HomeMy WebLinkAboutInterlocal Agreements - 2017.02.15 - 6957I.T. SERVICES AGREEMENT-EXHIBIT XI Page 1 MR 17-263 9/28/2017
EXHIBIT XI
I.T. SERVICES AGREEMENT
ArcGIS ONLINE
INTRODUCTION
ArcGIS Online (“AGO”) is a web based, collaborative Geographic Information System (GIS) that allows users having an AGO Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.’s (“ESRI”) secure cloud.
County entered into an agreement with ESRI that permits County to deploy AGO to Public Body (County Contract No. 004545 and herein referred to as the “Enterprise Agreement,” which can be found on the Oakland County Purchasing Website at the ‘Contract Public Search’ link or provided
to the Public Body upon request). The Parties desire for Public Body to be authorized to access
and use AGO as specified in the Enterprise Agreement.
County will provide Public Body with AGO Named User accounts that will allow Public Body to access the County’s AGO portal without having to purchase, manage or maintain its own AGO
Named User accounts.
The Enterprise Agreement includes a License Agreement (herein referred to as the “License Agreement”) and a CVT Acknowledgment Statement, which is attached and incorporated as Addendum A, that Public Body must comply with in order to access and use AGO.
1. DEFINITIONS
1.1. "Deploy," "Deployment," or "Deployed" means County assigning, managing, and
maintaining AGO Named User accounts for access to and use of County’s AGO portal by Public Body.
1.2. "Tier 1 Support" means the Technical Support provided via the Oakland County
Service Center to Public Body to resolve reported incidents involving Public Body’s
access to or use of County’s AGO portal. 2. OAKLAND COUNTY RESPONSIBILITIES
2.1. Deployment. County shall deploy AGO Named User accounts to Public Body as specified in the Enterprise Agreement without fee or cost to Public Body.
2.2. Access Management. County shall deploy AGO Named User accounts to Public Body
through County’s Service Center. The deployment of AGO Named User accounts by County to Public Body will terminate as specified in the Enterprise Agreement.
I.T. SERVICES AGREEMENT-EXHIBIT XI Page 2 MR 17-263 9/28/2017
2.3. Support. County’s Information Technology (I.T.) Department shall pass through updates and provide Tier 1 Support to Public Body for applicable AGO use without
fee or cost to Public Body.
2.4. Administration of CVT Acknowledgement Statement. After Public Body signs and provides the County with the signed original CVT Acknowledgement Statement (Addendum A) in accordance with paragraph 3.1, County shall provide the CVT
Acknowledgement Statement signed by Public Body to ESRI.
3. PUBLIC BODY RESPONSIBILITIES
3.1. Execution of CVT Acknowledgement Statement. Public Body shall sign and provide
the County with the signed original CVT Acknowledgement Statement (Addendum A), prior to County deploying AGO Named User accounts to Public Body. The CVT Acknowledgement Statement must be signed by an authorized representative of Public Body.
3.2. Public Body Compliance. Public Body and its employees and contractors shall comply with the terms and conditions in this Exhibit, the CVT Acknowledgement Statement, the License Agreement, any new agreement mentioned in paragraph 3.4, and any applicable laws, rules, and regulations when accessing or using AGO. Public Body’s
access and use of AGO may be suspended or terminated if County is in breach of the Enterprise Agreement or if Public Body is in breach of this Exhibit, the CVT Acknowledgement Statement, the License Agreement, any new agreement mentioned in paragraph 3.4, or any applicable laws, rules, and regulations when accessing or using AGO. Public Body acknowledges and agrees that it has received and reviewed
the License Agreement.
3.3. Amendments to License Agreement. In order to access and use AGO, Public Body shall agree to and comply with any and all amendments to the License Agreement
relating to the access or use of AGO. Amendments to the License Agreement can be
found on the Oakland County Purchasing Website at the ‘Contract Public Search’ link or provided to the Public Body upon request. County will provide notice to Public Body when it becomes aware of applicable amendments to the terms and conditions of the License Agreement.
