HomeMy WebLinkAboutResolutions - 2014.07.16 - 21402MISCELLANEOUS RESOLUTION #14161 July 16, 2014
By: Planning and Building Committee, Jim Runestad, Chair
IN RE: ECONOMIC DEVELOPMENT & COMMUNITY AFFAIRS — AFFILIATED TEST BED MEMORANDUM OF
AGREEMENT FOR THE CONNECTED CAR TASK FORCE
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentleman
WHEREAS, The County Executive has convened a Task Force to study and report on the research
and implementation of technology and infrastructure in the area of connected and autonomous
vehicles, known as the Oakland County Connected Car Task Force; and
WHEREAS, The Connected Car Task Force has brought together significant interests in the
research and development of connected and autonomous vehicles, including but not limited to
corporations, individuals, and associations; and
WHEREAS, the Connected Car Task Force is intending to present findings and recommendations
to the industry at large at the ITS Congress in Detroit in September 2014; and
WHEREAS, the U.S. Department of Transportation has, through the Office of the Assistant
Secretary for Research and Technology, developed a test bed for the development and deployment of
technology supporting the purposes of the Connected Car Task Force and the Connected Car Task Force
has a need to be affiliated with, and gain access to the data that is being derived through, the U.S. DOT
Test Bed; and
WHEREAS, the U.S. DOT requires any entity authorized to join the test bed to execute and
deliver a memorandum of agreement, setting forth the purpose of the test bed and the limitations and
warranties on the use of the data and information gathered therein; and
WHEREAS, Oakland County Corporation Counsel has asked the U.S. DOT for modifications to the
memorandum which have not yet been provided; and
WHEREAS, time is of the essence for the Connected Car Task Force to be a part of the U.S. DOT
test bed and to benefit from its research and findings, and without such benefit the purpose of the
Connected Car Task Force will be frustrated. It is in the best interests of Oakland County and the
Connected Car Task Force to seek preliminary and conditional approval of the Memorandum to allow
affiliation with the U.S. DOT test bed with due speed.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves
the Affiliated Test Bed Memorandum subject to final approval of Oakland County Corporation Counsel.
BE IT FURTHER RESOLVED that upon final approval of Corporation Counsel the Memorandum
shall be signed by Board Chairperson Michael Gingell forthwith.
Chairperson, on behalf of the Planning and building Committee I move adoption of the
foregoing resolution
PLANNING AND BUILDING COMMITTEE
Motion carried unanimously on a roll call vote with Runestad absent.
AFFILIATED TEST BED
MEMORANDUM OF AGREEMENT
Template
Please provide all of the items directly in this form.
Return form by email to: walton.fehr@dot,gov
PARTIES: (a) FEDERAL AGENCY:
Office of the Assistant Secretary for Research and Technology
United States Department of Transportation.
(b) COLLABORATOR (provide legal name and address, used on Page 1 and elsewhere):
TBD Organization:
Street Address:
City, State, Country, Postal Code.
DURATION: Three (3) years.
TYPE OF ORGANIZATION (used on Page 2, select one):
1) for-profit, 2) not-for-profit, 3) governmental, or 4) academic
ORGANIZATION EXPERTISE (Used on Page 2, select all that apply, or add additional):
design, production and support of innovative solutions in the development, installation, and
operation of infrastructure equipment using 5.9GHz DSRC and other V-I communications
LICENSE AND ROYALTIES (used on Page 12, provide the name and/or title of the person
who may certify):
For the Collaborator:
USE OF NAME (used on Page 18, provide the name and/or title of the person who may grant
such permission):
For the Collaborator:
INDIVIDULES SIGNING:
FOR THE COLLABORATOR (used on Page 22, provide the name, title, and phone number):
NAME:
Title:
Phone Number:
20130609 Page 1 of 2
MANAGERS FOR THIS AGREEMENT:
COLLABORATOR (used on Page 23, provide names and contact information):
Program Manager
Name:
Address:
Tel: +1 Fax: +1
Email:
MOA Manager
Name:
Address:
Tel: +1 Fax: +1
Email:
ITEMS TO BE CONSIDERED AS MODIFICATIONS: (Only specific language required by
local statutes will be considered.):
20130508 Page 2 of 2
AFFILIATED TEST BED
MEMORANDUM OF AGREEMENT
BETWEEN
THE OFFICE OF THE ASSISTANT SECRETARY FOR RESEARCH AND TECHNOLOGY
AND
II TED ORGANIZATION]
TITLE: Memorandum of Agreement (MOA) to support the development and deployment
of infrastructure components using 5.9 GHz Dedicated Short Range
Communications (DSRC) and other Vehicle-to-Infrastructure (V21) wireless
communications in Research Test Beds.
PURPOSE: The purpose of this and similar memoranda is to create a non-binding,
precompetitive affiliation of 5.9 GHz DSRC infrastructure device makers,
operators of V21 installations, and developers of applications that use V21
communications. The goal of creating this affiliated structure is to harness the
collective abilities of these members to transition V21 technology toward full
deployment by allowing for the exchange of information and the sharing of
deployment lessons learned; by developing a common technical platform; and by
expanding test bed options far users.
The Office of the Assistant Secretary for Research and Technology (OASRT)
expects to enter into a number of these agreements with public, private, non-profit
and academic organizations to create an affiliation of test beds. An agreements
will give the named organization an equal ability to participate in the affiliation.
The overall goal of the affiliation is to arrive at a consensus of the stakeholders in
devices and installations that use V21 communication. That consensus will be
embodied in various requirements documents and deployment guidelines. These
agreements will be structured in a manner that facilitates the exchange of
information that will result in a series of documents, as well as the sharing of tools
and resources across all facilities to support and encourage a consistent, future
deployment of 5.93Hz DSRC and other V21 wireless communications
technology.
PARTIES: (a) FEDERAL AGENCY:
Office of the Assistant Secretary for Research and Technology
United States Department of Transportation.
