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HomeMy WebLinkAboutResolutions - 2008.05.22 - 9547MISCELLANEOUS RESOLUTION 4 08084 May 8, 2008 By: General Government Committee, Christine Long, Chairperson IN RE: Department of Information Technology Establishment of Live Sean Interlocal Agreement To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS, the COURT LAW ENFORCEMENT MANAGEMENT INFORMATION SYSTEM ("CLEMIS") is a computerized system that provides access to and entry of law enforcement and public safety data and facilitates the exchange of information among public safety agencies. CLEWS also provides access to various other criminal justice databases. CLEMIS is interfaced with state and federal law enforcement computers, which maintain records and files essential to the needs of the criminal justice and public safety communities; and WHEREAS, the CLEMIS Division is a division of the Oakland County Department of Information Technology that supports public safety agencies using CLEMIS and provides services such as training, help desk, and technical support to the public safety agencies, and that is a liaison with the State on law enforcement technology matters: and WHEREAS, part of the information that is entered and accessed in CLEMIS includes the exchange and submission of fingerprint information on Live Scan Equipment; and WHEREAS, Miscellaneous Resolution #04073 authorized the CLEM1S Division to provide maintenance services and preventative maintenance services for Live Scan Equipment of certain mun- icipalities, who are members of CLEMIS, for a fee; and WHEREAS, the Live Scan Equipment maintained by the CLEMIS Division via Miscellaneous Resolution 404073 is now being replaced with new Live Scan Equipment and will no longer be maintained by the CLEMIS Division, but will be maintained by the vendor who providedlsold the County the new Live Scan Equipment; and WHEREAS, the County has purchased new Live Scan Equipment for various municipalities with federal grants. These grants have gone through the County Executive Contract Review Process and the Board of Commissioners Grant Acceptance Procedures; and WHEREAS, based on the needs of the municipalities, some municipalities are receiving two new Live Scan Devices, some municipalities are receiving one new Live Scan Device, some municipalities are receiving one new Live Scan Device and sollware updates to existing devices, and some municipalities are only receiving software updates to existing devices; and WHEREAS, in exchange for the use of the Live Scan Equipment for no fee, the municipalities shall be responsible for all maintenance costs associated with the Live Scan Equipment; and WHEREAS, the CLEMIS Division desires to establish an interlocal Agreement with certain municipalities, listed below, to delineate the responsibilities and obligations of the County and municipalities regarding the use and maintenance of the Live Scan Equipment for submission and exchange of Fingerprint information; and WHEREAS, the CLEMIS Division and the Department of Corporation Counsel have developed the attached Live Scan interlocal Agreements settlnn forth the rights and obligations of the County and the municipalities: and WHEREAS, the municipalities signing the attached Interlocal Agreements will be charged an annual maintenance fee: and GENERAL GOVERNMENT COMMITTEE VOTE: Motion carried unanimously on a roll cal vote with Gregory and Suarez absent. WHEREAS, the Oakland County Board of Commissioners is required under the Urban Cooperation Act of 1967 to approve Interiocal Agreements between the County and the municipalities; NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached Interlocal Agreements and authorizes the Chairperson of the Board of Commissioners to sign the Agreements for the following municipalities: Municipalities Receiving One Live Sean Device: Birmingham Bloomfield Township Centerline Clinton Township Dearborn City Eastpointe Farmington Ferndale Fraser Garden City Harper Woods Hazel Park Holly Lake Orion Livingston County Livonia Madison Heights Novi Oak Park Orchard Lake, City Oxford Plymouth Township Pontiac Roseville Royal Oak, City Shelby Township St. Clair Shores Sterling Heights Troy West Bloomfield Township Municipalities Receiving Two Live Scan Devices: Auburn Hills Macomb County Municipalities Receiving One Live Sean Device and Software 1 ;pgrades for Existing Eguiprnem: Farmington Hills Southfield Warren Waterford Municipalities Receiving Software I:1w:lades for Existina Equipment: Bloomfield Hills Brighton Canton Chelsea Dearborn Heights Oakland University Eastern Michigan University Fenton Grosse Pointe Farms Grosse Pointe Woods I Iamtramck Howell Inkster Milan Northfield Township Pittsfield Township Saline South Lyon Wayne County Airport Authority Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE May 8, 2008 Resolution #08084 The Chairperson referred the resolution to the Finance Committee. There were no objections. INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW LIVE SCAN DEVICE(S) LIVE SCAN AGREEMENT BETWEEN OAKLAND COUNTY AND [NAME OF POLITICAL SU13DINISION1 This Agreement is made between Oakland County, a Constitutional Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 and [Name and Address of Political Subdivision]. In this Agreement, the County and the Poiitieal Subdivision may also be referred to individually as "Party'' or jointly as "Parties: PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Political Subdivision enter into this Agreement. The purpose of this Agreement is to delineate the responsibilities and obligations of the Parties regarding use and maintenance of Live Scan Equipment for submission and exchange of Fingerprint Information. hi consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITION'S. The following words and expressions used throughout this Agreement, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows; 1.1. Agreement means- the terms and conditions of this Agri-en/len/et-he Exhibits attached hereto, and any other mutually agreed to written and executed modification or amendment. 1.2. Claim means any alleged loss, claim, complaint, demand for relief or damages, cause of action, proceeding, judgment, deficiency, liability, penalty, fine, litigation, cost, or expense, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement, which are imposed on. incurred by, Or asserted against the County or Political Subdivision, its employees or agents, whether such Claim is brought in law, equity, tort, contract, Or otherwise. 1.3. Contractor means the vendor selected by the County, pursuant to County purchasing policies and procedures, to provide the Live Scan Equipment and the maintenance services for the Live Scan Equipment. 1.4. County means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, all departments. divisicns, the County Board of Commissioners, elected and appointed officials, directors, board members, INTERLOCAL AGREEMENT FOR MUNICIPALITES REVEIVING NEW LIVE SCAN DEVICE(S) Live Sean Agreement--Final Page 1 INTERLOCAL AGREEMENT FOR MUNICIPALITES REVEIVING NEW LIVE SCAN DEVICE(S) council members, commissioners, authorities, committees, employees, agents, or any such persons' successors. 1.5. Courts and Law Enforcement Management Information System ("CLEM'S") means the computer system which provides access to and entry of public safety and law enforcement data and facilitates the exchange of such data between public safety and law enforcement agencies. CLEMIS also provides access to other criminal justice databases. CLEMIS is interfaced to state and federal law enforcement computers systems which maintain records and files essential to the needs of the public safety and law enforcement community. 1.6. Courts and Law Enforcement Management Information System Division ("CLEMIS Division") means a division of the Oakland County Department of Information Technology that supports CLEMIS users. The CLEM'S Division provides services such as training for CLEMIS, a help desk, technical support, application development, liaison with the State on technology matters, vendor liaison, CLEMIS administration, project management, and a CLEMIS application backup site. 1.7. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.8, Exhibit means all of the following documents which are fully incorporated into this Agreement: 1.8.1. Exhibit I: Software License 1.8.2, Exhibit II: Maintenance Agreement 1.9. Fingerprint Information means the fingerprint impressions and associated data that is entered into the Live Scan Equipment by the Political Subdivision. 1.10. Live Scan Equipment (or Equipment) means cabinet or desktop style handseanner systems including hardware, software, demographic interfaces and software customization as delivered by the Contractor. 1.11. Maintenance Fees means the amount of money paid by the Politica', Subdivision to the County to maintain the Live Scan Equipment pursuant to Section 4 of this Agreement. Maintenance Fees do not include costs for maintenance services not covered by the Maintenance Agreement. 1.12. Political Subdivision means !Insert Name of Political Subdivision]. including, but not limited to, its Council, departments. divisions, elected and appointed officials directors, board members, council members, commissioners, authorities, committees, employees, azents, subcontractors, or any such persons' successors. 1,13. System Manager means the individual or individuals designated by the Political Subdivision who is the authorized point of contact between the County and the Contractor for receiving' sending of material or Live Scan Equipment related to this Agreement or other issues related to this Agreement. INTERLOCAL AGREEMENT FOR lvfliNICIPALITES REVEIVING NEW LIVE SCAN DEV10E(S Lve Scan Aneerner.,--Fina. INTERLOCAL AGREEMENT FOR MUNICIPALITES REVEIVING NEW LIVE SCAN DEVICE(S) cOUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this Agreement, and applicable changes in law, the County shall carry out the following: 2.1. The County shall provide Live Scan Equipment, specifically -[insert number and type of device cabinet or desktop style handscanner system], to the Political Subdivision for its use. The County purchased most of the Live Scan Equipment with grant funds; thus, the County shall remain the owner of the Live Scan Equipment, even though it is located at the Political Subdivision. 2.2. In an effort to reduce costs to the Political Subdivision and the County, the County negotiated and executed a single Software License Agreement, Exhibit I. and Maintenance Agreement, Exhibi`, II, for all Live Scan Equipment purchased by the County. 2.3. The Contractor shall provide the maintenance services for the Live Scan Equipment, not the County, as set forth in the Maintenance Agreement attached as Exhibit II. 2.4. Once the Political Subdivision enters and submits the Fingerprint Information into the Live Scan Equipment, the County will submit the Fingerprint Information to the State of Michigan, pursuant to law, The County shall also store all Fingerprint Information entered and submitted into the Live Sean Equipment at the County. POT JTICAL SUBDIVISION'S RESPONSIBILITIES. 3.1. The Political Subdivision shall use and operate the Live Scan Equipment properly and according to this Agreement and applicable law. 3.2. The Political Subdivision shall comply with the Software License. attached as Exhibit I. and the Maintenance Aarreement. attached as Exhibit II. 3.3. In exchange for the use of the Live Scan Equipment, the Political Subdivision shall pay for the maintenance services provided by the Contractor. The Maintenance Fees and the manner of payment are set forth in Section 4 of this Agreement, The Political Subdivision shall be solely responsible to pay for any maintenance services not covered by the Maintenance Agreement, Exhibit II. 3.4. Each Political Subdivision shall identify a System Manager and alternative and notify the County in writing of the System Manager and alternative. The Political Subdivision must notify the County in writin2 of any changes to the System Manager and alternative within five (5 .) Days of any change. 