3.4. New Agreements. County may enter into new agreements in the future with ESRI involving AGO. New agreements between County and ESRI may require Public Body to agree to and sign (if necessary) new CVT Acknowledgment Statements, License Agreements, or other equivalent or related agreements. In order to access and use
AGO, Public Body shall agree to and comply with new CVT Acknowledgment Statements, License Agreements, or other equivalent or related agreements. New agreements can be found on the Oakland County Purchasing Website at the ‘Contract Public Search’ link or provided to the Public Body upon request. County will provide
I.T. SERVICES AGREEMENT-EXHIBIT XI Page 3 MR 17-263 9/28/2017
notice to Public Body when it becomes aware that Public Body must comply with any new agreements.
3.5. Future Standards and Guidelines. County may, and reserves the right to, implement
future standards and guidelines as needed for use of AGO, including but not limited to, restricting Public Body’s AGO credit consumption or designating Public Body’s employees and contractors that may report AGO incidents to the Service Center. In order to access and use AGO, Public Body shall agree to and comply with new or
different standards or guidelines that are provided to Public Body.
3.6. Identity & Access Management (“IAM”) Self Service Registration. All employees and
contractors of Public Body must create an IAM account through Service Center’s self- registration to access or use AGO.
3.7. Account Notification Requirements. Public Body shall immediately inform County
via the Service Center if any employee or contractor of Public Body is no longer
employed by the Public Body, no longer requires access to the AGO portal, or breaches this Exhibit, the CVT Acknowledgement Statement, the License Agreement, any applicable amendments to those agreements, or any new agreement mentioned in paragraph 3.4. County may require Public Body to verify its inventory of active Public
Body AGO Named User accounts periodically.
4. LICENSED USE AND ACCESS
4.1. County grants to Public Body a nonexclusive license to use County developed software applications, if any, needed to receive this I.T. Service. This license cannot be provided to any other party without County’s advance written consent.
ADDENDUM A EXHIBIT XI I.T. SERVICES AGREEEMNT ArcGIS ONLINE
MR 17-263 9/28/2017
CVT ACKNOWLEDGMENT STATEMENT
Environmental Systems Research Institute, Inc. ("Esri"), having an address at 380 New York Street, Redlands, CA 92373
and County of Oakland, MI ("County") have entered into an Enterprise Agreement (EA), identified as Agreement No.
312130, formerly 2014ELA719, and several amendments to that EA. Esri has authorized County to Deploy ArcGIS Online
to specific CVTs during years two (2) and three (3) of the EA. Deployment of ArcGIS Online by County to CVTs and CVTs
use of the ArcGIS Online is subject to the terms of the License Agreement (Esri contract no. 2014MLA7199) contained
in the EA and the additional requirements below.
The CVT, identified below as a Licensee, represents it has received and read the License Agreement, and understands
and agrees to be bound by the terms of the License Agreement and the following requirements for use of ArcGIS Online
Deployed by County to it. CVT agrees that Esri may pursue remedies against CVT for material breach of the License
Agreement or the following requirements. All Deployments made by County to CVT will be made through County's
centralized point of contact and will cease upon expiration or termination of County EA. County shall pass through
updates and provide Tier 1 Support to CVT during the term of the EA for applicable ArcGIS Online use.
Additionally:
(1) Beta licenses are not available during the term of the EA. Therefore, Section 3.2, Beta License, of the
General License Terms and Conditions—E204 in the License does not apply to CVT.
(2) Section 4.1f. Consultant Access, of the General License Terms and Conditions—E204 in the License
Agreement, is modified to add the following restriction: Access to and use of any ArcGIS Online is
restricted to use by consultants and contractors who are under contract with CVT, for the sole benefit
of CVT while (i) working on-site at CVT’s facilities; (ii) remotely accessing or using ArcGIS Online from
CVT’s on-site computers or machines; or (iii) remotely accessing or using EA Products from a third
party's computers or machines. CVT shall require consultant or contractor to discontinue access to and
use of EA Products upon completion of work for CVT.