(b) COLLABORATOR:
TBD Organization
Street Address
City, State, Country, Postal Code,
DURATION: Three (3) years,
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INTRODUCTION
This MOA is entered into pursuant to the authority contained in 49 U.S .C. 112(e) between
TBD Organization (the "Collaborator"), an XYZ entity [1)for-profit, 2)not-for-profit,
3)governmental, or 4)academic], and the Office of the Assistant Secretary for Research and
Technology ("the Government" or "OASRT"), of the United States Department of
Transportation (US DOT) and located at 1200 New Jersey Avenue S.E., Washington, DC 20590.
AUTHORITY
This MOA allows affiliated parties to team together to share technical expertise and resources
(including intellectual property) on mutually beneficial research and development in order to
improve, promote, or further certain technological developments or to solve Certain technological
problems. Such teaming effort allows the parties to share the risks and benefits of collaborative
research and development, to promote technology transfer, to exchange lessons learned, and to
advance commercialization of certain technologies.
WHEREAS, TBD Organization is a [organization] with expertise in the design, production
and support of innovative solutions in the development, installation, and operation of
infrastructure equipment using 5.9GHz DSRC and other V-I communications;
WHEREAS, the Office of the Assistant Secretary for Research and Technology has a
mission to facilitate the Department's research and technology activities (49 CFR 1.46);
WHEREAS, the parties, Government and TBD Organization, seek to collaborate on
advancing the requirement specifications and infrastructure devices using 5.9GHz DSRC
deployment guidelines and other V21 communication system requirements;
NOW THEREFORE, pursuant to the 49 US. C. 112(e), the parties enter into this MOA and
agree as follows:
ARTICLE I— DEFINITIONS
1.1 "Affiliation" means a group of organizations united in action or interest. For purposes of
this MOA, "Affiliation" shall include all parties to this MOA and any Third-Party
Collaborator(s),
1.2 "Agreement" means this Memorandum of Agreement.
1.3 "Collaborator" means any party to this Agreement, other than Government.
1.4 "5.9GHz DSRC Infrastructure Equipment" means any device intended to be operated
primarily in a fixed location which contains 5.9GHz DSRC radio equipment as one of its
means of communicating with other devices.
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1.5 "Collaborator Equipment" means personal and real property, tools, apparatus, devices,
and technology (including computer software), wherever located, that Collaborator
provides for use in connection with the activities to be performed under this Agreement.
1.6 "Collaborator Proprietary Data" means data derived through use of any device marked
proprietary or confidential by the Collaborator.
1.7 "Collaborator Personnel" means any employee, consultant, or other individual (including
contract personnel of the Collaborator) acting under the direction or authority of the
Collaborator and/or its contractor.
1.8 "Computer Software" or "Software" means any combination of associated computer
instructions and computer data definitions, including computer programs and computer
databases, required to enable computer hardware to perform computational or control
functions.
1.9 "Confirmatory Nonexclusive License Agreement" means a separate, binding and
mutually-negotiated license agreement to any Subject Inventions developed in the
performance of this Agreement, and serving as confirmation of such license right of the
parties and evidence of the terms of such mutually-negotiated agreement.
1.10 "Copyright" means the exclusive legal right to reproduce, publish, sell, or distribute the
matter and form of "Subject Data" (including Computer Software).
1.11 "Data" means recorded information, including technical information, schematics,
computer software, and documentation, regardless of the form or media on which it may
be recorded,
1.12 "Day" means, unless otherwise indicated, a calendar day.
1.13 "Facility" means various physical spaces located within Government's premises.
1.14 "Government" or "Federal Government" means the Office of the Assistant Secretary for
Research and Technology (OASRT).
1.15 "Government Personnel" means any employee, officer, agent, consultant, or other
individual (excluding federal contractor personnel) acting under the direction or authority
of the Federal Government,
1.16 For purposes of this Agreement, "Government Purpose License Rights" or "GPLR" is
defined as being the same as "Unlimited Rights" as specifically defined in 48 C.F.R.
52.227-14(a) with respect to Subject Data. For purposes of this Agreement, however,
such definition does not include the right to have or permit others to use the data for
commercial purposes.
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1.17 "Invention" means any creation, method, device, process, discovery or development
(including computer software), which is or may be patentable under Title 35 of the
United States Code. (See definition for "subject invention" at below paragraph 1.22)
1.18 "Made" when used in connection with an invention, means the conception or the first
actual reduction to practice of a particular Invention.
L19 "Patent Application" means the United States or foreign patent application, continuation,
continuation-in-part, divisional, reissue and/or reexamination of any particular invention.
1.20 "Proprietary Information" means any information which embodies trade secrets
developed at private expense, or any business, commercial or financial information that is
privileged or confidential, provided that such information:
(a) Is identified as "proprietary information" by labels or markings designating the
information as proprietary;
Has not been developed independently by any person who had no access to the
"proprietary information;"
Is not known or available from other sources without obligations concerning its
confidentiality;
Is not already available to the Government without obligations concerning its
confidentiality;
Has not been made available by the owner(s) of the information to others without
obligations concerning its confidentiality; and
Is not required to be disclosed by law or by a court of competent jurisdiction.
1.21 "Sensitive Data" or "Sensitive Information" means privileged, Collaborator Proprietary
Data, or Proprietary Information which, if compromised (e.g., through unauthorized
disclosure, alteration, corruption, loss, or misuse) with respect to confidentiality,
integrity, and/or availability could have a material adverse effect on the owner's interests,
the conduct of agency's programs or collaborator's business, or the privacy to which
individuals are entitled,
1.22 "Subject Data" means any data or information first produced, whether solely by either
party to this Agreement, or jointly by the parties of this Agreement, in the performance of
work under this Agreement.
1.23 "Subject Invention" means any invention made in the performance of work under this
Agreement whether accomplished solely by either party to this Agreement, or jointly by
the parties of this Agreement.
1.24 "Test Bed" means any installation where 5.9G1-iz DSRC infrastructure devices or other
V2I communications equipment may be installed and operated.
