPPORT PROCEDURES
Points of Contact should use the following procedures to report a service support incident.
Service Center. I.T. Service incidents requiring assistance must be reported to the Service
Center, by the Points of Contact, to the phone number or e-mail provided below. The Service
Center is staffed to provide support during Countj^'s normal business hours of 8:30 am. EST to
5:00 p.m. EST, Monday thi'ough Friday, excluding hoHdays. The Service Center can receive
calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as
unexpected service downtime or error messages. Depending on severity, outage reports received
outside of County's normal business hours may not be responded to until the resumption of
County's normal business hours.
Table 1: Sei^vice Center Information
Service Center Phone Number 248-858-8812
Service Center Email Address servicecenter@oakgo V. com
SERVICE AND SUPPORT COSTS
There is no cost to Public Body for this service unless PubHc Body chooses the Automatic
Payment Option in Table 2 below. County will invoice Public Body based upon a fiscal year
from October 1 through September 30, Payment will be due 60 days after receipt of invoice.
Invoice will be sent by the last week of October of each year.
Table 2: Optional Sei-vlce and Support Costs
Page 2 of 4
I.T. SERVICES - INTERLOCAL AGJ^iEMENT
May 28. 2013
ONLINE PAYMENTS EXHIBIT I
Title Description Cost Payment Due
Automatic Payment
Option
Allows general pubhc
to pay a set amount on
a recurring schedule to
a Public Body.
$550.00 per year.Annual payment due 60
days after receipt of
invoice
Indicate below if Public Body chooses to have County provide the automatic payment option:
YES ^NO
If Public Body has selected the optional service, this will be billed at the end of the fiscal year.
SHARING OF NET ENHANCED ACCESS FEES
Public Body will receive 50% of Net Enhanced Access Fees collected from Online Payments
and/or Over The Counter Payments. Payments will be made quarterly based on the County's
fiscal year of October 1 through September 30. Net Enhanced Access Fees is defined as follows:
• County will deduct a percentage from Public Body's gross Enhanced Access Fees to
cover transactional fees. The percentage will be recalculated every fiscal year due to
changes in County's costs incurred. County shall list the percentage of Enhanced
Access Fee used to calculate transactional fees on the www.G2Gcloud.com website.
® After transactional fees have been deducted. County will deduct an annual $900
account maintenance fee fi-om the remainder of gross Enhanced Access Fees to
determine the Net Enhanced Access Fees. If no funds remain after the County
deducts the transactional fee and the annual account maintenance fee, Public Body
will not be entitled to any sharing of fees,
To illustrate;
$5,000 Gross Enhanced Access Fees Collected
X 43% County's Cost for Transactional Fees
- $2150 Transactional Fees Deducted from Gross Enlianced Access Fees
$2850 Gross Enhanced Access Fees Remaining
-$900 Account Maintenance Fee Deducted
Page 3 of 4
I.T. SERVICES - INTERLOCAL AGREEMENT
May 28, 2013
ONLINE PAYMENTS EXHIBIT I
$ 1950 Total Net Enhanced Access Fees
x50% 50% Shared Back with Public Body
$975 Fees Shared Back with Pubhc Body
ACCESS TO SERVICE
Public Body wll 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.
PROVISION AND MAINTENANCE OF DATA
Public Body must use the same credit cai'd and check processing entities used by Count}'. The
names and contact information for these entities shall be provided by County. Count}' shall
notify Pubhc Body in advance of any changes to the third party entities,
Public Body shall provide County with all necessaiy bank account and routing numbers to give
effect to this Agreement.
LICENSED USE AND ACCESS
County grants to Pubhc Body a nonexclusive license to use County developed apphcations
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
Page 4 of 4
- INTERLOCAL AGREEMENT
May 28, 2013
EXHIBIT II
I.T. SERVICES AGREEMENT
PAY LOCAL TAXES
INTRODUCTION
1) County will provide an I.T. sen'ice where the general public can pay government
taxes by credit card or electronic check via the Internet.