(3) CVT remains subject to US Export Control Regulation requirements outlined in the License Agreement.
(4) Transfer, redistribution, or assignment of ArcGIS Online and any EA Product to any third party without
Esri's written permission is prohibited.
(5) During the term of the EA, licenses Deployed by County to CVT may be terminated if County or CVT is
in material breach.
(6) Any and all Amendments to the License Agreement relating to the use of ArcGIS Online signed by the
County and Esri shall be binding on the CVT.
In the event of a conflict in the terms and conditions of this acknowledgment and the License Agreement, the terms
and conditions of this document shall have precedence over those contained in the License Agreement. No other rights
are granted to CVT under this acknowledgment.
ACCEPTED AND AGREED:
__________________________________
(CVT)
Signature: _________________________
Printed Name: ______________________
Title: _____________________________
Date:_____________________________
I.T. SERVICES AGREEMENT-EXHIBIT XIII Page 1 MR 17-263 9/28/2017
EXHIBIT XIII
I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
INTRODUCTION
Pictometry Licensed Products offers a Geographic Information System (GIS) solution that allows
authorized users to access Pictometry-hosted high-resolution, orthogonal and oblique imagery.
County entered into a contract (Contract No. 004939) with Pictometry International Corp.
(“Pictometry”), which contains several license agreements (“License Agreements”) that can be
found on the Oakland County Purchasing Website at the ‘Contract Public Search’ link or provided to the Public Body upon request. The License Agreements permit County access to and use of the Pictometry Licensed Products that are described in the License Agreements. The License Agreements also allow the County to provide Public Body with access to and use of Pictometry
Licensed Products that are specified in the Pictometry Authorized Subdivision Agreement
(“Licensed Products”), which is attached and incorporated into this Exhibit as Attachment A.
The Parties desire for Public Body to be authorized to access and use the Licensed Products subject to the applicable licenses and conditions stated in this Exhibit. County will provide Public Body
with access to the Licensed Products without Public Body having to purchase the Licensed Products. 1. OAKLAND COUNTY RESPONSIBILITIES
1.1. Access and Use. County shall provide Public Body with access to Licensed Products without fee or cost to Public Body. County will only provide Public Body with access to the Licensed Products when the Pictometry Authorized Subdivision Agreement or an equivalent agreement is in effect.
1.2. Access Management. County will provide Public Body with access to the Licensed Products through County’s Service Center.
1.3. Administration of Pictometry Authorized Subdivision Agreement. After Public Body signs and provides the County with the signed original Pictometry Authorized Subdivision Agreement (Attachment A) in accordance with paragraph 2.1, County shall provide the Pictometry Authorized Subdivision Agreement signed by Public Body to
Pictometry for its signature. After Pictometry signs and provides the Pictometry
Authorized Subdivision Agreement to County, County will provide a copy of the fully executed Pictometry Authorized Subdivision Agreement to Public Body.
1.4. Administration of Pictometry Authorized Sub-User Agreement. After Public Body provides County with the signed original Pictometry Authorized Sub-User Agreement
I.T. SERVICES AGREEMENT-EXHIBIT XIII Page 2 MR 17-263 9/28/2017
(which is attached and incorporated into this Exhibit as Attachment B) in accordance with paragraph 2.2, County shall provide the Pictometry Authorized Sub-User
Agreement signed by the contractor to Pictometry for its signature. After Pictometry
signs and provides the Pictometry Authorized Sub-User Agreement to County, County will provide a copy of the fully executed Pictometry Authorized Sub-User Agreement to Public Body. Public Body shall provide a copy of the fully executed Pictometry Authorized Sub-User Agreement to the contractor.
2. PUBLIC BODY RESPONSIBILITIES
2.1. Execution of Pictometry Authorized Subdivision Agreement. Prior to County providing
Public Body with access to the Licensed Products, Public Body shall sign and provide the County with the signed original Pictometry Authorized Subdivision Agreement (Attachment A).