1.25 "Third-Party Collaborator" means any party or entity with whom the Government or the
Collaborator has entered into a contract or agreement (including another MOA or an
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interagency or intraageney agreement) involving work performed in connection with or
related to activities under this Agreement.
1.26 "Unlimited Rights" means the rights of the Government to use, disclose, reproduce,
prepare derivative works, distribute copies to the public, and perform publicly and
display publicly, in any manner and for any purpose, and to have or permit others to do
so.
ARTICLE II— PURPOSE, SCOPE, AND DURATION
2.1 Purpose. The purpose of this Agreement is to give the named organization an equal
ability to participate in an affiliation of 5.9G1-1z DSRC infrastructure device and other
V2I communications installation operator Test Beds.
2.2 Scope. Under this Agreement, the parties shall collaborate in research and share
resources (e.g. expertise, knowledge, data, equipment, facilities) as needed to support
the specific tasks given to the affiliation of Test Beds. Each task will result in a specific
document such as a device requirements specification or a device installation guideline
(See Article III herein. See also the Specific Task Statement of Work at Attachment B).
2.3 Term of Agreement. This Agreement shall become effective on the 31st day after the
date of the last parties signature is affixed hereto. Further, this Agreement shall continue
in effect for duration of three (3) years from the effective date, or until teiniinated in
accordance with Article VI herein, whichever date is earlier.
ARTICLE III — CONTRIBUTIONS OF THE PARTIES
3.1 Contributions of the Government. Under this MOA, the contributions of the
Government are limited to providing personnel, knowledge, expertise, intellectual
property, services, equipment, facilities, and/or other resources excluding direct finding
of the Collaborator(s). Consistent with these limitations, during the term of this
Agreement, Government shall:
3.1.1 Provide organizational support. The Government will organize regular web
meetings, video teleconferences or teleconferences and provide staff support to
create agendas for and records of the meetings.
3.1.2 Create Statements of Work for specific tasks that the Affiliation will undertake.
The contributions of the parties related to the specific task will be included in the
statement. Notwithstanding the foregoing, Affiliation members are free to
perform additional research work in this general field of endeavor, with or
without other Affiliation members, provided none of such work is performed
using Government Facilities, Government Personnel, or using Government fluids,
unless such work is part of a separate agreement with the Government.
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3,1.3 Create and/or publish and distribute reports, reviews and other data pertinent to
the research performed under this Agreement, provided that any such publication
may not, without a Collaborator's prior written consent, disclose any
Collaborator's Proprietary Data,
3,1.4 Provide or establish a public/private key method where Sensitive Data (see
paragraph 1.20) will be encrypted via a public key by the Government.
3.1.5 Provide to Collaborator the sole private key to access and decrypt the Sensitive
Data as it is generated and stored up to three calendar months. Sensitive Data
older than three (3) calendar months from the time of collection will be deleted
without notice from the Government-owned network.
3.1.6 Make Subject Data available to the Collaborator upon request.
3.1.7 Be responsible for the cost of the Government's personnel's attendance at, and
participation in, meetings, video teleconferences, teleconferences, and other
activities relating to work under this Agreement,
3.1.8 Permit Collaborator to access the ITS Joint Program Office's equipment at the
ITS Joint Program Office's Test Bed facilities in Southeast Michigan and Oak
Ridge, Tennessee, as may be necessary. Such access will not include access to
DOT-owned or —purchased information systems.
3.1,9 Perform any other task as consistent with or identified in the Statement of Work,
appended as Attachment B hereto, or as may be identified in subsequent work
plans.
3.2 Contributions of the Collaborator. During the term of this Agreement, the
Collaborator shall;
3.2.1 Assign personnel to attend the regular web meeting, video teleconference or
teleconferences, The minimum expected contribution of a Collaborator will be to
have one person participate in at least 3/4 of the scheduled meetings for up to 2 hours
each.
3.2,2 Participate in at least one Specific Task by contributing to at least one task as
consistent with or identified in the Statement of Work, appended as Attachment B
hereto, or as may be identified in additional Statements of Work.
3.2.3 Suggest to Government topics to be considered for additional Statements of Work
to be conducted either by Collaborator alone, Collaborator and Government, or
Collaborator with a third party.
3,2.4 Assist Government in the creation, publication and distribution of reports, reviews
and other data pertinent to the research and analysis performed under this
Agreement.
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3.2,5 I3e responsible for the cost of its personnel's attendance at, and participation in,
meetings, video teleconferences, teleconferences, and other activities relating to
work under this Agreement, as applicable. (No funds from Federal Government
contracts of any Federal agency shall be used for this purpose.)
3.2.6 Establish and implement a Collaborator Subject Invention reporting policy, as
may be applicable.
3.2.7 Report all Subject Inventions to Government within sixty (60) days after the
disclosure or identification of the Subject Invention to those parties responsible
for handling such matters within Collaborator, or within thirty (30) calendar days
after expiration or termination of this Agreement, whichever is earlier,
3.3 Additional Contributions of the Collaborator. In addition to the requirements
identified in above-paragraph 12, the Collaborator may contribute equipment, material,
supplies, facilities, "in-kind" services and funds in connection with the work under this
Agreement at its sole discretion.
3.4 Joint Contributions of the Government and the Collaborator. During the term of
this Agreement, the parties shall:
3,4,1 Jointly prepare, for the benefit of each other, quarterly written reports that shall
describe the progress of the work under this Agreement, problems encountered,
and results obtained, The progress of the work shall be subject to joint review by
the parties. The parties shall jointly prepare such report in a format that is
accessible to and useable by both parties. Requirements for additional reports may
be identified in the Statement of Work,
3.4.2 Jointly prepare, for the benefit of each other, a Final Report for each Statement of
Work the Collaborator participates in that shall:
(a) describe the work and results accomplished over the life of this Agreement;
(b) include a listing of all copyrights, patents and inventions, if any, resulting
from all work under this Agreement; and
(c) specify the disposition of all Subject Data, Subject Inventions, and other
intellectual property resulting from work under this Agreement.
