HomeMy WebLinkAboutResolutions - 2009.09.24 - 9966MISCELLANEOUS RESOLUTION#09207 September 24, 2009
BY: Finance Committee, Tom Middleton, Chairperson
IN RE: DEPARTMENT OF INFORMATION TECHNOLOGY/CLEMIS - LIVE SCAN INTERLOCAL
AGREEMENT WITH THE CITY OF WIXOM
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. CLEMIS 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 #08084 established the Live Scan Interlocal Agreement
between various agencies for replacement of aging Live Scan equipment with new equipment which will
no longer be maintained by the CLEMIS Division, but will be maintained by the vendor who provided the
County the new Live Scan equipment; and
WHEREAS the City of Wixom was not included in the list of the municipalities at the time of
establishing the agreement for new Live Scan equipment per Misc. Resolution #08084 but has acquired
new Live Scan equipment since; and
WHEREAS the new Live Scan equipment was purchased with federal grants which have gone
through the County Executive Contract Review Process and the Board of Commissioners' Grant
Acceptance Procedures; 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 the City of
Wixom to delineate the responsibilities and obligations of the County and municipality 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 setting forth the rights and obligations of the County and the
municipality; and
WHEREAS the City of Wixom signing the attached Interlocal Agreement will be charged an
annual maintenance fee of $3,313 annually to the County for three years which is based upon their
specific equipment and software needs and a one year warranty on the equipment expires from vendor;
and
WHEREAS the Oakland County Board of Commissioners is required under the Urban
Cooperation Act of 1967 to approve Interlocal Agreements between the County and the municipalities.
NOW THERFORE BE IT FURTHER RESOLVED that Oakland County Board of Commissioners
approves the attached Interlocal Agreement and authorizes the Chairperson of the Board of
Commissioners to sign the Agreement with the City of Wixom.
BE IT FURTHER RESOLVED that the anticipated revenue and expenses in the amount of $3,313
annually for three years relating to the anticipated Live Scan equipment coming off warranty has been
included in the Finance Committee Recommended Budget CLEMIS Fund for FY 2010-FY2012, therefore
no budget amendment is recommended.
Chairperson, on behalf of the Finance Committee, I move adoption of the foregoing resolution.
F CE COMMITTEE
'1./
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote.
INTEROCAL AGREEMENT FORIVIUNICIPALITIES RECEIVING
NEW PALM SCAN DEVICE(S) ONLY
LIVE SCAN AGREEMENT
BETWEEN
OAKLAND COUNTY
AND
ME CITY OF WIXOM
This Agreement is made between Oakland County, a Constitutional Corporation, 1200
North Telegraph, Pontiac, Michigan 48341 and the City of Wixom, a Municipal
Corporation, 49045 Pontiac Trail, Wixom, Michigan 48393• 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 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 nonpossessive, shall be defined, read, and interpreted as
follows:
1.1. Aturtern ent means the terms and conditions of this Agreement, the Exhibits
attached hereto, and any other mutually agreed to written and executed
modification or amendment.
1.2. Claim means any alleged kiss, 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, divisions, the County Board of
Commissioners, elected and appointed officials, directors, board members,
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council members, commissioners, authorities. committees, employees,
agents, or any such persons' successors.
1.5. Courts and Law Enforcement Mana ..ement Information S rstem
("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. CLEM1S
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 pu.blic 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 CLEMIS users. The CLEM1S
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 CLEM1S application backup site.
1_7. 1...h/ 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 !: Software License
1.8.2. Exhibit IT: 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. LiitamnEgyipa_net nent means cabinet or desktop style
handscanner systems including hardware, software, demographic interfac.cs
and software customization as delivered by the Contractor.
1.1 L 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 the City of Wixom, a Municipal Corporation.
in chiding, but not limited to, its Council, departments, divisions, elected and
appointed officials, directors, board members. council members,
commissioners. authorities, committees, employees, agents. subcontractors,
many 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.
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:
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2.1. The County shall provide Live Scan Equipment, specifically one (1)
haraiscanner 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, Exhibit IL for all Live Sean
Equipment purchased by the County_
2.3. The Contractor shall provide the maintenance services for the Live Sean
Equipment, not the County, as set forth in the Maintenance Agreement
attached as Exhibit IL
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 Scan
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 Agreement, attached as Exhibit IL
33. 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 11.
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 writing of any changes to the
System Manager and alternative within five (5) Days of any change.
35. 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 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.
3.8. The Political Subdivision shall be solely responsible for entering Fingerprint
Information into the Live Sean Equipment for its jurisdiction.
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3.9. The Political Subdivision shall be solely responsible for ensuring that the
Fingerprint Information entered into Live Sean Equipment is accurate,
complete, updated, and/or purged as required by law.