2.2. Execution of Pictometry Authorized Sub-User Agreement. County may provide access
to the Licensed Products to a contractor of the Public Body solely for the purpose of allowing contractor to fulfill its contractual obligations to Public Body. Prior to County providing access to the Licensed Products to a contractor of Public Body, Public Body shall provide the contractor with a copy of the License Agreements and the Pictometry
Authorized Sub-User Agreement, the contractor shall sign and provide the Public Body
with the signed original Pictometry Authorized Sub-User Agreement (Attachment B), and Public Body shall provide the County with the signed original Pictometry Authorized Sub-User Agreement.
2.3. Public Body Compliance. Public Body shall comply with the terms and conditions in this Exhibit, the Pictometry Authorized Subdivision Agreement, the License Agreements, any new agreement mentioned in paragraph 2.5, and any applicable laws, rules, and regulations when accessing or using the Licensed Products. Public Body’s access and use of the Licensed Products may be suspended or terminated if County is
in breach of the License Agreements or if Public Body is in breach of this Exhibit, the Pictometry Authorized Subdivision Agreement, the License Agreements, any new agreement mentioned in paragraph 2.5, or any applicable laws, rules, and regulations when accessing or using the Licensed Products. Public Body acknowledges and agrees that it has received and reviewed the License Agreements.
2.4. Amendments to License Agreements. In order to access and use the Licensed Products, Public Body and its contractor(s) shall agree to and comply with any and all amendments to the License Agreements. Amendments to the License Agreements can
be found on the Oakland County Purchasing Website at the ‘Contract Public Search’
link or provided to the Public Body upon request. County will provide notice to Public Body when it becomes aware of applicable amendments to the terms and conditions of the License Agreements. Public Body shall notify its contractors when Public Body becomes aware of applicable amendments to the terms and conditions of the License
Agreements.
I.T. SERVICES AGREEMENT-EXHIBIT XIII Page 3 MR 17-263 9/28/2017
2.5. New Agreements. County may enter into new agreements in the future with Pictometry involving the Licensed Products or similar products. New agreements between the
County and Pictometry may require Public Body or its contractor(s) to agree to and sign
(if necessary) new Pictometry Authorized Subdivision Agreements, Pictometry Authorized Sub-User Agreements, License Agreements, or other equivalent or related agreements. In order to access and use the Licensed Products or similar products, Public Body and its contractor(s) shall agree to and comply with new Pictometry Authorized
Subdivision Agreements, Pictometry Authorized Sub-User Agreements, License
Agreements, or other equivalent or related agreements, which can be found on the Oakland County Purchasing Website at the ‘Contract Public Search’ link or provided to the Public Body upon request. County will provide notice to Public Body when it becomes aware that Public Body and its contractor(s) must comply with any new
agreements. Public Body shall notify its contractors when Public Body becomes aware
that its contractors must comply with new agreements.
2.6. Future Standards and Guidelines. County may, and reserves the right to, implement
future standards and guidelines as needed for use of the Licensed Products or similar
products, including but not limited to, limiting the number of Public Body’s or a
contractor’s authorized user accounts. In order to access and use the Licensed Products or similar products, Public Body and/or its contractor(s) shall agree to and comply with new or different standards or guidelines that are provided to Public Body. Public Body shall provide any new or different standards or guidelines to its contractors.
2.7. Account Notification Requirements. Public Body shall immediately inform County via the Service Center if any employee or contractor of Public Body is no longer employed by the Public Body, no longer requires access to the Licensed Products, or breaches this Exhibit, the Pictometry Authorized Subdivision Agreement, the Pictometry Authorized
Sub-User Agreement, the License Agreements, any applicable amendments to those agreements, or any new agreement mentioned in paragraph 2.5. County may require Public Body to verify its inventory of active Public Body and contractor user accounts periodically.
3. LICENSED USE AND ACCESS
3.1. County grants to Public Body a nonexclusive license to use County developed software applications, if any, needed to receive this I.T. Service. This license cannot be provided to any other party without County’s advance written consent.