The parties shall complete such Final Report no later than the expiration or
termination of this Agreement, with a written draft of such Final Report due no
later than thirty (30) days after the expiration or termination of this Agreement.
In the case of a termination (see Article VI) that provides less than thirty (30)
days before the effective date of termination, the parties shall prepare a written
draft of the Final Report as soon as a practicable, but not more than thirty (30)
days after the official date of termination.
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3.4.3 Each party to this Agreement will retain at least one copy of such Final Report
required under paragraph 3.4.2,
ARTICLE IV — MANAGEMENT, SECURITY, AND SAFETY
4.1 Appointment of Managers.
4.1.1 Appointment Officials. The Director of the ITS Joint Program Office and the
Collaborator shall each appoint or otherwise designate a Program Manager and a
MOA Manager (see Attachment A hereto.) Those persons may appoint,
designate, update or otherwise change their appointed Program Manager or MOA
Manager in accordance with the provisions of subsection 4.1.2 of this Section.
4.1.2 Change in Manager(s). At any time, any party may unilaterally update or
otherwise change its appointment or designation of its Program Manager and/or
its MOA Manager to this Agreement. Such party seeking to update or otherwise
change its appointment or designation of its Program Manager and/or MOA
Manager shall give written notice of the change to the other parties to this
Agreement. Such change may be incorporated by revision to Attachment A
hereto, and does not require an amendment (see Article IX) to the MOA.
However, within 30 days of a change of a Program Manager or a MOA Manager,
the current Government MOA Manager or Government Program Manager shall
copy such change to ITS/WO Program Director.
4.2 MOA Management
4.2.1 Administration of Agreement. Together, the MOA Managers, with oversight by
the Program Managers, shall jointly manage and administer this Agreement.
MOA Managers are responsible for ensuring that the parties actively and
diligently pursue the purpose of and work under this MOA. The MOA Managers
shall cooperate with each other and shall meet or conference periodically to
review the ongoing collaborative activities.
4.2.2 In the temporary absence (30 consecutive days or less) of a MOA Manager, the
corresponding Program Manager shall assume responsibility for managing and
administering this Agreement with the remaining MOA Manager.
4.2.3 From time to time within the period of this Agreement, and with input and
agreement from both parties, the parties to this MOA, subject to available funds,
and with agreement from both parties may add to a Statement of Work to pursue
additional work that supports the purpose of this MOA and its Statement of Work
(Attachment B). Additional Statements of Work shall not require any additional
approval or concurrence by the Office of the Assistant Secretary for the Research
and Technology. (See paragraph 9.15.2.)
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4.2.4 Government MOA Manager shall endeavor to resolve any disagreements arising
under this Agreement. Any dispute Government MOA Manager cannot resolve
shall be determined and resolved in accordance with Article VII herein.
4.3 Security and Access to Government.
4,31 Access to Government Facilities
4.3.1.1 The Government MOA Manager shall assist Collaborator, as
necessary, in obtaining access for Collaborator Personnel to
Government facilities.
4.3.1.2 Collaborator will advise all Collaborator Personnel who require access
to Government facilities that in order to gain access they may be
required to provide their social security numbers, fingerprints, as well
as any other information deemed pertinent by Government Security
prior to gaining access to Government facilities. Access may be
"escorted access" or "unescorted access" as granted by the pertinent
Security official.
4.3.1.3 While at a Government Facility, Collaborator's Personnel are subject
to and shall comply with all security regulations, directives, orders,
and instructions promulgated by or otherwise applicable to
Government, and the Government populace. A violation of any
security regulation, directive, order, or instruction may be grounds for
immediate eviction of those Collaborator Personnel from the
Government Facility.
4.4 Safety and Accident Prevention. At all times, Collaborator Personnel and Government
Personnel, and others working under this Agreement are subject to and shall comply
with all applicable safety regulations, directives, orders, and instructions promulgated by
or otherwise applicable to the Government populace. Collaborator Personnel and
Government Personnel shall take all reasonable steps and precautions to prevent any
accident and to preserve the life and well-being of Collaborator Personnel, Government
Personnel and the public. A violation of any applicable safety regulation, directive,
order, or instruction may be grounds for immediate removal of the violator from a
Government Facility.
ARTICLE V -- INTELLECTUAL PROPERTY
5. MARKING, OWNERSHIP, ACCESS, AND PUBLICATION.
5.1 Marking or Labeling of Data. A party providing Proprietary or Sensitive Information
or Data under this Agreement shall mark, or label appropriately or otherwise identify
any Proprietary Information or Sensitive Information that it furnishes to the other party
prior to providing said Proprietary Informatiorror Sensitive Information.
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5.2 Disclosure of .Information. The parties agree not to knowingly disclose to others who
are not a party to this Agreement, or make use outside of this Agreement of any
Proprietary or Sensitive Data or Information belonging to the other party of this
Agreement, provided that (1) the data is appropriately marked, labeled or identified, and
(2) the data was obtained as a result of activities under this Agreement. Such markings
necessarily include, but are not limited to, the data being marked as "Proprietary
Information", "Sensitive Data", or "Sensitive Information."
5.3 Ownership/Title.
5.3.1 Existing Property. The Government and Collaborator, respectively, shall each
retain title to all its pre-existing data, property, facilities, equipment, or other
resources made available for work under this Agreement.
5.3,2 Subject Data and Subject Inventions,
5.3.2.1 Each party shall have title to all Subject Data and Subject Inventions
developed or generated entirely by that party.
5.3.2.2 All Subject Data and Subject Inventions developed jointly by the
Government and Collaborator under this Agreement shall be the
property of both the Government and the Collaborator (co-ownership).
5.4 Rights in Data.
5.4.1 Both parties shall have unlimited rights in all Subject Data generated under this
Agreement that is not Proprietary Information of the other party generated prior
to the initiation of this Agreement.