3.5. The System Manager shall be the first point of contact for the Political Subdivision when problems occur with the Live Scan Equipment. The System Manager shall be the sole individual responsible for relaying problems with the Live Scan Equipment to the Contractor and/or communicating the need for maintenance to the Contractor. 3.6. The Political Subdivision shall send its employees or agents to training classes renarding Live Scan Equipment as required hy the County. The training classes shall be provided to the Poical Subdivision at no charge. INTERLOCAL AGREEMENT FOR MUM CIPALITES REVEIVING NEW LIVE SCAN DEV10E(S) Live Scan Affreernew.--Fina Faze INTERLOCAL AGREEMENT FOR MINICIPALITES REVEIVLNG NEW LIVE SCAN DEVICE(S) 3.7. The Political Subdivision shall require that all users of Live SCRD Equipment report any problem or unusual activity to the System Manager to enable proper maintenance of the Live Scan Equipment. 3.8. The Political Subdivision shall be solely responsible for entering Fingerprint Information into the Live Scan Equipment for its jurisdiction. 3.9. The Political Subdivision shall be solely responsible for ensuring that the Fingerprint Information entered into Live Scan Equipment is accurate, complete, updated, and/or purged as required by law. 3.10, The Fingerprint Information entered into the Live Scan Equipment shall be and remain the data of the Political Subdivision. 3.11. The Political Subdivision shall replace or repair the Live Scan Equipment which is willfully or negligently lost, stolen, damaged, or destroyed and shall be responsible for the costs associated with such replacementor repair, normal wear and tear excepted. 3.12. The Political Subdivision shall not move (from the facility where it is located) the Live Scan Equipment until written notice is given to the County. The Political Subdivision shall not dispose of the Live Scan Equipment without first getting written permission of the County. 3.13. Except as otherwise provided by this Agreement, the Political Subdivision shall be solely responsible for all costs, fines, and fees associated with the use and misuse. of the Live Scan Equipment. 4. FINANCIAL RESPONSIBLITIES. 4.1. The County shall pay the Maintenance Fees to the Contractor annually for the Maintenance Agreement and invoice the Politieal Subdivision for the amount and in the manner set forth in this section. 4.2. The Political Subdivision shall pay Three Thousand, Three Hundred and Thirteen (53,313.00; Dollars in Maintenance Fees annually to the County for four (4) years, for maintenance and preventative services for each cabinet style handscanner system provided to the Political Subdivision by the County. The obligation to pay Maintenance Fees shall begin on May 1, 2009. 4.3. The County shall invoice the Political Subdivision quarterly for the Maintenance Fees. The Maintenance Fees become due to the County upon receipt of such invoice and the Poiitical Subdivision agrees to pay the invoice within forty-five (.45) Days of receipt. 4.4. Except as provided in this Agreement, the County is not responsible for any cost. fee, fine or penalty incurred by the Political Subdivision in connection with this Agreement. 4.5. To the maximum extent provided by law, if there is any amount past due under this Agreemeranthe_Caunty, in its sole discretion, has the right to set off that amount from any amount due to the Political Subdivision from the County, including, but not limited to, distributions from the Delinquent Tax Revolving Fund (DIRT). 5. DURATION OF INTERLOCAL AGREEMENT. INTERLOCAL AGREEMENT FOR MUNICIPALITES REVEIVING NEW LIVE SCAN DEVICE(S) ve Sean %%green-leen—Final Page 4 LNTERLOCAL AGREEMENT FOR MU'.NACIPALITES REVETVING NEW Lra SCAN DEVICE(S) 5.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party, and when the Agreement is filed according to MCL 124,510. 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. 5.2. This Agreement shall remain in effect until December 31, 2013 or until cancelled or terminated by either Party pursuant to Section 7. 6. ASSURANCES, 6.1. Each Party shall be responsible for its own acts and the aats of its employees, agents, and subcontractors, the costs associated with those acts, and the defense of those acts. 6.2. Except as otherwise provided by law, the Political Subdivision shall be responsible for Claims that arise out of its usc of the Live Scan Equipment 6.3. Neither Party shall be liable to the other Party for any consequential, incidental, indirect, or special damages of any kind in connection with this Agreement. 7. TERMTNATION OR CANCELLATION OF AGREEMENT. 7.1. Either Party may terminate or cancel this Agreement for any reason upon thirty (30) days notice. The effective date for termination or cancellation shall be clearly stated in the notice. 7.2. Notwithstanding all y other provision of this Agreement, if the Political Subdivision ceases to be a member of CLEM'S. this Agreement shall terminate, as of the date the Political Subdivision ccases to be a member of CLEMIS, with no notice required by either Pary. 7.3. The Political Subdivision shall not be responsible for payment of Maintenance Fees after the effective date of termination or cancellation of this Agreement. 7.4. Within thirty (30) Days of the effective date of termination or cancellation of this Agreement, the Political Subdivision shall return the Live Scan Equipment to the County. 7.5. The Parties shall not be obligated to pay a cancellation or termination fee, if this Agreement is cancelled or terminated as provided herein. 8. SUSPENSION OF SERVICES. 8.1. Upon notice to the Political Subdivision of the County's determination that the Political Subdivision has failed to comply with federal, state, or local law or the requirements contained in this Agreement, the County may immediately suspend this Agreement, provided the notice contains a detailed description of the basis for the determination. 8.2. Upon submission of a written plan or statement by the Political Subdivision to the County addressing each basis listed in the County's notice and the County agrees to such written plan or statement (such agreement shall not be unreasonably withheld), then the Political Subdivision shall be entitled to an immediate reinstatement of the Agreement. INTERLOCAL AGREEMENT FOR IVIUMCIPALITES REVEIVING NEW LIVE SCAN DEVICE(S) live Scan Am-eel-nein—Final Pace INTERLOCAL AGREEMENT FOR MUNICIPALITES REVEIVLNG NEW LIVE SCAN DEVICE(S) 8.3. The right to suspend this Agreement is in addition to the right to terminate or cancel this Agreement contained in Section 7. 8.4. The County shall not incur penalty ; expense, or liability if services are suspended under this Section, unless the Agreement is not immediately reinstated as provided in this Section or the County wrongfully suspznded the Agreement under this Section. 9, NO THIRD PARTY BENEFICIARIES. Except as expressly provided in this Agreement, this Agreement does not and is not intended to create any obligation, duty, promise, contractual eight or benefit, right to indemnification, right to subrogation, and/or any other right, in favor of any other person or entity. 10. COMPLIANCE WITH LAWS. Each Party shall comply with all federa., state, and local laws, statutes, ordinances, rezulations. administrative rules, and requirements applicable to its activities performed under this Agreement and applicable to the operation of the Live Scan Equipment. 11. DISCRIMINATION. The Parties shall not rii cr.rirninmte. czninct their employees, agents, applicants for employment, or other persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter direetly or indirectly related to employment in violation of any federal, state or local law. 12. RESERVATION OF RIGHTS. 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. 13. FORCE MAJEURE. Each Party shall be excused from any obligations under this Agreement during the time and to the extent that a Party is prevented from performing due to causes beyond such Parry's control, including, but not limited to, an act of God, war, fire, strike, labor disputes. civil disturbances, reduction of power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 14. IN-KIND SERVICES. This Agreement does not authorize any in-kind services, unless previously agreed to by the Parties and specifieally listed herein. 15. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 16. NO IMPLIED WAIVER. Absent a written waiver, no act. failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently effect 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 ir full force. INTERLOCAL AGREEMENT FOR MUNICIPALITES REVEIVOG NEW LIVE SCAN DEVICE(S) Live Sean AnTeern.nt—Final Pao': 6 INTERLOCAL AGREEMENT FOR MUNICIPALITES REVEIVING NEW LIVE SCAN DEVICE(S) 1 8. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Agreement are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this Agreement, Any use of the singularor plural number, any reference to the male, female, or neuter (Lenders, and any possessive 07 nonpossessive use in this Agreement • - • - •-- •• i I" No el " ate plurality, gender or possession as the context requires. 19. NOTICES. Notices giver, under this Agreement shal] be in v\Titing and shall be personally delivered, sent by express delivery service..., certified mail, or fieTt class U.S. mail postage prepaid. An qricir!-sseq-Ito the person listed below. Notice will be deemed given on the date when one of the following first occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (31) three days after mailing first class or certified U.S. 19.1. If Notice is set to the County, it shall he addressed and sent to: Oakland County Department of Infonnation Technology, Manager of CLEMIS 1200 North Telegraph Road, Building 49 West, Pontiac, Michigan, 482,41 and Chnirperson 1)-E qv?. Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 4S:7411 19.2. If Notice is sent to the Political Subdivision, it shall be addressed to: {insert Name and Address of the Agency—NOT System Manager or Local Administrator} 19.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 20. 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 see forth above. 21, AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications. amendments, recissions, waivers, or releases to this Acreement must be in vyThing and agreed to by both Parties, Unless otherwise agreed, the modification, INTERLOCAL AGREEMENT FOR MUNICIPALITES REVERING NEW LIVE SCAN DEVICE(S) Live Scan Page INTERLOCAL AGREEMENT FOR MITNICIPALITES REVEIVIING NEW LIVE SCAN DEVICE(S) amendment, recission, waiver, or release shad i be sierned by the same persons who signed the Agreement or other persons ag guthorized .by the Parties' governing bodies, RESCISSION OF PREVIOUS INTERLOCAL AGREEMENT. This Agreement hereby rescinds and supersedes the Live Scan Maintenance Agreement previously entered into between the County and eal Subdivision and this Agreement shall control ar matters contemplated therein. ENTIRE AGREEMENT. This Agreement represents the entire Agreement and understanding between the 1-).irties. This Agreement supersedes all other oral or written Agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fir nifnninr arei not construed strict, for or against any Party. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The pe.rsor s signin9 this _A_greement on behalf of eaci Par:y have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. IN WITNESS WHEREOF, hereby acknowledges that he has been authorized by a resolution of the . a certified copy of which is attached, to execute this Agreement on behalf of the Political Subdivision and hereby accepts and binds the Political Subdivision to the terms and conditions of this Agreement. EXECUTED: DATE: WITNESSED: DATH: IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson. Oakland County Board of Commissioners, hereby acknowledges that he has been autheizal by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Agreement on behalf of Oakland County and hereby accepts and binds Oakland County to the terms and conditions of tbiq Agreement. EXECUTED: DATE: Bill Bullard, Jr., Chairperson Oakland County Board. of Commissioners INTERLOCAL AGREEMENT FOR MUNICIPALITES REVEIVING NEW LIVE SCAN DEVICE(S) Live Scan Arzreernem--1-iria] Pac'e INTERLOCAL AGREEMENT FOR MUNICIPALITES REVERING NEW LIVE SCAN DEVICE(S) WITNES SED: DATE: Ruth Johnson, Clerk Register of Deeds County of Oakland INTERLOCAL AGREEMENT FOR MUNICIPALITES REVEIVING NEW LIVE SCAN DEVICE(S) Liv2 an AEreerncm—Finall Pa2f. 9 INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES LIVE SCAN AGREEMENT BETWEEN OAKLAND COUNTY ANTI [INSERT NAME OF POLICITICAL SUBDIVISION] This Agreement is made between Oakland County, a Constitutional Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 and [INSERT NAME AND ADDRESS OF POLITICAL SUBDWISIONI. In this Agreement. the County and the Political Subdivision may also be referred to individually as "Party" or jointly as "Parties.' PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Political Subdivision enter into this Agreement. The purpose of this Agreement is to delineate the responsibilities and obligations of the Parties regarding use and maintenance of Live Scan Equipment and Political Subdivision Equipment for submission and exchange of Fingerprint Information. 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, within or without quotation marks, or possessive or noripossessive, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and onditions or. this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification or amendment. 1.2. Claim means any alleged loss, claim, complain:, demand for relief or damages, cause of action, proceeding, judgment, deficiency, liability, penalty, fine, litigation, cost, or expense, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement, which are imposed on, incurred by, or asserted against the County or Political Subdivision, its employees or agents, whether such Claim is brought in law, equity, tort, contract, or otherwise. 1.3. Contractor means the vendor selected by the County, pursuant to County purchasing policies and procedures, to provide the Live Scan Equipment and the maintenance services for the Live Scan Equipment, 1.4. County means Oakland County, a Municipal and_ConsututionaLCorporation including, but not limited to, all depa;uue,,nts, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members. INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE. UPGRADES Scan ALrreemerE---Fina Pa,re INTERLO CAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES council members, commissioners, authorities, committees, employees, agents, or any such persons successors. 1.5. Courts and Law Enforcement Management Information System ("CLEMIS") means the computer system which provides access to and entry of public safety and law enforcement data and facilitates the exchange of such data between public safety and law enforcement agencies. CLEMIS also provides access to other criminal justice databases. CLEMIS is interfaced to state and federal law enforcement computers systems which maintain records and files essential to the needs of the public safety and law enforcement community. 1.6. Courts and Law Enforcement Management Information System Division ("CLEWS Division") means a division of the Oakland County Department of Information Technology that supports CLEN:IS users. The CLENIIS Division provides services such as training for CLEM'S, a help desk, technical support, application development, liaison with the State on technology matters, vendor liaison. CLEM1S administration, project management, and a CLEM'S application backup site. 1.7. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.8. Exhibit means all of the following documents which are filly incorporated into this Agreement: L8.1. Exhibit I: Software License 1.8.2. Exhibit II: Maintenance Agreement 1.9. Fingerprint Information means the fingerprint impressions and associated data that is entered into the Live Scan Equipment or Political Stibdivision Equipment by the Political Subdivision, 1.10. Live Scan Equipment (or Equipment) means cabinet DT desktop style handscanner systems including hardware, software, demographic interfaces and software customization as delivered by the Contractor and owned by the County. 1.11. Maintenance Fees means the amount of money paid by the Political Subdivision to the County to maintain the Live Scan Equipment and Political Subdivision Equipment pursuant to Section 4 of this Agreement. Maintenance Fees do not include costs for maintenance services not covered by the Maintenance Agreement. 1.12. Political Subdivision means the [INSERT NAME OF POLITICAL SUBDIVISION] including, but not limited to, its Council, departments, divisions, elected 7pninted officials, directors, board members, council members, commissioners, authorities, committees, employees,. agents, subcontractors, or any such persons' successors. 1.13. Political Subdivision Equipment means the cabinet or desktop style hand scanner systems including hardware and software and printer owned by the Political Subdivision. 1.14. System Manager means the individual or individuals designated by the Political Subdivision who is the authorized point of contact between the INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AM) SOFTWARE UPGRADES Live Scan Agreernere-eFinal Pact ct — INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES County and the Contractor for receivingisending of material or Live Scan Equipment related to this Agreement or other issues related to this Agreement. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this Agreement, and applicable changes in law, the County shall carry out the following: 2.1. The County shall provide Live Scan Equipment, specifically one (1) cabinet style handscanner system, to the Political Subdivision for its use. The County purchased most of the Live Scan Equipment with grant funds; thus, the County shall remain the owner of the Live Scan Equipment, even though it is located at the Political Subdivision, 2.2. The County shall pay for the software upgrades to the Political Subdivision Equipment. 2.3. In an effort to reduce costs to the Political Subdivision and the County, the County negotiated and executed a single Software License Agreement, Exhibit I, and Maintenance Agreement, Exhibit II, for all Live Scan Equipment purchased by the County and for Political Subdivision Equipment. 2.4. The Contractor shall provide the maintenance services for the Live Scan Equipment and Political Subdivision Equipment. not the County, as set forth in the Maintenance Agreement attached as Exhibit II. 2.5. Once the Political Subdivision enters and submits the Fingerprint Information into the Live Scan Equipment and the Political Subdivision Equipment, the County will submit the Fingerprint Information to the State of Michigan, pursuant to law. The County shall also store all Fingerprint Information entered and submitted into the Live Scan Equipment and the Political Subdivision Equipment at the County. POLITICAL SUBDIVISION'S RESPONSIBILITIES. 3.1. The Political Subdivision shall use and operate the Live—ScanEquipment and the Political Subdivision Equipment properly and according to this Agreement and applicable law. 3.2. The Political Subdivision shall comply with the Software License, attached as Exhibit I, and the Maintenance Agreement, attached as Exhibit II, 3.3. In exchange for the use of the Live Scar, Equipment and the software upgrades to the Political Subdivision Equipment, the Political Subdivision shall pay for the maintenance services provided by the Contractor. The Maintenance Fees and the manner of payment are set forth in Section 4 of this Agreement. The Political Subdivision shall be solely responsible to pay for any maintenance services not covered by the Maintenance Agreement, Exhibit IL 3.4. Each Political Subdivision shall identify a System Manager and alternative arid notify the County in 1,,,riting of the System Manager and alternative. The Political Subdivision must notify the County in writing of any changes to the System Manager and alternative within five I, 5 .) Days of any change. INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES Live Scar. ALTE=1`,',11',--Fi:12: Page LNTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES 3.5. The System Manager shall be the first point of contact for the Political Subdivision when problems occur with the Live Sean Equipment or the Political Subdivision Equipment. The System Manager shall be the sole individual responsible for relaying problems with the Live Scan Equipment or the Political Subdivision Equipment to the Contractor and/or communicating the need for maintenance to the Contractor, 3.6. The Political Subdivision shall send its employees or agents to training classes regarding Live Sean Equipment as required by the County. The training classes shall be provided to the Politic ai Subdivision at no charge. 3,7. The Political Subdivision shall require that all users of Live Scan F.quipment or Political Subdivision Equipment report any problem or unusual activity to the System Manazer to enable proper maintenance of the Live Scan Equipment or Political Subdivision Equipment_ 3.8. The Political Subdivision shal. be solely responsible for entering Fingerprint Information into the Live Scan Equipment and Political Subdivision Equipment for its jurisdiction: 3.9. The Political Subdivision shall be solely responsible for ensuring that the Fingerprint information entered into Live Sean Equipment and Politcal Subdivision Equipment is accurate, compiete updated, and/or purged as required by law. 3.10, The Fingerprint lnfi-rmTirrn ente.rp.ri into the Live Scan Equipment and the Political Subdivision Equipment shall be and rfl-rmin the, (12ta of the Political Subdivision, 3.11 , The Political Subdivision shall replace or repair the Live Scan Equipment which is willfully or nenlinently lost. stolen. damaged. or destroyed and shall be responsible for the costs associated with such replacement or repair, normal wear and tear excepted. 3.12. The Political Subdivision shall not move (from the facility where i is located) the Live Scan Equipment until written notice is given to the County. The Political Subdivision shall not dispose of the Live Scan Equipment without first getting written permission of the County. 3.13. Except as otherwise provided by this Agreement, the Political Subdivision shall be solely responsible for all costs, fines, and fees associated with the use and misuse of the Live Scan Equipment and the Political Subdivision Equipment. 4. FINANCIAL RESPONSIBLITIES. 4.1. The County shall pay the Maintenance Fees to the Contractor annually for the Maintenance Agreement and invoice the Political Subdivision for the amount and in the manner set forth in this section. 4.2. The Political Subdivision shall pay Three Thousand, Three Hundred and Thirteen ($3.313.00 -) Dollars in Maintenance Fees annually to the County for four (4)it.iars, for twenty-four by seven (24K7) maintenance and preventative services for each cabinet style handscanner system provided to the Political Subdivision by the County. The obligation to pay Maintenance Fees shall begin on May 1. 