EXHIBIT XIII-I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 17-263 9/28/2017 1
ATTACHMENT A
EXHIBIT XIII
I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
PICTOMETRY AUTHORIZED SUBDIVISION AGREEMENT
Authorized Subdivision Name:
Authorized Subdivision Address:
Authorized Subdivision Email Address:
Authorized Subdivision Phone
Number:
Authorized Subdivision Attn:
Pictometry Licensed Products: Delivered Content, Online Services, Web Visualization Offering
This Pictometry Authorized Subdivision Agreement (this “Agreement”) is entered into by and between
Pictometry International Corp., a Delaware corporation with offices at 25 Methodist Hill Drive,
Rochester, New York 14623 (“Pictometry”) and the Authorized Subdivision identified above (“Authorized
Subdivision”).
Whereas, Pictometry and the County of Oakland, Michigan (the “County”) entered into a license
agreement dated December 1, 2016 (the “County Agreement”) providing the County licensed access to
and use of certain Pictometry products identified above (“Pictometry Licensed Products”) and the
County has requested that Pictometry authorize Authorized Subdivision to have access to and use of the
Pictometry Licensed Products pursuant to the County Agreement; and
Now therefore, Pictometry and Authorized Subdivision hereby agree as follows:
1. This Agreement shall continue in effect until the earlier to occur of (a) expiration or
termination of the County Agreement, (b) the County withdraws its authorization allowing
Authorized Subdivision access and use of the Pictometry Licensed Products (c) breach by the
County of the County Agreement, or (d) breach of this Agreement by Authorized Subdivision;
ATTACHMENT A
EXHIBIT XIII-I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 17-263 9/28/2017 2
2. Authorized Subdivision agrees to be bound by the terms and conditions set forth in the
County Agreement, which is made part of this Agreement;
3. Authorized Subdivision is hereby authorized to access and use the Pictometry Licensed
Products in accordance with the terms of this Agreement;
4. Pictometry shall have no obligations to provide the Pictometry Licensed Products to
Authorized Subdivision;
5. Authorized Subdivision may not assign or otherwise transfer its rights or delegate its duties
under this Agreement; and
6. All notices under this Agreement shall be in writing and shall be sent to the respective
addresses set forth above. Notices shall be given by any of the following methods: personal
delivery; reputable express courier providing written receipt; or postage-paid certified or
registered United States mail, return receipt requested. Notice shall be deemed given when
actually received or when delivery is refused.
This Agreement shall become effective upon execution by duly authorized officers of Authorized
Subdivision and Pictometry and receipt by Pictometry of such fully executed document, such date of
receipt by Pictometry being the “Effective Date.”
Authorized Subdivision Pictometry International Corp.
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Effective Date:
EXHIBIT XIII-I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 17-263 9/28/2017 1
ATTACHMENT B
EXHIBIT XIII
I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
PICTOMETRY AUTHORIZED CONTRACTOR SUB-USER AGREEMENT
Contractor Name:
Type of Contractor entity:
Contractor Address:
Governmental Entity that Contractor
is performing work on behalf of:
Contractor Attn:
Effective Date:
Term:
Pictometry Licensed Products: Delivered Content, Online Services, Web Visualization Offering
This Pictometry Authorized Sub-User Agreement (this “Agreement”) is entered into by and between
Pictometry International Corp., a Delaware corporation with offices at 25 Methodist Hill Drive,
Rochester, New York 14623 (“Pictometry”) and the party identified above (“Contractor”) and is effective
beginning on the Effective Date listed above for the Term as set forth above, at which time this
Agreement will automatically terminate.
Whereas, Pictometry and the County of Oakland, Michigan previously entered into a license agreement
wherein the Governmental Entity identified above was given access to and use of certain products
identified above (“Pictometry Licensed Products”). The Governmental Entity has requested that
Pictometry authorize Contractor to have access to and use of the Pictometry Licensed Products, in order
for Contractor to fulfill its contractual obligations to the Governmental Entity.
Now therefore, Pictometry and the Contractor hereby agree that Contractor may utilize the Pictometry
Licensed Products in accordance with the terms and conditions set forth herein.