5.4.2 The Government shall have Government Purpose License Rights in data
developed by Collaborator and shared under this Agreement.
5.5 Patents.
5.5.1 Disclosure of Patent Rights. Collaborator and Government shall disclose to one
another, in writing, any Subject Invention, within sixty (60) days after the
inventor(s) first disclose the Invention to the person(s) responsible for its patent
matters. Each party will exercise reasonable diligence to identify any Subject
Inventions and inform its personnel of the need to report possible inventions
promptly.
5.5.2 Allocation of Patent Rights,
5.5.2.1 In those cases where Subject Invention is developed solely by the
Government, the parties agree that the Government retains the entire
right, title, and interest throughout the world to such Subject Invention,
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and may, at its sole discretion, grant to Collaborator, upon receipt of a
written request, a nonexclusive license in fields of use in which
Collaborator has achieved practical application and continues to make
the benefits of the Subject Invention reasonably accessible to the public.
5.5,2.2 In those cases where Subject Invention is developed jointly by the
Government and Collaborator, the parties agree that both parties
mutually retain the entire right, title, and interest throughout the world to
such Invention. The Government may, at its sole discretion and upon
written request from Collaborator, assign its ownership interest in the
Subject Invention to Collaborator. In the event that Government makes
such an assignment, Government shall retain a nonexclusive,
irrevocable, worldWide, royalty-free right to practice or use and have
practiced or used the Subject Invention for governmental purposes by or
on behalf of the United States and by or on behalf of any foreign
government or international organization pursuant to any existing or
future treaty or agreement with the United States. Additionally,
Government shall retain March-In rights as specified in Section 5.6.4.
5.5.2.3 In those cases where Subject Invention is developed solely by
Collaborator, the Government acknowledges Collaborator retains the
entire right, title and interest to the Subject Invention. Collaborator shall
provide Government a nonexclusive, irrevocable, worldwide, royalty-
free license to practice and have practiced the licensed Subject Invention
for governmental purposes by or on behalf of the United States and by or
on behalf of any foreign government or international organization
pursuant to any existing or future treaty or agreement with the United
States. Should the Collaborator elect not to retain the entire right, title
and interest to the Subject Invention, Collaborator shall assign its entire
right, title and interest to Government and Collaborator shall be entitled,
upon election in writing, to an exclusive license in accordance with
paragraph 5.6.2 herein.
5.5.2.4 Filing of Patent Applications. The parties shall mutually agree on which
party shall file a patent application on jointly developed Subject
Inventions. The party not filing a patent application will fully cooperate
with (including executing all necessary documents and obtaining the
cooperation of its personnel in executing such documents) the filing
party in the preparation and filing of any patent application based upon a
jointly developed Subject Invention. Both parties shall exercise their
best efforts to timely file a patent application or to enable the other to
timely file a patent application in accordance with Title 35 of the United
States Code or comparable provision of foreign law.
5.5,2.5 Patent Expenses and Copies. All expenses related to or arising from the
filing of any patent application, including any post-filing, post-patent
fees, legal fees, and any other incidental or miscellaneous expense shall
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be borne by the party filing the patent application. Each party shall
provide the other party with a copy of each patent application it files on
any Subject Invention, If Government Personnel and Collaborator
Personnel jointly developed the Subject Invention, each party shall have
the right to inspect and make copies of all documents retained in the
official patent application or other related files of the other party.
5.6 License and Royalties.
5.6.1 Each party to this MOA, by signature at the end of this MOA, certifies that to the
best knowledge of the [ TBD Official of the Collaborator ] and as of the effective
date of the MOA, its personnel are not encumbered by any assignment of
title/ownership, royalties, and/or of any other right that would bear upon or affect
any title/ownership, royalties and/or any of the rights granted within this MOA.
5.6.2 Exclusive License. Collaborator reserves the right ("reservation of right period")
to obtain from the Government an exclusive license to use or practice the joint
Subject Invention in one or more lines of business upon such terms to be
negotiated in good faith between Government and Collaborator. This reservation
of right period shall expire within sixty (60) calendar days after disclosure or
identification of the joint Subject Invention, or within thirty (30) calendar days
after expiration or termination of this Agreement, whichever is earlier.
Collaborator agrees that Collaborator shall not receive such exclusive license
unless Collaborator notifies, in writing, the Government of its desire to obtain an
exclusive license and negotiates with the Government such license agreement.
This written notice (one copy each) must be submitted to Government MOA
Manager and Government Program Director within the "reservation of right
period." Within a reasonable period after Government receives such written
notice, the parties shall negotiate terms and conditions of the license agreement
(see below paragraph 5.6.5).
5,6.3 In the event that a Collaborator does not seek an exclusive license within sixty
(60) calendar days after disclosure or identification of the joint Subject
Invention, or within thirty (30) calendar days after expiration or termination of
this Agreement, whichever is earlier, the Collaborator shall lose its right to
obtain an exclusive license.
5.6.4 March-in Rights. If Collaborator does not timely seek an exclusive license and
subsequently loses its right to an exclusive license for any joint Subject Invention
(see above paragraph 5.6.3), Government shall have the right to request the
Collaborator grant a nonexclusive, partially exclusive or exclusive license in any
field of use to any responsible third-party who applies for such a license based on
terms that are reasonable under the circumstances. If Collaborator declines a
request to grant such a license, then OASRT, on behalf of the United States
Government, may grant such a license to the applicant(s) provided the action is
necessary because the Collaborator has not taken, or is not expected to take
action within a reasonable time to achieve practical application of the joint
20140130 To be Completed Prior to Signing Page 12 of 25
Subject Invention in such field of use for which the applicant(s) request a grant
of license.
5.6.5 Collaborator may be granted a nonexclusive royalty-free license throughout the
world in Subject Invention to which the Government has title.