2009. INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES ive Sean. Agree:nem—Final Page 4 INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES 4.3. Tile Political Subdivision shall pay [INSERT MAINTENANCE FEE AMOUNT] in maintenance fees annually to the County for four (4) years, for [INSERT 9X5 OR 24X7 TIME FRAME] maintenance for the Political Subdivision Equipment, including the Political Subdivision printer. The obligation to pay maintenance fees shall begin on May 1, 2008. 4.4. The County shall invoice the Political Subdivision quarterly for the Maintenance Fees. The Maintenance Fees become due to the County upon receipt of such invoir- nnr1 thp. Pr)litinal Subdivision agrees to pay the invoice within forty-five (45) Days of receipt 4.5. Except as provided in this Agreement, the County is not responsible for any cost, fee, fine or penalty incurred by the Political Subdivision in conneation with this Agreement. 4,6. To the maximum extent provided by law, if there is any amount past due under this Agreement. the County, in its sole discretion, has the right to set off that amount from any amount due to the Political Subdivision from the County, including, but not limited to, distributions from the Delinquent Tax Revolving Fund (DTRF). 5. DURATION OF INTERLOCAL AGREEMENT, 5.1. The Agreement and any amendments hereto shall be effective when executed by both-Parties, with resolutions passed by the governing bodies of each Party, and when the Agreement is filed acc...ordinr to MCL 124.510. The approval and terms of this Agreement and any amendments hereto shall be entered in the official minutes of the voverning bodies of each Party. 5.2. This Agreement shall remain in effect until December 31, 2013 07 until cancelled or terminated by either Party pursuant to Section 7. 6. ASSURANCES. 6,1, Each Party shall be responsible for its own acts and the acts of its employees, agents, and subcontractors, the costs associated with those acts, and the defense of those acts. 6.2. Except as otherwise provided by law, the Political Subdivision shall be responsible for Claims that arise out of its use of the Live Scan Equipment or the Political Subdivision Equipment. 6.3. Neither Party shall be liable to the other Party for any consequential, incidental.. indirect, or special damages of any kind in connection with this Agreement. 7. TERMINATION OR CANCELLATION OF AGREEMENT. 7.1. Either Party may terminate or cancel this Agreement for any reason upon thirty (30) days notice. The effective date for termination or cancellation shall be clearly stated in the notice. 7.2. Notwithstanding any other provision of this Aareement. if the Political Subdivision ceases to be a member of CLEMIS, this Agreement shall terminate, as of the date the Political Subdivision ceases to be a member of CLEMIS, with no notice required by either Party. INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES Li Scan Aureemn7.--Fina! Page 5 INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES 7.3. The Political Subdivision shall not be responsible for payment of Maintenance Fees after the effective date of termination or cancellation of this Agreement. 7.4. Within thirty (30) Days of the effective date of termination or cancellation of this Agreement, th, Politic:al Subdivision shall return the Live Scan Equipment to the County. 7.5. The Parties shall not be obligated to pay a cancellation or termination fee, if this Agreement is cancelled or terminated as provided herein. 8. SUSPENSION OF SERVICES. 8.1. Upon notice to the Political Subdivision of the County's determination that the Political Subdivision has failed to comply with federal, state, or local law or the requirements contained in this Agreement. the County may immediately suspend this Agreement, provided the notiee nontninga CIPtATIFT1 description of the basis for flip determination, 8.2. Upon submission of a v,Titter. plan or statement by the Political Subdivision to the County addressing each basis listed in the County's notice and the County agrees to such written plan or statement such agreement shall not be unreasonably withheld), then the Political Subdivision shall be entitled to an immediate reinstatement of the Agreement. 8.3. The right to suspend this Agreement is in addition to the right to terminate or cancel this Agreement contained in Section 7. 8.4, The County shall not incur penalty, expense, or liability if services are suspended under this Section, unless the Agreement is not immediately reinstated as provided in this Section or the County wrongfully suspended the Agreement under this Section. 9. NO THIRD PARTY BENEFICIARIES. Except as expressly provided in this Agreement, 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. 10. COMPLIANCE WITH LAWS, Each Party shall comply with all federal, state, and local laws, statutes, ordinances, renTulations, administrative rules, and requirements applicable to its activities performed under this Agreement and applicable to the nperstior ft l ive Scan Equipment and Political Subdivision Equipment. 11. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for em.ployrnent, or other persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal. state or local law. 12. RESERVATION OF RIGHTS. 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. 13, FORCE IVIAJEURE. Each Puny shall be excused from any obligations wider this Agreement ritirinE the tirnE. and to the extent that a Party is prevented from performing due to causes beyond such Party's control. including, but not limited to. an act of God, wan fire, strike. labor disputes. civi disturbances, reduction of INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES L:vc Scan Azreernenn—Final Peee 6 INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES power source, or any other circ=stances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 14. IN-KIND SERVICES. This Agreement does not authorize any in-kind =ices, unless previously agreed to by the PArties 2n1 qpecitically listed herein. 15. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any ohligatiorv or riEtr-c unrier this Agreement without the prior written consent of the other Party. 16, NO IMPLIED WAIVER. Absent a written waiver, no act. failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or othenvise. in one or more instances, shall be deemed or construed q r,nntiniiing waiver of any term. condition, or provision of this Agreement. No waiver by either Party shall subsequently effect 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. CAPTIONS. The section and subsection numbers, eaptions, and any inde..x. 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 21,12reernent. Any use of the singular or plural number. any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality. gender or possession as the context requires. 19. NOTICES. Notices u,-iven under this Agreement shal: be in v,Titing and shall be personally delivered, sent by express delivery service. certified mail, or first class U.S. mail pOSVAcr prermirl aricirF.ReEtti to the person listed below. Notice will be deemed given on the date when one of the following. arst occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (Ithreee days after mailing first class or certified U.S. mail. 19.1. If Notice is set to the County, it shall be addressed and sent to: Oakland County Department of information Technology, Manager of CLEM1S Division, 1200 North Telegraph Road. Building 49 West. Pontiac, Michigan. 48341 and Chairperson of the Oakland County Board of Commissioners. 1200 North Telegraph. INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES Th.'t Scar, Agreeneern--Find Page 7 INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES Pontiac, Michigan 48341 19.2. If Notice is sent to the Political Subdivision, it shall be addressed to: finsert Name and Address of the Agency—NOT System Manager or Local Administrator} 19.3. Either Party may change the niirirecs and/or inciividual to which Notize is sent by notifying the other Party in v,Titing of the change. 20. 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 Michiann Sciuthern Division. as dictated by the applicable jurisdietion of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 21. AGREEMENT MODIFICATION'S OR AMENDMENTS. Any modifications, amendments, recissions. waivers, or releases to this Agreement must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, recission., waiver, or release shall be signed by the same persons who sinned the Agreement or other persons as authorized by the Parties' governing bodies. 22. RESCISSION OF PREVIOUS INTERLOCAL AGREEMENT. This Agreement hereby rescinds and supersedes the Live Sean Maintenance Agreement previously entered into between the County and Polieleal Subdivision and this Agreement shall control all matters contemplated therein, 23. ENTIRE AGREEMENT, This Agreement represents the entire Agreement and understanding between the Parties. This Agreement supersedes all other oral or writter, 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, The Parties have taken all actions and ci-r.tiri-el 211 npprovals necessary to authorize and complete this Agreement. The percnns qipaing_this .Areement on behalf of tad Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. IN WITNESS WHEREOF, hereby acknowledges that he has been authorized by a resolution of the „ a certified copy of which is attached, to execute this AaTeement on behalf of the Political Subdivision and hereby accepts and binds the Political Subdivision to the terms and conditions of this Agreement. INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES Live Scan Agreement—Tinal Pagt INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES EXECUTED: DATE . WITNESSED: DATE; IN WITNESS WHEREOF, Bil: Bullard, Jr., Chairix..rsor„ Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Agreement on behalf of Oakland County and hereby accepts and binds Oakland County to the terms and conditions of this Aueement. EXECUTED: DATE: Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Ruth Johnson, Clerk Register of Deeds County of Oakiand INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES LiV z,'an A mretIntn:--Firia Page 9 INTERLOCAL AGREEMENT WITH MUNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY LIVE SCAN AGREEMENT BETWEEN OAKLAND COUNTY AND [NAME OF POLITICAL SUBDIVISION] This Agreement is made between Oakland County, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Ivliebigan 48'2.41 and [Name and Address of Political Subdivision]. In this Agreement, the County and the Political Subdivision may also be referred to individually as "Party" or jointly as "Partie.s." PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq.. the County and the Political Subdivision enter into this Agreement. The purpose of this Agreement is to delineate the responsibilities and obligations of the Parties regarding use and maintenance of Live Scan Equipment for submission and exchange of Fingerprint Information. 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 Azreement, whether used in the sinvular OT plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read. and interpreted as follows: 1.1. Agreement means the terms and conditions of this Mreement, the Exhibits attached hereto, and any other mutually atireed to written and executed modification or amendment. 1.2. Claim means any allend loss, claim, complaint, demand for relief or damages, cause of action, proceeding, juri 01-11'tvr liability. penalty, fine, litigatica„casn_aL expense, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement, which are imposed on, incurred by, or asserted against the County or Political Subdivision, its employees or agents, whether such Claim is brought in law, equity, tort, contract, or otherwise. 