3_10. The Fingerprint Information entered into the Live Sean Equipment shall be
and remain the data of the Political Subdivision.
311. The Political Subdivision shall replace or repair the Live Sean Equipment
which is willfully or negligently 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 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.
111 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 Sam 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 (S3,313.00) Dollars in Maintenance Fees annually to the County for
three (3) years, for twenty-four by seven (24x7) maintenance and
preventative services for each Live Scan device provided to the Political
Subdivision by the County. The obligation to pay Maintenance Fees shall
begin on May 1, 2010. •
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 Political 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
cast, 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. DURATION OF 1NTERLOCAL 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 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.
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6. ASSURANCES.
6.1. Each Party shall be responsible for its own acts and the acts of its employees,
agents, and subcontractors, the costa 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
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 CLEIvIIS, this Agreement shall
terminate, as of the date the Political Subdivision ceases to be a member of
CLEWS, with no notice required by either Party.
7.3. The Political Subdivision shall not be responsible for payment of
Maintenance Fees Mier the effective date of termination or cancellation of
this Agreement.
7.4. Within thirty (311) Days of the effective date of termination or cancellation of
this Agreement, the Political Subdivision shall return the Live Sean
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.
8,7. 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.
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.
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duty, promise. contractual right or benefit, right to indemnification, right to
subrogation, and/or any other tight, 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 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 MAJEURE. Each Party shall be excused from any obligations under this
Agreementduring the time 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, war, fire, strike, labor disputes, civil disturbances, reduction of
power source, or any other circtunstances 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/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 tenn, 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. SEVERASTLITY. 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, captions, and any index to such
sections and subsections contained in this Agreement are intended for the
convenience of the reader and are not intended to have any substantive meaning.
The numbers, captions, and indexes shall not be interpreted or be considered as part
of this Agreement. Any use of the singular or plural 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.
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19, NOTICES. Notices given under this Agreement shall be in writing and shall he
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 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 (3) three days after mailing first class or certified U.S. mail.
19.1. If Notice is set to the County, it shall bc addressed and sent to:
Oakland County Department of Information Technology,
Manager of CLEMIS Division.
1200 North Telegraph Road, Building #49 West,
Pontiac, Michigan, 48341
and
Chairperson of the Oakland County Board of Commissioners,
1200 North Telegraph,
Pontiac, Michigan 48341
19.2. If Notice is sent to the Political Subdivision,, it shall be addressed to:
City of Wixom
Linda Kirby – City Clerk
49045 Pontiac Trail
Wixom, Michigan 48393
and
City of Wixom
Director of Public Safety
49045 Pontiac Trail
Wixom, Michigan 48393
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 set forth above.
21. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications,
amendments, reeissions, 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
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EXECUTED: /kb
Kevin Hinkley, Mayor C ixom
signed 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 Scan 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 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 secured all approvals necessary to authorize and
complete this Agreement_ The persons signing this Agreement on behalf of each Party
have legal authority to sign this Agreement and bind the Parties to the terms and
conditions contained herein.
IN WITNESS WHEREOF. kip „ hereby acknowledges that he has been
authorized by a resolution of the „ :L., a certified copy of which is
attached, to execute this Agreement on beh f of the Political Subdivision and hereby
accepts and binds the Political Subdivision to the terms and conditions of this Agreement.
DATE: 7/)1/39
WITNESSED( DATE: (-5 71( 6707•
Linda by. City C - _k ity of Wixom
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
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Exhibit I
Software License Agreement
This License Agreement ("Agreement") is between the County and Contractor for the Software
identified in Exhibit TV of the Contract which includes any associated media and the printed,
online, or electronic documentation created by Contractor (")ocumentation").
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 clue 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 the System within which the Software is installed and to use the
Documentation solely in connection with such use of the System. Contractor reserves all 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 party; 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 County with copies of such License Agreements.
4. LIMITED WARRANTY / DISCLAINIER OF WARRANTIES / LIMITATION OF
LIABILITY. The Contractor warrants that the Software will perform in accordance with the
Documentation, and Contractor's written specifications contained in Exhibit 1 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 warranty are limited to, at Contactor's
option. repairing, replaeing, 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 TN 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
Exhibit I Software Liman Agreement
Page I
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SPECIFICALLY DISCLAIMS ANY AND ALL OTHER EXPRESS AND IMPLIED
WARRANTIES CONCERNING 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 autlioriz.ed 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 Toucheare Support Center
by calling l-388-HELP-IDX (888-435-749).