5.6.6 Confirmatory Nonexclusive License Agreement, For each nonexclusive license
granted under this Agreement, each party shall provide to the other party a
confirmatory license agreement to be negotiated in good faith between OASRT,
on behalf of Government, and Collaborator.
5.6.7 Royalties for Joint Research. Collaborator (including any Third-Party
Collaborator) shall be required to pay to Government a reasonable royalty on
income received by Collaborator or its affiliates from the licensing, assignment,
sale, lease and/or rental or other disposition of any copyrighted and/or patented
work based on the results of work performed at a Facility in which there is at
least one Government Personnel co-author or co-inventor, except where such
disposition is to the United States Government. Such reasonable royalty rate and
offsets against income against which such rate is to be applied shall be
negotiated in good faith between the parties upon the first instance of the
generation of such income. The result of such royalty rate and offset to income
negotiations to result in a written agreement specifying the terns of and for such
payments. In any case, such royalty payments shall be payable by Collaborator
to OASRT on behalf of the Government not later than sixty (60) days after the
calendar year ending December 31 in which the Collaborator receives the
income.
5,7 Copyright.
5,7.1 Either party may establish a copyright in scientific and technical articles based
on or containing Subject Data, and published in academic, technical journals,
professional journals, or similar works. However, before publication, the
publishing party shall provide a courtesy copy of the proposed publication in
accordance with paragraph 5.8 herein to the other party. For all other Subject
Data first produced by both parties in the performance of this Agreement, but not
published in academic, technical journals, professional journals, or similar
works, Collaborator shall request from Government Director written permission
in order to claim copyright in such Subject Data. If granted, written permission
to claim copyright to this Subject Data, Collaborator shall affix not only the
applicable copyright notice (see 17 U.S.C. 401 et. seq.), but also an
acknowledgment of Government collaboration and/or sponsorship of the Subject
Data. In either case, after the copyright is obtained and the Subject Data is
published or otherwise available for dissemination, Collaborator shall provide
two copies of such copyrighted Subject Data, materials, document and/or
publication to the Government (see paragraph 5.7 herein).
20140130 To be Completed Prior to Signing Page 13 of 25
5.7.2 For data other than computer software, Collaborator grants to the Government
and others acting on its behalf, a nonexclusive, irrevocable, worldwide, royalty-
free license in such copyrighted data to reproduce the copyrighted data or
materials, in part or in whole, in a paper, electronic or digital format, as well as
to prepare derivative works from the copyrighted data or material, distribute
copies of such reproduced or derivative works to the public, and perform
publicly and display publicly such reproduced or derivative works, by or on
behalf of the Government. For computer software, the Collaborator shall grant
to the Government and others acting on its behalf, a nonexclusive, irrevocable,
worldwide, royalty-free license in such copyrighted computer software to
reproduce the copyrighted computer software, as well as to prepare derivative
works from the copyrighted computer software, and perfoini publicly and
display publicly (but not to distribute copies to the public) such reproduced or
derivative works, by or on behalf of the Government.
5.7.3 Collaborator shall not knowingly incorporate any data, writing or work
copyrighted, licensed or patented by any third party non-Collaborator into any
joint Subject Invention, unless the Collaborator has acquired for Government, or
Government otherwise obtains, a nonexclusive, irrevocable, worldwide and
royalty free license to reproduce, publish, or otherwise use, and to authorize
others to use the work or writing for Government purposes. This provision does
not require Government to obtain such license to permit incorporation of the
third party non-Collaborator copyrighted, licensed or patented data, writing or
work into a joint Subject Invention.
5.7.4 The Collaborator shall be responsible for an amount proportional to the damage
caused by the Collaborator of losses that result from or arise out of the negligent
use of or breach of this Agreement Article V provisions by its employees or
agents regarding the publication, translation, reproduction, delivery, use,
practice, or disposition of any Subject Data, Subject Invention, or protected
Proprietary or Sensitive Information provided under this Agreement
notwithstanding that this provision shall not be deemed a waiver by Collaborator
of any immunities to which it may be entitled under applicable Federal, State,
local or other laws.
5.8 Publication and Presentations.
5,8.1 The parties agree to confer and consult prior to the publication of Subject Data to
assure that no Proprietary or Sensitive Information is released.
5.8.2 Prior to submitting for outside review any manuscript that contains Subject Data
or results of research and/or development under this Agreement, the Government
shall be offered a reasonable opportunity to review such proposed publication. If
no such outside review is sought, made, or obtained, the Government shall be
offered a reasonable opportunity to review such proposed publication before
Subject Data is published.
20140130 To be Completed Prior to Signing Page 14 of 25
5.8.3 Collaborator shall coordinate with the Government Program Manager before
publication for all proposed publications, presentations or use of Subject Data for
public release to ensure that no Sensitive Information or Sensitive Data are
included in the proposed publications, presentations, or use. In any case,
Collaborator shall not publish or otherwise disclose Sensitive Information or
Sensitive Data.
5.8.4 Notwithstanding rights granted to Collaborator elsewhere in this Agreement,
Government may submit for publication the work developed under this
Agreement. Depending on the extent of contributions made, Collaborator
Personnel may be cited as co-authors. In the event Government wishes to submit
research and/or development results for publication, before publication, the
Government will notify Collaborator's MOA Manager. In no event, however,
shall the name of Collaborator or any of its trademarks and/or trade names be
used in any publications without Collaborator's prior written consent.
5.8.5 Each party shall prominently mark each written work resulting from performance
of work under this Agreement with the words (verbatim):
This work was created in the performance of an Agreement
between [ TBD Organization(s)] and the Office of the Assistant
Secretary for Research and Technology of the United States
Department of Transportation.
5.9 Use of the Affiliated Test Bed Logo.
5.9.1 Parties to this Agreement can identify themselves as a member of the Affiliated
Test Beds.
5.9.2 Parties to this Agreement have the right to use the Affiliated Test Bed mark on
documents, promotional materials, and web sites.