2) County will provide a telephone number where the general public can pay for
government taxes by means of a credit card or electronic check.
3) When teix payments are made to Pubhc Body through this I.T. Service, County will
post the payment without Public Body entering the data separately.
4) County shall provide a telephone number for the general public to call with questions
regarding the payment procedure. County shall refer all questions regarding the
amount of payment due to Public Body.
5) County will provide Public Body with access to a password protected web site where
Public Body can issue credits as required and can view daity, weekly, and monthly
transaction activity of payments.
6) The general public shall be required to pay an Enhanced Access Fee to use this I.T.
Service.
7) The Enhanced Access Fee charged to the general pubhc shall be an amount
established by County Board of Commissioners (MISCELLANEOUS
RESOLUTION #07121, County Board of Commissioner Minutes, May 24, 2007, p.
246) or as revised by County Board of Commissioners.
8) The person making a payment will authorize two transactions: (1) one transaction for
payment of monies owed to Public Body and (2) one transaction for payment of the
Enhanced Access Fee. The payment to Public Body will be deposited in Public
Body's designated account. The Enhanced Access Fee will be deposited into an
account owned by County.
9) The Enhanced Access Fee shall belong to County to recover costs associated with this
I.T. Semce.
Page 1 of 3
I.T. SERVICES - INTER1.0CAL AGREEMENT
November 9.2012
PAY LOCAL TAXES EXHIBIT II
SUPPORT
This IT. Service wll be supported by County's Information Technology Department.
PubUc Body will designate two representatives to act as a primary and secondary Points
of Contact with County.
SUPPORT SERVICES
County support service will include:
SERVICE ACCESS
Access to the I.T, Sendee will be via an internet browser. The URL for Public
Body to view activity reports and to perfomi all administrative functions will be
provided by County.
The URL to initiate the IT. Service is;
SERVICE SUPPORT PROCEDURES
Points of Contact should use the following procedures to report a service support
incident.
Service Center. IT. Service incidents requiring assistance must be reported to the
Senace Center, by the Points of Contact, to the phone number or e-mail provided below.
The Service Center is staffed to provide support during County's normal business hours
of 8:30 a.m. EST to 5:00 p.m. EST, Monday through Friday, excluding holidays. The
Service Center can receive calls to report IT. Service outages 24 hours a day, 7 days a
week. Outages are defmed as unexpected service downtime or error
messages. Depending on severity, outage reports received outside of County's normal
business hours may not be responded to until the resumption of County's normal business
hours.
Service Center Phone Number 248-858-8812
Service Center Email Address sen'icecenter@oakgov.com
Page 2 of 3
I.T, SERVICES - INTERLOCAI, AGREEMENT
November?, 2012
PAY LOCAL TAXES EXHIBIT II
ACCESS TO SERVICE
Public Body will provide access to this I.T. Service via the URL listed above on the web
site owned by Public Body.
PROVISION AND MAINTENANCE OF DATA
Public Body must use the same credit card and check processing entities used by County,
The names and contact information for these entities shall be provided by County.
County shall notify Public Body in advance of any changes to the third paity entities.
Public Body shall provide County with ail necessary banlc account and routing numbers
to give effect to this Agreement.
LICENSE
County grants to Pubhc 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 3 of 3
IT. SERVICES - INTERLOCAL AGREEMENT
November 9,2012
EXHIBIT VIII
I.T. SERVICES AGREEMENT
OVER THE COUNTER PAYMENTS
INTRODUCTION
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 a credit card.
2. Fees for the IT. Service are described in Service and Support Costs.
3. Pubhc Body shall respond to all questions liom the general pubHc regarding payments.
4. County will provide Public Body with access to a password protected web site where
Public Body can issue credits and view daily, weekly, and mon&ly transaction activity of
payments processed through this I.T. Service.
5. The general public shall be required to pay County a fee to use this I.T. Service. County
will use fees to recover costs associated with this IT. Service.
6. The fee charged to the general public shall be an amount established by County Board of
Commissioners (MISCELLANEOUS RESOLUTION #07121, County Board of
Commissioner Minutes, May 24, 2007, p. 246) or as revised by Count)' Board of
Commissioners.