6. IT.S. GOVERNMENT RESTRICTED RIGHTS. The Software and Documentation
provided therewith are provided with RESTRICIED RIGHTS. TJsc, duplication or disclosure by
the United States .Govemment is subject to the restrictions as set forth in Federal Acquisition
Regulation 12212 for civilian agencies and Defense Federal AcquisitionRegulation 2271202 for
military agencies.
i'TiibiL 1 Surlwitre LiCerLse Agfcernont
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1 1
EXLIIBIT II
SYSTEM MAIN-1 ENANCE TERMS AND CONDMONS
J. GENERAL SCOPE OF COVERAGE
Subject to payment in full of the applicable maintenance
fees for the System described in Contractor's
Maintenance Agreement Addendum ("Addendum") with
the County, Contractor, or its authorized agents or
subcontractors, shall provide the. System maintenance
services ("Serviceel 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 Agreement by this
reference.
IL 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 2417 telephone technical support for
System hardware and software from the
Contractor TouchCare 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. Ail
replaced defective parts shall become
Contractor' s property. Contractor shall
determine if a replacement part is necessary.
Replacement parts and components may he new
Of refurbished so long as the System operates
according to Exhibits T, VRI, IX,. X. and XT 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 generally make
Exhibit II
Maintenance St Support Agreement
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. In the
event continuous network or dial-up access is
not available for 24/7 Maintenance Services and
9/5 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 (1) bug fixes,
corrections. 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 specify the
hardware and third party software requirements
for any Updates pursuant to Exhibit VITT of the
Contract.
TB. 2417 Maintenance Cnstonigr Services. Contractor's
24/7 Maintenance Services are as follows:
• 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 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 2.4/7, including holidays.
Contractor shall use its best 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 Sec.
• 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)
12
w •
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 to 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 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 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 II.B of this Agreement. Table
updates will he applied pursuant to Exhibit VIII
to the Contract.
C. 915 Maintenance Services. Contractor's 915
Maintenance Services are RS 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 Contractor'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 scrvice shall
be provided nine (9) business hours (that is, g: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, the
County or the site shall pay for such after-hours
e-xhibit II
Maintenance icc 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
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 to 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 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 MA. and 11C. of this Agreement. Table
updates will be applied pursuant to Exhibit V1.11
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. WIZ
IX, X, and X1 to the Contract and with
Contractor's specifications for such System.
Contractor and the County or the Site will seek
to agree upon the scheduling of the preventive
maintenance service call promptly after
commencement of the term of this Agreement
and the commencement of any renewal terra.
• 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.
HL EXCLUSIONS FROM SERVICES
13
A. f.xclusions. The Services do not include any of the
following:
e System disconnect/reconnect services (for System
moves) if a Contractor field service engineer 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 or 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-
e 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 to any
third party (i.e., Microsoft. Oracle., etc.) software.
• Maintenance required due to failures resulting from
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 are
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's
or Sites 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 County
or Site P.O.,
C. Non-Registered System Components. Any System
components not registered in the Addendum for which
Services are requested by the County or the Site may be
Vxhibit II
Maintenance & Support Agreement
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 County or the Site may contact Contractor's
TouchCare Support Center by calling 1.1188-HELP-IDX
(888435-7439). Service calls under this Agreemeet will
be made at the installation address identified in the
Addendum or as otherwise agreed to in writing.
TERM AND TERMINATION
This term of this Agreement shall commence upon
Contractors receipt of the annual maintenance fee
reflected in the Addendum and shall continue for a
period of one (1) year. This Agreement may be 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
Contractor's receipt of the applicable annual
maintenance fee reflected in the updated Addendum.
The Parties acknowledge that the County. in. its
d se ret ion. shall determine which Sites to purchase
Services for. The number of Sites for which the County
may purchase Services for may vary from year to year,
but shall he 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 W to the Contract. The County
agrees 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 be consistent with the fees contained in the current
Addendum.- -
B. Failure to Pay Fees, If the County does not pay
Contractors' fees for Services or parts as provided
V.
14
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 contract/per car
rates on a COD basis.
VIL 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 LIMITED
WARRANTY, CONTRACTOR HEREBY
DISCLAIMS ALL WARRANTIES, EXPRESS AND
IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE IN REGARD TO THE
SERVICES, SOFTWARE, AND ANY OTHER
GOODS PROVIDED HEREUNDER.
•
Exhibit 1.1 4
mailitramcc & Support Agreemni.
15
Resolution #09207 September 24, 2009
Moved by Capello supported by Coleman the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
AYES: Burns, Capello, Coleman, Coulter, Douglas, Gershenson, Gingell, Gosselin, Greimel,
Hatchett, Jackson, Jacobsen, Long, McGillivray, Middleton, Nash, Potter, Potts, Runestad,
Schwartz, Scott, Taub, Woodward, Zack, Bullard. (25)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended
Consent Agenda were adopted (with accompanying reports being accepted).
".1.nn
I WRY APPROVE FOREGOING RESOLUTION
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
Ruth Johnson, Clerk of the 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
September 24, 2009, 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 24th day of September, 2009.
Ruth Johnson, County Clerk