ARTICLE VI — TERMINATION
6.1 Bilateral Termination: The parties may terminate this Agreement at any time by
written mutual consent evidenced as an amendment to this Agreement.
6.2 Unilateral Termination: Either party may unilaterally terminate this Agreement by
giving ninety (90) days' notice, in writing, to the other party to this Agreement.
6.3 Only the signatories to this Agreement (or other authorized person) can terminate this
Agreement before expiration of the term of the Agreement. No Program Manager or
MOA Manager has the authority to terminate this Agreement at any time. However, the
Program Manager and/or MOA Manager may recommend to a signatory that
termination is in the best interest of the party.
20140130 To be Completed Prior to Signing Page 15 of 25
6.4 The termination of this Agreement by either party for any reason shall not affect the
rights and obligations of the parties accrued prior to the effective date of termination. In
the event of termination by either party, each party shall be responsible for its own costs
incurred through the date of termination, and for its own costs related to the termination
that is incurred after the date of termination.
6.5 Maintenance and Disposition of Property.
6.5.1 During the term of this Agreement, Collaborator shall be responsible for all costs
of maintenance, removal, storage, repair, shipping, and/or disposal of all
equipment or property to which it retains title. Disposal of property will be in
accordance with applicable disposal laws and regulations.
6.5.2 The Government may request that Collaborator equipment remain as part of the
product or system in which it has been installed. The parties may confer
regarding the value of said Collaborator Equipment, and address the value and
any compensation thereof under separate agreement or contract. If Collaborator
agrees to leave the Collaborator Equipment in place, Collaborator shall
relinquish all claim of title to said Collaborator Equipment, and shall have no
farther responsibility to maintain or replace it.
ARTICLE VII-- DISPUTES
7.1 Dispute Resolution. Any dispute arising under this Agreement that is not disposed of
by agreement between the MOA Managers, after all reasonable efforts have been
exhausted to reach an amicable settlement, shall be submitted for resolution to
Government signatory (or his/her designee) and the Collaborator's signatory (or his/her
designee). The Government Director's decision shall be the final disposition of any
dispute pertinent to the use of the Facility. The joint decision of the Government
signatory (or designee) and the Collaborator's signatory (or designee) shall be the final
disposition of any dispute, excluding any dispute pertinent to intellectual property or the
use of the Facility. An appropriate administrative or judicial forum possessing
competent jurisdiction shall determine final disposition of any dispute pertinent to
intellectual property. Nothing in this Agreement is intended to prevent either party from
pursuing any other legal remedies it may have available in any court or other forum of
competent jurisdiction.
7.2 Continuation of Work. Pending the resolution of any dispute pursuant to this Article
VII, the parties agree that each shall continue to perform diligently all obligations under
this Agreement.
20140130 To be Completed Prior to Signing Page 16 of 25
ARTICLE VIII— WARRANTY, INSURANCE, AND LIABILITY
8.1 Warranty.
8.1.1 The Collaborator warrants that it is the owner of the Collaborator Equipment that
will be or may be provided in connection with the activities under this
Agreement.
8.1.2 Except as specifically stated herein, neither party to this Agreement makes any
expressed or implied warranty as to the condition of any equipment provided in
connection with the activities of this Agreement or as to any matter whatsoever,
including fitness for a particular purpose of any matter, service, equipment, or
product, tangible or intangible.
8.1.3 All materials, including but not limited to data, inventions, and software are
provided without warranty of merchantability or fitness for a particular purpose
and any other warranty, express or implied. Collaborator makes no
representation or warranty that use of any invention or software will not infringe
any patent or other proprietary right.
8.2 Insurance.
8.2.1 Government acknowledges it is self-insured.
8.2.2 The Collaborator acknowledges and agrees to maintain a program of insurance
and/or self-insurance, which is adequate to address any liability(ies) that may
arise out of Collaborator's performance of work and activities under this
Agreement.
8.3 Indemnification. To the extent authorized by United States federal law in the case of
the Government or by federal and/or state law in the case of Collaborator, each party
shall be responsible for any and all claims arising out of its own willful acts or
omissions, and those of its employees, officers, agents, directors, invitees, contractors,
consultants, or others acting on its behalf or with its authority, during the performance of
its or their obligations under this MOA; provided, however, that this provision is not
intended to nor will it be interpreted as (1) giving a right of indemnification, either by
contract or law, for claims arising out of the performance of this MOA, or (2) a waiver
of a party's sovereign immunity.
8.4 Damages. Except to the extent that damage arises from or is related to the negligent or
willful misconduct of the Government and its officers, employees, consultants, or agents
and Government liability for such damage is cognizable under the Federal Tort Claims
Act (FTCA), 28 U.S.C. §2671 et. seq., the Government shall not be responsible for
damage to any Collaborator equipment or property used in connection with the activities
under this Agreement. Further, except as provided under FTCA or other Federal law
where sovereign immunity has been waived, the Government shall not be responsible
for the negligent or willful misconduct of its officers, employees, consultants, and agents
20140130 To be Completed Prior to Signing Page 17 of 25
for any damage, loss, personal injury or death of Collaborator Personnel arising in
connection with activities under this Agreement or because of that person's presence on
a government facility based on this Agreement. Where the Government may be liable
for certain damage, loss, personal injury or death, under the FTCA the Government will
be liable in the same manner and to the same extent as a private individual under like
circumstances, but will not be liable for interest prior to judgment or for punitive
damages. (See 28 U.S.C. §2674). The parties should be aware that both Federal and
state law may impose limitations on liability.
ARTICLE IX — GENERAL TERMS AND PROVISIONS
9.1 Notices, All notices pertaining to or required by this Agreement shall be in writing and
shall be directed to the MOA Managers identified in Attachment A hereto.
9.2 Assignment. Neither this Agreement nor any rights or obligations of any party
hereunder shall be assigned or otherwise transferred by either party. Any attempted or
actual assignment shall be void.