7. The person making the payment will authorize t^vo transactions: (1) one transaction for
payment of monies owed to Public Body and (2) one transaction for payment of the fee.
The payment to Public Body will be deposited in Public Body's designated account. The
fee will be deposited into an account owned by Count}^
SUPPORT
The I.T. Service will be supported by County's Information Technology (I.T.) Department.
Public Body will designate two representatives to act as primary and secondary Points of Contact
with County.
SUPPORT SERVICES
Support services to be provided by Count^^ will include:
Service Access
Access to the I.T. Service is via a credit card reader provided by County attached to a
computer with a connection to an Intemet website run by County.
The URL for Public Body to view activity reports and to perform all administrative
functions will be provided by County.
Page 1 of 3
I.T. SERVICES - INTERLOCAL AGREEMENT
May 28, 2013
OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT VIII
SUPPORT PROCEDURES
Points of Contact should use the following procedures to report a service support incident.
Service Center. I.T. Service incidents requiring assistance must be reported to the Service
Center, by the Points of Contact, to the phone number or e-mail provided below. The Service
Center is staffed to provide support during County's normal business hours of 8:30 a.m. EST to
5:00 p.m. EST, Monday through Friday, excluding holidays. The Service Center can receive
calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as
unexpected service downtime or error messages. Depending on severity, outage reports received
outside of County's normal business hours may not be responded to until the resumption of
County's normal business hours.
Table 1: Service Center Information
Service Center Phone Number 248-858-8812
Service Center Email Address servicecenter@oakgov.com
SERVICE AND SUPPORT COSTS
There is no cost to Public Body for this service.
SHARING OF NET ENHANCED ACCESS FEES
Public Body will receive 50% of Net Enhanced Access Fees collected from Online Payments
and/or Over The Counter Payments. Payments will be made quarterly based on the County's
fiscal year of October 1 throu^i September 30. Net Enhanced Access Fees is defined as follows:
• County will deduct a percentage from Public Body's gross Enhanced Access Fees to
cover transactional fees. The percentage will be recalculated every fiscal year due to
changes in County's costs incuiTed. County shall list the percentage of Enhanced
Access Fee used to calculate transactional fees on the www.G2Gcloud.com website.
• After transactional fees have been deducted, County will deduct an annual $900
account maintenance fee from the remainder of gross Enhanced Access Fees to
determine the Net Enhanced Access Fees. If no funds remain after the County
deducts the transactional fee and the amiual account maintenance fee, Public Body
will not be entitled to any sharing of fees.
Page 2 of 3
I.T. SERVICES - INTERLOCAL AGREEMENT
May 28,2013
OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT VIII
To illustrate;
$5,000 Gross Enhanced Access Fees Collected
X 43%County's Cost for Transactional Fees
-$2150 Transactional Fees Deducted from Gross Enhanced Access Fees
$2850 Gross Enhanced Access Fees Remaining
-$900 Account Maintenance Fee Deducted
$1950 Total Net Enhanced Access Fees
x50%50% Shared Back with Public Body
$975 Fees Shared Back with Public Body
ACCESS TO SERVICE
Public Body will provide access to this I.T. Service for the general public via computer oAvned
by Pubhc Body an on the prexnise of the Pubhc Body. This computer may be operated by Public
Body staff or made available directly to the general public.
PROVISION AND MAINTENANCE OF DATA
Public Body must use the same credit card processing entities used by County. The names and
contact information for these entities shall be provided by County. County shall notify Public
Body in advance of any changes to tlie third party entities.
Public Body shall provide County with all necessarj' bank account and routing numbers to give
effect to this Agreement.
LICENSED USE AND ACCESS
County grants to Public Body a nonexclusive Ucense to use County developed applications
needed to receive this I.T. Service. This license cannot be provided to any other parly without
County's consent in writing.
Page 3 of 3
I.T. SERVICES - INTERLOCAL AGREEMENT
May28. 201J