1.3. Contractor means the vendor selected by the County, pursuant to County purchasing policies and procedures, to provide the Live Scan Equipment or software upgrades to Live Scan Equipment currently owned by the Political Subdivision and to provide maintenance services for the Live Scan Equipment. INTERLOCAL AGREEMENT WITH MUNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY Live Scan Agreement Paoe INTERLOCA.L. AGREEMENT WITH MUNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY 1.4. Counts, means Oakland County, a Constitutional Corporation including, but not limited to, all rippartnimitc, divisions, the County Board of Commissiorrm,. eiPotPrl snd qppointeci officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, or any such persons' successors. 1.5. rourt3 and Law Enforcement Mannement Information System ("CLEWS") means the computer system which provides access to and entry of public safety and law enforcement data and facilitates the exchange of such data between public safety and law enforcement agencies. CLEMIS also provides access to other criminal justice databases. CLEMIS is interfaced to state and federal law enforcement computers systems which maintain records Arvifiic PS'cPniiR1 to the needs of the public safety and law enforcement community. 1.6. Courts and Law Enforcement Mana2ement Information System Division ("CLEWS Division") means a division of the Oakland County Department of Information Technology that supports CLEMIS users. The CLEMIS Division provides set-vit.:es such as training for CLEivIIS, a help desk, technical support, application development, liaison with the State on technology matters, vendor liaison. CLEM1S administration, project management, and a CLEMIS application backup site. 1.7. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.8. Exhibit means all of the following documents which are fully incorporated into this Agreement: 1.8.1. Exhibit I: Software License 1.8.2. Exhibit II: Maintenance Agreement 1.9. Fingerprint Information means the fingerprint impressions and associated data that is entered into the Live Scan Equipment by the Political Subdivision. 1.10. Live Scan Eouinment tor Equipment) means all cabinet or desktop style handscanner systems including hardware, software, demographic interfaces and software customization which are currently owned by the Political Subdivision, 1.11. Maintenance Fees means the amount of money paid by the Political Subdivision to the County to maintain the Live Scan Equipment pursuant to Section 4 of this Agreement. Maintenance Fees do not include costs for maintenance services not covered by the Maintenance Agreement. 1.12. Political Subdivision means [Insert Name of Political Subdivision" including, but not limited to. its Council, departments, divisions, elected and appointed officials. directors, board members. council members, commissioners, authorities. committees, employees, agents, subcontractors, or any such persons' successors. 1.13. System Manager means the individual or individuals desiznated the Political Subdivision who is the alithorizt-.0 point of contact between the County and the Contractor for ren.eiving/Sendinfl of material or Live Scan INTERLOCAL AGREEMENT WITH MUNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY Live Scan Agrcernerr. Palle 2 INTERLOCAL AGREEMENT WITH MITNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY Equipment related to this Agreement or other issues related to this Agreement. 2. COUNTY RESPONSIBILITIES, Subject to the terms and conditions contained in this Agreement, and applicable changes in law, the County shall carry out the following: 2.1. The County shall pay for the software upgrades to the Live Scan Equipment. 2.2. In an effort to reduce costs to the Political Subdivision and the County, the County negntiatnd an ,F.xecuted a single Software License Agreement, Exhibit I. and Maintenance Agreement, Exhibit II , for the Live Scan Equipment and the live Cr,211 t'.(piiprne-nt purchased and owned by the County. 2.3. The Contractor shaL provide the maintenance services for the Live Scan Equipment, not the County, as set forth in the Maintenance Agreement attached as Exhibit II. 2.4, Once the Political Subdivision enters and submits the Fingerprint Information into the Live Scan Equipment, the County will submit the Fingerprint Information to the State of Michigan, pursuant to law. The County shall also store all Fingerprint Information entered and submitted into the Live Sean Equipment at the County. 3. POLITICAL SUBDIVISION'S RESPONSIBILITIES. 3.1. The Political Subdivision shall use and operate the Live Scan Equipment properly and according to this Agreement and applicable law. 3.2. The Political Subdivision shall comply with the Software License, attached as Exhibit I, and the Maintenance Aueement, attached as Exhibit 3.3. In exchange for the software upgrades to the Livesean Equipment, the Political Subdivision shall pay for the maintenance se.reices provided by the Contractor. The Maintenance Fees and the manner of payment are set forth in Section 4 of this Agreement. The Political Subdivision shall be solely responsible to pay for any maintenance services not covered by the Maintenance Azreement, Exhibit II. 3.4. Each Political Subdivision shall identify a System Manager and alternative and notify the County inlArriting of the System Manager and alternative, The Political Subdivision must notify the County in writing of any changes to the System Manager and alternative within five (5) Days of any change, 3.5. The System Manager shall be the first point of contact for the Political Subdivision when problems occur with the Live Sean Equipment. The System Manager shall be the sole individual responsible for relaying problems with the Live Scan Equipment to the Contractor and/or communicating the need for maintenance to the Contractor. 3.6. The Political Subdivision shall send its employees or agents to training classes regarding Live Scan Equipment as required by the County. The training classes shall be provided to the Political Subdivision at no charge. 3.7. The Political Subdivision shall require that all users of Live Scan Equipment report any problem or unusual activity to the System Manager to enable proper maintenance of the Live Scan Equipment, INTERLOCAL AGREEMENT WITH MUNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY Live Scan Anreennen u, 41.(1:, LNTERLOCAL AGREEMENT WITH ISTETNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY 3.8. The Political Subdivision shall be solely responsible for entering Fingerprint Information into the Live Scan Equipment for its jurisdiction. 3.9. The Political Subdivision shall be solely responsible for ensuring that the Fingerprint Information entered into Live Scan Equipment is accurate, complete, updated, and/or purged as required by law, 3.10. The Fingerprint Information entered into the Live Scan Equipment shall be and remain thp. (int] of the Pnlitioal Subdivision. 3.11. Except as otherwise provided by this Aunment. the Political Subdivision shall be solely responsible for all costs. fines, and fees associated with the use and misuse of the Live Scan Equipment. 4. FINANCIAL RESPONSIBLITIES, 4.1. The County shall pay the Maintenance Fees to the Contractor annually for the Maintenance Agreement and invoice the Political Subdivision for the amount and in the manner set forth in this section 4.2. The Political Subdivision shall pay (Insert Amount) Dollars in Maintenance Fees annually to the County for four (4) years. for (Insert 95 or 2417 time frame) maintenance and preventative services for the Live Scan Equipment. The obligation to pay Maintenance Fees shall begin on (Insert Date). 4.3. The County shall invoice the Political Subdivision quarterly for the Maintenance Fees. The Maintenance Fees become due to the County upon receipt of such invoice arir1 the -Politiml Subdivision agrees to pay the invoice within thirty (30) Days of receipt. 4.4. Except as provided in this Agreement, the CounTy is not responsible for any cost, fee, fine or penalty incurred by the Political Subdivision in connection with this Agreement. 4.5. To the maximum extent provided by law, if there is any amount past due under this Agreement. the County, in its sole discretion, has the right to set off that amount from any amount due to the Political Subdivision from the County, including. but not limited to, distributions from the Delinquent Tax Revolving Fund (DTRF 5. DITRATION OF INTERLOCAL AGREEMENT. 5.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party, and when the Agreement is filed according to MCL 124.510. The approval and terms of this Agreement and any arnearime.ra.c hereto shall be entered in the official minutes of the governing bodies of each Party. 5.2. This Agreement shall remain in effect until December 31, 2013 or until cancelled or terminated by either Party pursuant to Section 7. 6, ASSURANCES. 6.1. Each Party shall be responsible for its own acts and the acts of its employees, agents. and subcontractors, the costs associated with those acts, =lithe defense of those acts. 6.2. Except as otherwise provided by law, the Political Subdivision shal: be responsible for Claims that arise out of its use of the Live Scan Equipment INTERLOCAL AGREEMENT WITH MUNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY Live Scan A.ureenicr.7 Pane 4 INTERLOCAL AGREEMENT WITH MUNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY 6.3. Neither Party shall be liable to the other Party for any consequential, incidental, indirect, or special damages of any kind in connection with this Agreement. 7. TERMINATION OR CANCELLATION OF AGREEMENT. 7.1. Either Party may terminate or cancel this Agreement for any reason upon thirty (30) days notice. The effective date for termination or cancellation shall be clearly stated in the notice. 7.2.. Notwithstanding any other provision of this Agreement, if the Political Subdivision ceases to be a member of CLEMIS. this Ageement shall terminate, as of the date the Political Subdivision ceases to be a member of CLEM'S, with no notice required by either Party. 7.3. The Political Subdivision shall not be responsible for payment of Maintenance Fees after the effective date of termination or cancellation of this Agreement. 7.4. Upon termination of this Aueement, the Political Subdivision shall cease using the software upgrades to the Live Scan Equipment paid for by the County. 7.5. The Parties shall no be obligated to pay a cancellation or termination fee, if this Agreement is cancelled or terminated as provided herein. 8. SUSPENSION or SERVICES. Upon notice to the Political Subdivision, the County may immediately suspend this Agreement if the Political Subdivision has failed to comply, in the County's discretion, with federal, state. or local law or the requirements contained in this Agreement. The right to suspend this Agcement is in addition to the right to terminate or cancel this Anreement contained in Section 7. The County shall not incur penalty, expense, or liability if services are suspended under this Section. 9. NO THIRD PARTY BENER CIARIES. Except as expressly provided in this Agreement, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, andlor any other right. in favor of any other person or entity, 10. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local laws, statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement and applicable to the operation of the Live Scan Equipment, 11. DISCRIMINATION, The Parties shall not discriminate against their employees, agents, applicants for employment, or other persons or entities with respec: to hire, tenure, terms, conditions, and privileges of employment. or any matter directly or indirectly related to employment in violation of any federal, state or local law. 12. RESERVATION RIGHTS. This Agreement does not, and is not intended to, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilene, power, obliaation. duty. or immunity of the Parties. 13. FORCE MAJEURE. Each Party shall be excused from any obligations under this Agreement during the time and to the extent that a Parry is prevented from performing due to causes beyond such Party's control, including, but not limited to an act of God, war, fire, strike, labor disputes, civil disturbances, reduction of INTERLOCA.L AGREEMENT WITH MUNI CIPALITES RECEIVING SOFTWARE UPGRADES ONLY Live Scan Aurternent Pa f INTERLOCAL AGREEMENT WITH MUNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 14. IN-KIND SERVICES, This Agreement does not authorize any in-kind services, unless previously agreed to by the Parties and specifically listed herein, 15. DELEGATION/SUBCONTRACT/ASSJGNMEN.T. A Party shall not delegate, subcontract, andior assign any obligations or rights under this Agreement without the prior written consent of the other Party. 16. NO IMPLIED WATVER, Absent a Witten 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 effect 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, cond'eions, and provisions of this Agreement shall remain in full force. 18. CAPTIONS. The section and subsection numbers, captions. and any index to such sections and subsections contained in this Agreement are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this Agreement. Any use of the similar or plura: number, any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 19. 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: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (:;) three days after mailing first class or certified U.S. mail. 19.1. If Notice is set to the County, it shall be addressed and sent to: Oakland County Department of Information Technology, Manager of CLEM1S Division, 1200 North Telegraph Road, Building ;f--419 West, Pontiac, Michigan, 48:341 and Chairperson of the Oakland County Board of Commissioners, 1200 North Teleeraph, Pontiac, Michigan 4241 INTERLOCAL AGREEMENT WITH MUNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY Live Scan ATreernent Pace 6 INTERLOCAL AGREEMENT WITH MUNICIPMITES RECEIVING SOFTWARE UPGRADES ONLY 19.2. If Notice is sent to the Political Subdivision. it shall be addressed to: {Insert Name and Address} 19.3. Either Party may change the address andlor individual to which Notice is sent by notifying the other Party in writing of the rhnnu.. 20. GOVERNING LAW/CONSENT TO JURISDICTION AND VENITi. This Agreement shall be governed, interpreted, and enforeed 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 C7 related to this Agreement shall be brought in the 6th Judieial Circuit Court of the State of Michigan. the 50th District Court of the State of Michigan, or the Linited 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. 21. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications. amendments; recissions, waivers, or releases to this Agreement must be in writing and agreed to by both Parties. -Unless otherwise arced, the modification, amendment, recission, waiver, or release shall be sizned by the same persons who signed the Agreement or other persons as authorized by the Parties governing bodies. ,. RESCISSION OF PREVJOI.:S INTERLOCAL AGREEMENT. This Agreement hereby rescinds and supersedes the Live Sean Maintenance Agreement previously entered into between the County and Political Subdivision and this Agreement shall control all matters contemplated therein. 23. ENTIRE AGREEMENT. This Agreement represents the entire Agreement and understanding between the Parties. This Agreement supersedes all other oral or written Agreements between the Parties. The language of tins Agreement shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. INTERLOCAL AGREEMENT WITH MUNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY Live Scan :A=nni PazL- INTERLOCAL, AGREEMENT WITH MUNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY 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 iegal authority to sip this A -n-eement and bind the Parties to the terms and conditions contained herein. IN WITNESS WHEREOF , hereby acknowledges that he has been authorized by a resolution of the a certified copy of which is attached, to execute this Agreement on behalf of the Political Subdivision and hereby accepts and binds the Political Subdivision to the terms and conclitiOns of this Agreement. =1.7 I ED: DATE: WITNESSED: DATE: IN WITNESS WHEREOF, Bill Bullard. Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, 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: Bill Bullard. Jr., Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Ruth Johnson, Clerk Register of Deeds County of Oakland INTERLOCAL AGREEMENT WITH MUNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY Live Scan ivi.reetm.',n par...4t Exhibit I Software License Agreement This License Agreement ("Agreement") is between the County and Contractor for the Software identified in Exhibit IV of the Contract which includes any associated media and the printed, online, or electronic documentation created by Contractor ("Documentation"). The Software and Documentation are protected by United States Copyright Laws and international Copyright treaties, as well as other intellectual property laws. The Software is licensed, not sold. 1. GRANT OF LICENSE. In consideration of payment in full of the applicable purchase price for the System or other fees due Contractor as well as other consideration recited herein, Contractor grants to the County and the Sites, listed in Exhibit IV, a revocable nonexclusive license to use the Software on Inc System within which the Software is installed and to use the Documentation solely in connection with such use of the System. Contractor reserves an rights to the Software and Documentation that have not been expressly granted to the County in this Agreement. 2. LICENSE LIMITATIONS. Except as expressly provided in this Agreement and except for making a reasonable number of copies of the Software and Documentation for disaster recovery purposes only, the County may not copy, distribute copies, modify or prepare derivative works based on the Software or Documentation. The County may not reverse engineer, decompile, or disassemble the Software except and only to the extent that such activity is expressly permitted by applicable law. Except as provided in this Agreement, the County may not sublicense, rent or lease the Software, The County may permanently transfer all of County's rights under this Agreement by transferring the System to a third parry: provided that the County retains no copies of the Software and Documentation (including all component parts. the media and printed materials, any upgrades and this Agreement), and the recipient agrees to the terms of this Agreement. If the Software is an upgrade, any transfer must include all prior versions of the Software. Upon termination of the Contract, the County shall destroy any and all copies of the Software and Documentation in its possession or control. 3. OWNERSHIP RIGHTS. All right, title and interest in and to the Software and Documentation, including all rights in Copyright, and any copies of the Software and Documentation, are owned exclusively by Contractor. Any third party software provided by Contractor in connection with the System is licensed to the County under the terms of the third party's software license agreement and other documentation that accompanies the System. Contactor shall provide the Count). with copies of such License Agreements. 4. LIMITED WARRANTY / DISCLAIMER OF WARRANTIES / LD/IITATION OF LIABILITY. The Contractor warrants that the Software will perform in accordance with the Documentation., and Contractor's written specifications contained in Exhibit I for a period of one (1) year from the date the Acceptance Test Plan is executed by both Parties. Contractor's sole obligations and the County's exclusive remedy under this warrant), are limited to, at Contaetor's option, repairing, replacing. providing credit for or refunding the net purchase price of the System which shall be returned to the factory of origin prior to expiration of the warranty period, transportation charges prepaid by Contractor. CONTRACTOR DOES NOT WARRANT THAT THE SOFTWARE EMBEDDED. INSTALLED IN OR USED IN CONNECTION WITH THE SYSTEM IS ERROR FREE OR THAT USE OF SUCH SOFTWARE WILL BE UNINTERRUPTED. EXCEPT AS PROVIDED IN THIS CONTRACT, CONTRACTOR L.7.1:7:ibj I So:iware Lens. :'vgc i SPECIFICALLY DISCLAIMS ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES COisiCERICNG THE SOFTWARE EMBEDDED OR INSTALLED THEREIN OR USED IN CONNECTION THEREWITH, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. This warranty shall not apply to any Software which has been installed, repaired, modified or altered in any way, except by Contractor, or which was authorized by Contractor, or which has been subjected to misuse, negligence, or accident. The aforementioned provisions do not extend the original warranty period of any System that has either been repaired or replaced by Contractor. 5. WARRANTY SERVICE CALLS, You may contact Contractor's TouchCare Support Center by calling l-888-HELP-IDX (888-435-7439). 6. U.S. GOVERNMENT RESTRICTED RIGITTS. The Software and Documentation provided therewith are provided with RESTRICTED RIGHTS. Use duplication or disclosure by the United States Government is subject to the restrictions as set forth in Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Aeouisition Regulation 227,7202 for military agencies. Soto,vare Ljcenst. 2 EXTHBIT II SYSTEM MAINTENANCE TERMS AND CONDITIONS I. GENERAL SCOPE OF COVERAGE Subject to payment in full of the applicable maintenance fees for the System described in Contractors Maintenance Agreement Addendum ("Addendum") with the County, Contractor, or its authorized agents or subcontractors, shall provide the System maintenance services ("Services") set forth and in accordance with the terms herein (this "Agreement") and the Addendum to the County and the Sites. The terms of the Addendum are hereby incorporated into this ,A.grecment by this reference. II. MAINTENANCE SERVICES The Services provided by Contractor are those services selected by the County from one or more of the following maintenance services programs: A. Included With All Remedial Maintenance Services. Included With All Remedial Maintenance Services are as follows: • Unlimited 24/7 telephone technical support for System hardware and software from the Contractor ToucbCare Support Center via Contractor toll free telephone number. • TouchCare Support Center managed problem escalation, as required, to Contractor technical support staff to resolve problems. • Contractor shall furnish all parts and components necessary for the service and maintenance of the System and to ensure that the System operates according to Exhibits I, VIII, IX, X, and XI of the Contract. Replacement parts shall be sent by Contractor to the County or Site at no cost to the County Or Site, All replaced defective parts shall become Contractor's property. Contractor shall determine if a replacement part is necessary, Replacement parts and components may be new or refurbished so lone as the System operates according to Exhibits I. VIII, IX, X. and XI of the Contract. • System disconnect/reconnect services, as long as a Contractor field service engineer does not have to be dispatched to the County or the