Contractor agrees as follows:
1 Grants of Rights; Restrictions on Use
ATTACHMENT B
EXHIBIT XIII-I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 17-263 9/28/2017 2
1.1 Contractor may use the Pictometry Licensed Products solely for the purpose of fulfilling its
contractual obligations to the Governmental Entity at its direction.
1.2 All right, title, and interest (including all copyrights, trademarks and other intellectual
property rights) in the Pictometry Licensed Products belong to Pictometry or its third party
suppliers. Contractor shall not acquire any proprietary interest in the Pictometry Licensed
Products or any copies thereof.
1.3 Contractor shall not make the Pictometry Licensed Products available to any other party,
including Google or its affiliates, either directly or indirectly. Contractor will not share,
publish, reproduce, sell or distribute the Pictometry Licensed Products (including making
available on the Internet or World Wide Web or any other general access electronic
network, method or medium).
1.4 Contractor shall not and will not enable others to decompile, reverse engineer, disassemble,
attempt to derive source code of, decrypt, modify, create derivate works of, or tamper with
or disable any security or monitoring features within the Pictometry Licensed Products.
1.5 Pictometry shall have no obligations to provide the Pictometry Licensed Products to
Contractor.
2 Disclaimers
2.1 The Pictometry Licensed Products are provided for visualization purposes only, are not
authoritative or definitive, and do not constitute professional engineering or surveying
services.
2.2 The Pictometry Licensed Products are not to be relied upon to precisely locate or
determine property boundaries and should not be used in lieu of a professional survey
where the accuracy of measurements, distance, height, angle, area and volume, may have
significant consequences.
2.3 All measurements and reports generated by the Pictometry Licensed Products are based
upon second order visualization and measurement data that do not provide authoritative
or definitive measurement results suitable for professional engineering or surveying
purposes.
2.4 Contour information obtained from the Pictometry Licensed Products is generated from
under sampled elevation data, is provided for informational purposes only, and is not
suitable for use as the basis for hydrographic computations, estimations or analyses.
2.5 While the Pictometry Licensed Products may be considered useful supplements for life
critical applications, they are not designed or maintained to support such applications and
Pictometry and its third party suppliers of the Pictometry Licensed Products hereby
disclaim all liability for damages claims and expenses arising from such use.
2.6 Contractor’s reliance on the Pictometry Licensed Products should only be undertaken
after an independent review of their accuracy, completeness, efficacy, timeliness and
adequacy for Contractor’s intended purpose.
ATTACHMENT B
EXHIBIT XIII-I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 17-263 9/28/2017 3
2.7 Pictometry and each third party supplier of any portion of the Pictometry Licensed
Products assume no responsibility for any consequences resulting from the use of the
Pictometry Licensed Products.
2.8 Pictometry and each third party supplier of any portion of the Pictometry Licensed
Products hereby disclaim all liability for damages, claims and expenses arising from or in
any way related to the accuracy or availability of the Pictometry Licensed Products.
2.9 Contractor waives any and all rights Contractor may have against Pictometry, each third
party supplier of any portion of the Pictometry Licensed Products, and each of their
directors, officers, members and employees, arising out of use of or reliance upon the
Pictometry Licensed Products.
3 Warranty
3.1 THE PICTOMETRY LICENSED PRODUCTS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS
AND PICTOMETRY AND EACH THIRD PARTY SUPPLIER OF THE PICTOMETRY LICENSED
PRODUCTS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4 Limitation of Liability
4.1 No Covered Party (as defined below) shall be liable for any loss, injury, claim, liability, or
damage of any kind resulting in any way from (a) any errors in or omissions from the
Pictometry Licensed Products, (b) the unavailability or interruption of the Pictometry
Licensed Products or any features thereof, (c) Contractor’s use of the Pictometry Licensed
Products, (d) the loss or corruption of any data or equipment in connection with the
Pictometry Licensed Products, (e) the content, accuracy, or completeness of the Pictometry
Licensed Products, all regardless of whether you received assistance in the use of the
Pictometry Licensed Products from a Covered Party, (f) any delay or failure in performance
beyond the reasonable control of a Covered Party, or (g) any content retrieved from the
Internet even if retrieved or linked to from within the Pictometry Licensed Products.