Sites. • Contractor shall make available to County and Site one copy (in electronic or other standard form) of each Update (defined herein:- for those System components that are developed by Contractor and for which Contractor, in its sole discretion, elects to develop and generalk make available to the customers whose Systems are under warranty or under a current Contractor Maintenance Agreement Addendum. The County and Site shall provide Contractor with continuous network or dial-up access to the System (whether stand alone or connected to a central site), and Contractor shall deliver the Update via this remote means of delivery. Irt the event continuous network or dial-up access is not available for 24/7 Alaintenance Services and 9.:_•;7 Maintenance Services, then Contractor shall install the Update during any subsequently scheduled on-site visit by Contractor for service of the System. An "Update" means a new release of Software that is developed by Contractor which contains (i) bug fixes, correetions, or a work-around of previously identified errors with such Software, or (ii) minor enhancements, improvements, or revisions with substantially similar (but not new) functionality to the Software. • Contractor and the County will specifn..,, the hardware and third parry software requirements for an Updates pursuant to Exhibit VIII of the Cone-act, B. 247 Maintenance Customer Services. Contractor's 24/7 Maintenance Service.s- are as follows: • The Coune:, or the Site will receive a telephone response to service calls within one. (I) hour from the time the County or the Site places a service call with Contractor's Help Desk. • Contractor's Help Desk will attempt problem. resolution via telephonic verbal and dial-in troubleshooting prior to dispatching a Contractor field service engineer to the County's or Site's facility for on-site service. • If on-site service is necessary, such service shall be provided 24(7, including holidays. Contractor shall use its hest efforts to have a Contractor's field service engineer at the County or Site's facility within four (4) hours from the time the engineer is dispatched by Contractor's Help Desk, but no more than five (5) hours after the call was placed by the County or the Site. • At no additional charge, during each consecutive twelve (12) month period during the term of the Comract. Contractor will provide the County with up to four (4) County -reauested type of transaction changes tc- existing type of ;.Tansactior: applications and er t twe (2) Exhibi II Maimcnance Supron changes to type of transaction applications that are mandated by the applicable State government agency for state-wide or interstate implementation. State mandated changes, and software and table updates will be applied to all live scan units listed in the Addendum within forty-five (45) Days of notification te proceed from the County. Contractor shall immediately notify the County, if the Contractor reasonably determines and the County reasonably concurs that any such changes and updates arc not capable of being developed and delivered within such forty-five (45) Day period due to the scope and complexity of such change. If such determination is made and consensus reached. the Contractor and County shall immediately meet and mutually agree upon an acceptable development and delivery schedule. Table updates are treated as Updates and will be made available to the County in accordance with Sections ILA and ILE of this Agreement. Table updates will be applied pursuant to Exhibit VIII to the Contract C. 9/5 Maintenance Services. Contractor's 9/5 Maintenance Services are as follows: • Twenty-four (24) hours per day, seven (7) days per week., the County or the Site will receive, a telephone response to service calls within one (1) hour from the time the County or the Site places a service call with Contracaor's Help Desk. • Twenty-four (24) hours per day; seven (7) days per week, Contractor's Help Desk will attempt problem resolution via telephonic verbal and dial-in troubleshooting prior to dispatching a Contractor field service engineer to a County's or Site's facility for on-site service. • If on-site service is necessary, such service shall be provided nine (9) business hours (that is, 8:00 a.m. to 5:00 p.m. eastern standard time per day, five (5) business days per week. Contractor shall use its best efforts to have a Contractor field service engineer at the County 's or the Site's facility within eight (8) working hours from the time the engineer is dispatched by Contractor's Help Desk, but no more than nine (9) hours after the call was placed by the County or the Site. • Upon Contractor's acceptance of the County's or the Site's request for after-hours service, tile County or the Site shall pay for such afecr-hours Exhibit II Maintermoce & Support Agreement service on a time and materials basis at Contractor's then current rates. • At no additional charge, during each consecutive twelve (12) month period during the term of the Contract, Contractor will provide the County with up to four (4) County-requested type of transaction changes to existing type of transaction applications and up to two (2) changes to type of transaction applications that are mandated by the applicable State eovernment agency for state-wide or interstate implementation. State mandated changes, and software and table updates will be applied to all live scan units listed in the Addendum within forty-five (45) Days of notification to proceed from the County. Contractor shall immediately notify the County, if the Contractor reasonably dcterraines and the County reasonably concurs that any such changes and updates are not capable of being developed and delivered within such forty-five (45) Day period due to the scope and complexity of such change. If such determination is made and consensus reached, the Contractor and the County shall immediately meet and mutually agree upon an acceptable development and delivery schedule. Table updates are treated as Updates and will he made available to the County in accordance with Sections ILA. and IIC. of this Agreement. Table updates will be applied pursuant to Exhibit VIII to the Contract. D. Preventive Maintenance Services. Contractor's Preventive Maintenance Services are as follows: • Preventive maintenance service calls consist of System cleaning, verification of calibration, and verification of proper System configuration and operation in accordance with Exhibits I, VIII, DC X. and XI to the Contract and with Contractor's specifications for such System. Contractor and the County or the Site will seek lc aapee upon the scheduling of the preventive maintenance service call promptly after commencement of the term of this Agreement and the commencement of any renewal term. Up to four (4) preventative maintenance visits (quarterly) for the System are included in the price of Services and will be provided at no additional cost to the County or the Sites. EIL EXCLUSIONS FROM SERVICES A, Exclusions. The Services do not include any of the following: • System disconnect/reconnect services (for System moves) if a Contractor field service eneineer is required at the County's or the Site's facility. • Additional training beyond that amount or level of training originally ordered by the County, • Maintenance support or troubleshooting for County or Site provided communication networks. • Maintenance required to the System re: its parts arising out of misuse, abuse, negligence, attachment of unauthorized components (including software). or use of unauthorized accessories or parts. • Unless authorized by Contractor, maintenance required due to the System being modified, damaged, altered, or serviced by personnel other than Contractor's authorized service representatives, or if parts, accessories, or components not authorized by Contractor are fitted to the System. • Maintenance required due to moving the System, • Unless authorized by the Contractor, Maintenance required due to failures caused by the County's or Site's software or other software, hardware or products not licensed by Contractor to County. • Providing or installing updates or upgrades tc: any third party (i.e., Microsoft, Oracle, etc.) software. • Maintenance required due to failures resulting front software viruses, worms. Trojans, and any other forms of destructive or interruptive means introduced into the System. • Maintenance required to the System due to installation of third party software by the County or Site without the Contractor's approval or direction. • Providing consumable parts and components (i.e., platens, toner cartridges, etc.); such items arc replaced at the County's or Site's expense. • Maintenance required due to failures caused by County's or Site's facility issues such as inadequate power sources and protection or use of the System in environmental conditions outside of those conditions specified in Contractor's System documentation. B. Availability of Additional Services. At the County' or Site's request, Contractor may agree to perform the excluded services described immediately above in accordance with Contractor's then current rates. Other excluded services that may be agreed to be performed by Contractor shall require Contractor's receipt of a Counly or Site P.O. C. Non-Registered System Components. Any SysTern components not registered in the Addendum for which Services are requested by the COUITC) or the Site may 'be Exhibit 1; Maintenance a:. Support Ay-cem= required to have a pre-maintenance inspection by Contractor before being added to the Addendum and this Agreement. This inspection will also be required if this Agreement has expired by more than thirty (30) Days, Contractor's inspection will be billed at Contractor's current inspection rate plus travel expenses and parts (if any required). IV SERVICE CALLS The Counhe or the Site may contact Contractor's TouchCare Support Center by calling 1-888-HELP-IDX (88g-43 :,-72,39). Service calls under this Agreement will be made at the installation address identified in the Addendum or as otherwise agreed to in vvhiting. V. TERM A:sT13 TERNIENATION This term of this Agreement shall commence upon Contractor's receipt of the annual maintenance fee reflected in the Addendum and shall continue for a period of one (1) year. This Agreement may he renewed for three (3) additional one (1) year terms, with the fees listed in the Addendum at the same rate, upon the County's execution of an updated Addendum and Comractor's receipt of the applicable annual maintenance fee reflected in the updated Addendum, The Parties acknowledge that the County, in its discretion, shall determine which Sites to purchase Services fee The number of Sites for which the County may purchase Services for may wry from year to year, but shall be set forth in the Addendum executed each year by the Parties. VI. FEES FOR SERVICES A. Fees. The initial fee for Services under this Agreement shall be the amount set forth in the Addendum, which shall be consistent with the pricing set forth in Exhibit IV to the Contract. The County aurees to pay the total of all charges for Services annually in advance within thirty (30) Days of the date of Contractor's invoice for such charges. If the County purchases additional Hardware and/or Software from Contractor.. the Addendum shall be amended to reflect the additional Hardware and/or Software and the increase in the fees for Service. The additional fees for Services for the additional Hardware and/or Software shall he consistent with the fees contained in the current Addendum. B. F-'ai tun,: to Pay Fees. If the County does not pay Coreraetoi• lees ter Services or parts as provided hereunder within ninety (90) Days when due Contractor may, at its discretion, either suspend performance of its Services until such time as the account is brought current or provide the Services at current "non contracvper call" rates on a COD basis. vn, LIMITED WARRANTY / DISCLAIMER LIMITATION OF LIABILITY Contractor shall provide the Services hereunder in a professional and workmanlike manner by duly qualified personnel. EXCEPT FOR THIS LNITED WARRANTY, CONTRACTOR IIER.EBY DISCLAIMS ALL WARRAN 1 .1.ES. EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF IMERCHANTABrurry AND FITNESS FOR A PARTICULAR PURPOSE IN REGARD TO THE SERVICES SOFTWARE, AND ANY OTHER GOODS PROVIDED HEREUNDER. Exhibit LI Muttnnu & Stippor. Agret..-yrxr,-. T 53li2 3oi.e62.ao W.144 443 03,saboo 0 glIkkIliallii. DOOM* &Ma • - • 1$12/AMIDIE tbrisiearnE Ihights-hatisershkft RIIMMIld34.11138Lbal 1 Juabure Kik 913 Use otos I 329541.03 2 Autos, Ili% PD Live scan 2 (pst311 329541.00 0 2 " nL . liurom P a 327,4410G Will 'Iambus printer dinale 0Fosts Moots 4 7- loesofiefel Twip Ft Lim Km s29,542.00 Willpteeltose rem disxily ftrin bientix 5- eoteeleree Dept of Public 5.1feeF $29:542.00 0 9 ear1Co. Clultireca Vilbm. S2912.130 _ Alt . will use otiotiet 1-630 7 ?item riy. ftlike131471. 329.341 00 0 8 t-eerbent City Pnbiee Dept 22.9,542 GO S7?„072 00 9 a8aoiste P pt 329 5-4 i go c 0 io MO "Vel Public Seim,. tare se.n S27.4.1 2 00 0 1 En Welk PI) L ive mon 5.19.94/ co WiLl ptacluiseprreeter rkercctly /ram Iderfix 2._ ..., polite tkpl. Orr P.C.] 52?.447 90 0 4 aper Wet& F. 6 127 44200 0 ---111-- i secl Park PD Lime stiv• ' 521,412 40 0VVV 9 ally r_120. _ 124.912.00 0 • ' nazeirod 7 onsitiou Toduaalevar (9 heal lb D4trt. 3 zi 44110 Will sse ex Fartoinpft Alt Film= 8 AkOr;44. P.D. S17,14200 0 . co Ovum* lentie' it Lice-Ewe roetterocl 9 'ilnatcm COcultr 56 en. rr. Dept L'9!4200 0 :ow naliclitogipg. Interface requited -- 0 j'ettlit P.D. fo251,24 2 GO W Al putaLee Mk/1.m &miry from Identi_s. 21 tatryrob Cowl rv Sltetifti Dept L20-42.00 Will purchase pointer direQt9y fi pea Ideal:ix 22 teem* COUlhf &thin Dire P9 54 , GO 7 ..,.---- Will pat:lase princes &way Dom ILICAlle. 23 Isdisou Height ED Live Wall. V VV 29V$4200 0 24 1,11....,-,4 HAM Semi 529 54240 Wig pitpakese pant= de,ordly I: ,A3 14trien ..— ._ 20 OA 41; Pub Sofcti Lt. e scazn 5293 4 2 13.2 W-131 parultsele ptir1114. (Witt.* il s In 1 ; ,14-11ti A 2S thAland CW. Sbitiff LI ire Scan 2 foli.',2E.X1 529,542 IX 570,102 fiD 27 I.tfior.1 P D 1r 442 iii el . New thilsrutz leruging lemerface rettue rd 29 Fivesoutlt Tsp PS) 327,441 00 Ill 20 Pteesits Pre Live rart. 329,51100 . Will ptathatie pieta diteralv festal feloatix 30 ILoseviLla Mica Dept. 319,341.00 0 31 Sho83 To-p. Police Dia 1729:041.00 .0.40:ocv veal tase emirlir*Y-430 32 5oash5eld PD Lie./ seat — -119.-1542 C° W ili ourdutse primer &orgy Soo Wallis. 33 St CU: 311trci 9.1ice Dope Ettsta 013 0 34 .. terlit TI eights Polioo Deo. 310.54.500 ifill putetitte visite disco* Pm klesaix 35 soy PD LiVe scan 319,341.00 Will a - • . - . tom Islentit 36 Warm Mice Dc s Records Mit _ 12t.54003 Will 32 Waterford reg PD 319,34203 Allem-rot:It use =46%g T-630 39 West 131ocerAt1J 'P.m Rohm Dept 2l442 00 0 W31.01.11; BlUofM,di0s EIJT IV _ 31,712.00 I 015,571 ea I Dickati1 Lake PD rata( 04,65 oo PInct ANEW_ 0p00 S000 ANAMI Da* kto p Tamest 'LW* Scan iraboal 0.1plaa TinprkittCaird Paratar .04003umbillatiikri Totakr 115,571 GO $1.772.00 $17 34100 iltGLIFLHAWE C.1111kkb111 fa UDarai I emlarmbri Ei{Kaln &Id Hills DP5 _ 2 Iitou Poricx flfft 3 Cacqall Tap Foliar, 113,cia Ettutrth chat 4_ C beLata crmt S3,090 00 13,050 09. 13:050 00. 13,050 313 tl,0$3 00 5 Utattaktilithts paiir.2 Cita (Re-rdolalimit Clrikliatl Lrabcraty evat ht r..4.1..iag ila irmarr Diauhora C1i7 mak) ineludea $11479 San ntx. in 1 p , 1 n 5 as rt-insimihr "jean i T Eorant )41.14u: gan Ili peal* WITRIHMI a I ,otort -Police Dcpt 0 Forsayitoo Hilti PDTLIka wao(applicau0 t MI, 4 3 Grasse Ppalte F arm Public 5-ifcr 1 fl:pcass Pun:rts Woo& Publi ry c. &ee 111111VIM 2 t Lintranack Po-Lice Dept. _ MilEIM liail 3 1la.:l] FLI. ' -- 4 lokiter ru,:cs. Dcp, 9 Milan Pekct Drift _. g PItto Mel T.3) 1.4list Dap! IDE PI tr1, 1 0 Salvia Pain; Daat 11P3*-0C •30 612 8 Nerdatitl a 7 w9 Polka D apt 7 Pallafitld Dap Kliec 0:ept _ Nerdatiald Tues. Polka Dagl. 7 r atfuld KlieC 8 Ntofithi T.. Dapt it • Pain; 29 • L an Polka - 21 PD Livs Kin 22 arrim Police - Tail Unit 23 WiUstold TA • . 1A1ayae Cauuty Airpat Authority trw Dyaa.k rmarinit laarEast a:qua...41 rfrotvwct 'iGIL Sin- 1911 al ExHien- N .0 00 $OX $000 .C/HUI) 50 00 SO Oa SO 00 IMOD $0.00 I 4 B4r-1.1&215x of Public Safete 5 &yak Mb Dell cifPublic 5g5V ei Darken Weirs Baca Elea* 7 Orcrisc Point City Public &stew 5 liumliwk% Wthrit of Public Sealy LiAristota Comity ShoriffsD pulkI t.:164 Lismica. P.D. MaturahCatav Shgriff Dept 2 MOW Pthce 3 goedwilk T ?dice 11)e.• 4 Clikkad Coact: Sheriff', DeptErcnych.__L___ 15 lb:Khmer Polite - — 16 1.-lica 01yPolikt 134-pg. 17 gialle4't 4'ta Mkt Dept_ te Yitelizfronar C443rity Sbefas, Dept i 9 Walittramw Courts, Sheriffs Dafir 20 Vo C Nike h • - - 2 I Westland City..Eh 1..1cpt 22 'nil& Liss "'dice Delst Wiscam Pak* 1 24 II. lsssi City Polir.e Dept Isiah" Pm 'al orll pard3sam4 u Nits t Tc:Tal 01.r. PIDIAle 4.,.. Itio Clara '.1. [1.1.1.1.4 Co Frsc.-ifF Lis e S...ial ! ..11$14 jPor Fa Carp 14 cruFF Inatz7 I thc ?iipte.r cnejuvainn w 4E. tht Inforraviro F.K.10€2, tabin "4 4vtnrniglart Hills 1111..ne sue)._ . '..-1...> Came 114-usninglart 111 Lis e stan_ rote S1,11;13042.00 TPE-313110.XDH-ND-DAK TPE-COMX-COGENT TPECSTX-OCM 71P-38116XC14-FM 311012XCH-W24 TP-INT-20AY 11;-,!-71. 1.1 , WAIL, PER111111: Oakland County Department of of Management and Budget Professional Sarvkas Contract Number: [TED] Exhibit 4 Bill of Materials I Prfoe (Payment Mlisatones FR ODUCTS - BASE PROPOSAL Part Number -Cabinet Style Han dscanner Live Scan Systems" Description Fluggedir ad Live Scan Fob Hard Cabinet Svstern wi 19 !BO TPE8OGXCI-4-HD-OAK Flat Screen Monitor w. speakers, custontizekr keyboard drawer WE-COMX,DOGENT Submission Software to a Cogent AFIS TPE-CSTX-OCM Oak Dry Cusioenization TP-3030XCH-P11 Quarterly Preventive Maintenance Vista 313,00XCH-W24 First Year of Warranty T1P-Itist-2DAY in staliation & Training 2 Day Freluti TOTAL, PER UNIT'. $29,54 -Desktop Style Handscanuer Live Scan Systems- Ruggedized !lye Scan Fut;1-larict Desktop System wi 19 !non Flat Screen Monitor w. speakers, customized keyboard drawer Submission Software to a Guarani AFIS Oak Cty Custorniz.ation Quarterly Preventive Maintenance Visits First Year a Warraery installation & Training 2 Day $21442j nnn•nnn Bill of Miterials Exhibit IV "Desktop Style Tenprint Live Scan Systems" TPE-31DOXDFS-OAK TPE-COMX-COGENT TPE-CSTX-DCM TIP-3XXX-PH 3100XDFS-W24 TP-IAT-ZDAY Frefuht TOT11, PER 'Wit: Desktop System wi Stylised Scanner Case, 19 Inoti Flat Screen Monitor w. speakers Submission Software to a Cocci-11AM Oak Cty Customization Quirtedy Preventive Maintenance Valts First Year Of Warranty I ristallation & Training 2 Day tri,1571 Duplex Full Hand • Tenprint Card Printer TP-PRT-DUP TP-PRT-TRAY 113-1-1WDX-SUR3E PRI-IDUP-W24 TP-PRINTER-PM Duplex Printer w Net Card Extra EDO Sheet Tray Surge Protector Friel Year of Warranty Quarterly Preventive Maintenance Visits AL P k1.11411 1•072 Duplex Tenon rst Card Printer TP-PRI-DUP TP-HWOX-SURGE PRLDUP-W24 TP-PRIRTER-Pli RZITAl-7Rra" TP3XXX Ontsrprise Upgrade TPE-39111ISD-PIV TP-HWOX-FTP14L3 TPE-CSTX-ODM TPE-COMX-COGENT TA-LAT•CUSTOM Freictint 'TOTAL PER UNIT for UPGRADE: Duplex Printer w Net C.5 rd Surge Protector First Yeas otWarrantY Quarterly Preventive Maintenance 'Visits Modal a for all hlier + sfier upgrades to enterprise S9 Inch Flat Monitor w. spivalcscs a Wkover Oakland Cty Customization Subrnisalon •Software in a Cogent APIS CustoM Installetion and Trsining 1.77 .e,30 BUt of Material* Exhibit Oil Unit Pridng $3,313 $2,437 $210 $2170 3500XC-M24 1500XC-M95 3000XINM24 3000XD-1996 Annual 24/7 on-site maintenance Annual 915 orh-s4e inIenares Anneal 24/7 en-site maintenance Annual 9/5 on-site maintenance -Vr -S1 31aexa-m24 3100X0-1991 Annual 24/7 on-she maintenance Annual 915 en-site maintenance IMIK=f111, 3 Post Warrant' Annual MaIrdenance- on-sile 245, performed directly by Ideritis 3-1100XCH-M24 Annual 2417 on-site maintenance (includes punted/ PM visit) 3100.XDFS-R124 Annual 247 on-ate maintenance (includei quarterly PM visit) PRT-DUP-M24 Annual 24/7 on-art a maintenance AddItlonal 3800 PM vista foost per Man Annual Maintenance tor Systeme 'awl antentIng the Enterprise Upgrade. Annual Maintenance to start on May 1, 2901 PRT-OUP•111195 Annual 9/5 on-slte maintenance Additional 3000, 3190 8 3500 PM visit (east per visit] Hourly Rata De-installation & Re-installabon cost for Oakland University System that was located at Dearbom Oily PD. $1,479 NI of Materiels Exhibit IY Resolution #08084 May 8, 2008 The Chairperson referred the resolution to the Finance Committee. There were no objections. FISCAL NOTE (MISC. 408084) May 22, 2008 BY: FINANCE COMMITTEE, MIKE ROGERS, CHAIRPERSCN IN RE: DEPARTIMUT OF INFORMATION TECHNOLOGY - ESTABLISHMENT OF LIVE SCAN INTERLOCAL AGREEMENT TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. CLEMIS provides access to and entry of law enforcement and public safety data and facilitates the exchange of information including the exchange and submission of fingerprint information on Live Scan equipment. 2. Miscellaneous Resclution 404073 authorized the CLEMIS Division to urovide maintenance and preventative services for Live Scan Equipment to participating agencies for a fee. 3. Currently. Live Scan equipment is being replaced with new equipment purchased for various municipalities with federal grants that were approved by the Board of Commissioners thru the County's Grant Acceptance Procedures. 4. The CLEMIS Division will no longer maintain Live Scan equipment but will be maintained by an outside vendor who sold the County the new Live Scan equipment. S. The participating municipalities signing the Interlocal Agreement will be charged an annual maintenance fee based upon their specific equipment and software needs. 6. The CLEMIS Fund Maintenance Contract revenue and related Equipment Maintenance expense is projected to decrease by ($130,000)tor FY 2008 due to the agencies receiving new Live Scan equipment covered under warranty and agencies choosing to utilize their existing devices with only software updates. 7. The revenues and expenses related to the equipment coming off warranty in FY 2009 and adjustments to include additional agencies requesting Live Scan maintenance will be incorporated with the FY 2009 and FY 2010 County Executive Recommended Budget. 8. A budget amendment for Fiecal Year 2008 is recommended as follows: CLEMIS FUND #53500 Revenue 1080301-115150-631127 Maintenance Contract-Live Scan Total CLEMIS Fund Revenue Expense 1080305-116150-730646 Equipment Maintenance Total CLEMIS Expense Total Net Effect on CLEMIS Fund FINANCE COMMITTEE FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Rogers absent, ($130,000) ($130,000) ($130,000) ($130,000) o Resolution # 08084 May 22, 2008 Moved by Rogers supported by Nash the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). Vote on resolutions on the Consent Agenda: AYES: Burns, Coulter, Crawford, Douglas, Gershenson, Gingell, Gosselin, Greimel, Jacobsen, Kowafl, Long, Middleton, Nash. Potts, Rogers, Scott, Spector, Woodward, Zack, Bullard. (20) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda were adopted (with accompanying reports being accepted). jp1=1.1 STATE OF MICHIGAN)_ COUNTY OF OAKLANDr, I, Ruth Johnson, Clerk of tfte County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on May 22, 2008, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 22nd day of May, 2008. Gat Ruth Johnson, County Clerk