4.2 "Covered Party" means (a) Pictometry and any officer, director, employee, subcontractor,
agent, successor, or assign of Pictometry; and (b) each third party supplier of any Pictometry
Licensed Products, third party alliance entity, their affiliates, and any officer, director,
employee, subcontractor, agent, successor, or assign of any third party supplier of any
Pictometry Licensed Products or third party alliance entity and their affiliates.
4.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES
WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY
CLAIM ARISING OUT OF OR RELATING TO THE PICTOMETRY LICENSED PRODUCTS OR THIS
AGREEMENT EXCEED ONE THOUSAND DOLLARS.
4.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COVERED PARTIES SHALL
NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF
ATTACHMENT B
EXHIBIT XIII-I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 17-263 9/28/2017 4
ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY
WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH PICTOMETRY LICENSED
PRODUCTS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS.
5 Miscellaneous
5.1 Contractor acknowledges and agrees that a breach of this Agreement by Contractor may
cause severe and irreparable damage to Pictometry which may be difficult to measure with
certainty or to compensate through damages. In the event of any breach of this Agreement
by Contractor, Contractor agrees that Pictometry is authorized and entitled to seek
preliminary and/or permanent injunctive relief, as well as any other relief permitted by
applicable law. Contractor hereby waives the necessity of the posting of any form of bond
relating to the issuance of injunctive relief.
5.2 Pictometry may terminate this Agreement at any time with or without cause upon ten (10)
days written notice to the Contractor.
5.3 Upon expiration or termination of this Agreement, or in the event that Contractor is in
violation of any of the terms or conditions set forth in this Agreement or the Governmental
Entity is in violation of its Agreement with Pictometry, the Contractor shall immediately
cease use of all Pictometry Licensed Products, purge all Pictometry Licensed Products off of
its respective computers/servers and return all Pictometry Licensed Products to Pictometry.
5.4 Contractor shall not assign or otherwise transfer its rights or delegate its duties under this
Agreement.
5.5 All notices under this Agreement shall be in writing and shall be sent to the respective
addresses set forth above. Notices shall be given by any of the following methods: personal
delivery; reputable express courier providing written receipt; or postage-paid certified or
registered United States mail, return receipt requested. Notice shall be deemed given when
actually received or when delivery is refused.
5.6 Any extensions or modifications of this Agreement must be in writing and signed by duly
authorized officers of Pictometry and the Contractor.
5.7 This Agreement shall be governed by and interpreted in accordance with the laws of the
State of New York, excluding its conflicts of law principles.
5.8 The waiver by either party of any default by the other shall not waive subsequent defaults of
the same or different kind.
5.9 In the event that any of the provisions of this Agreement shall be held by a court or other
tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to
the maximum extent permissible and the remaining portions of this Agreement shall remain
in full force and effect.
This Agreement shall become effective upon execution by duly authorized officers of Authorized
Subdivision and Pictometry and receipt by Pictometry of such fully executed document, such date of
receipt by Pictometry being the “Effective Date.”
ATTACHMENT B
EXHIBIT XIII-I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 17-263 9/28/2017 5
Contractor
Pictometry International Corp.
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Effective Date:
January 22, 2018
Michigan Department of State
Office of the Great Seal Richard H. Austin Building, 1st Floor
430 W. Allegan Lansing, MI 48918
Dear Office of the Great Seal:
On February 15, 2017, the Board of Commissioners for Oakland County entered into an agreement per MR #17034 –
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 City of Orchard Lake Village 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 Donna Dyer, Corporation Counsel, Oakland County
Sharon Cullen, Corporation Counsel, Oakland County Ed Sager, Supervisor, Oakland County Information Technology
Kim McCabe, Project Support Specialist, Oakland County Information Technology Norm Finkelstein, Mayor, City of Orchard Lake Village
Enclosures