9.3 Officials Not to Benefit. No member of or delegate to the United States Congress, or
resident commissioner, nor any employee of the Executive Branch, shall be admitted to
any share or part of this Agreement, nor to any benefit that may arise therefrom unless
the share, part or benefit is for the general benefit of a corporation or company.
9.4 Drug-Free Workplace. The parties to this Agreement shall maintain a drug-free
workplace consistent with the requirements of the Drug-Free Workplace Act of 1988, 41
U.S.C. §701 et. seq. (P.L.I00-690).
9,5 Use of Name or Endorsements. By entering into this Agreement, the Government
does not directly or indirectly endorse any product or service provided, or to be
provided, by Collaborator, its employees, officers, successors, assignees, or licensees.
The Collaborator shall not in any way imply that this Agreement is an endorsement
by the United States Government, the Department of Transportation, and/or the Office
of the Assistant Secretary for Research and Technology of any Collaborator product or
service. Neither party to this Agreement shall use the name of the other party of this
Agreement in any form of publicity without the prior written permission of the other
party whose name is to be used. Those persons who may grant such permission are:
For Government:
For the Collaborator:
Charles Ducker, Sr, Department Intellectual
Property Counsel
Office of the Assistant Secretary for Research
and Technology
[ Name and/or Title],
9,6 Participation in Advertising or Displays in Public or Academic Forums. With the
prior written agreement between the parties to this MOA, either party of this MOA may
20140130 To be Completed Prior to Signing Page 18 of 25
advertise or display the results of this MOA to the public. Such agreement shall not be
unreasonably withheld but is intended to protect against release of Sensitive Data or
Information or Proprietary Information the release of which could cause harm to the
Government's and/or the Collaborator's interests. Government and/or the Collaborator
will identify, in writing, any limitation(s) to such advertisement or display in a "prior
written agreement" consenting to such advertisement or display, and shall incorporate
such writing by amendment to this MOA. Any such presentations shall be subject to the
Use of Name or Endorsements provisions of Section 9.5 of this Agreement.
9.7 Relationship of the Parties. The parties to this Agreement and their employees are
independent of each other, and are not agents of each other, joint-venturers, partners or
joint parties to a formal business organization of any kind. Each party retains sole and
exclusive control over its own personnel and operations, and the personnel of either
party is not subject to the supervision of the other party.
9.8 Section 508 Electronic Information Technology. Any development, procurement,
maintenance, or use of information technology under this Agreement shall comply with
Section 508 of the Rehabilitation Act (29 U.S.C. §794d) as amended by the Workforce
Investment Act of 1998 (P.L. 105-220), August 7, 1998. Under Section 508 (29 U.S.C.
§794d), agencies must give disabled employees and members of the public access to
infounation that is comparable to the access available to others.
9.9 Americans with Disabilities Any equipment used in or created as a product from the
performance of the work under this MOA, to the extent practical and by reasonable
accommodation, shall conform to the requirements of the American Disabilities Act (as
amended, 42 U.S.C. §12101 et. seq.) Collaborator recognizes and complies with the
American Disabilities Act, as amended, 42 U.S.C. §12101 et. seq.
9.10 Protection of Human Subjects. Any research under this Agreement shall be carried
out in accordance with the Federal Policy for the Protection of Human Subjects and
implementing Department of Transportation regulations, "Protection of Human
Subjects", 49 C.F.R. § 11.101 et. seq. Before undertaking any research activity
involving human subjects at the Government Facility, a Collaborator or Third-party
Collaborator shall submit written assurance, satisfactory to Goverment that said
Collaborator or Third-party Collaborator shall comply with said requirements of policy
and regulations pertinent to the protection of human subjects.
9.11 Buy America. The parties to this MOA agree that any equipment or supply purchases
to support work under this MOA will conform to or be in accordance with the United
States preference requirements described in 49 U.S .C. §5323(j). Further, the parties
agree that any end product of this MOA will also conform to or be in accordance with
the United States preference requirements as described in 49 U.S.C. §5323(j).
9.12 Non-Discrimination Compliance. All activities pursuant to this Agreement shall be in
compliance with the provisions of Executive Order No. 11246, 3 C.F.R. 339 (1964-
1965), the requirements of Title VI of the Civil Rights Act of 1964 (78 Stat, 252; 42
20140130 To be Completed Prior to Signing Page 19 of 25
U.S.C. §2000d et, seq.); Title V. Section 504 of the Rehabilitation Act of 1973 (87 Stat.
394; 29 U.S.C. §794); the Age of Discrimination Act of 1975 (89 Stat. 728; 42 U.S.C.
§6101 et. seg.); and with all other federal laws and regulations prohibiting
discrimination on the grounds of race, color, creed, national origin, handicap, religion
or gender in providing for facilities and service to the public.
9.13 Force Majeure, No party to this Agreement shall be in breach of this Agreement for
any failure of performance caused by any event beyond its reasonable control and not
caused by the fault or negligence of that party. In the event such a force majeure event
occurs, the party unable to perform shall promptly notify the other parties and shall in
good faith maintain such part performance as is reasonably possible and shall resume
full performance as soon as is reasonably possible.
9.14 Waiver of Rights. Failure to insist upon strict performance of any of the terms and
conditions of this Agreement, or failure or delay to exercise any rights provided herein
or by law, shall not be deemed a waiver of any rights of any party to this Agreement.
Any waiver of rights by either party shall be in writing and provided to the other party
to this Agreement.
9.15 Amendment/Modification.
9.15.1 Either party may seek to modify this Agreement. Such modification shall not
be effective until it is incorporated herein by a formally executed written
amendment or modification to this Agreement.
9.15.2 A modification or amendment within the scope of the Agreement shall become
effective the date the ITS NO Director signs the amendment. An in-scope
modification shall not require any coordination beyond Charles Ducker, Sr.
Department Intellectual Property Counsel, the Office of the Assistant Secretary
for Research and Technology and the Government Director for the modification
to become effective.
9.15,3 A modification or amendment outside the scope of, and seeking to expand or
otherwise change the scope of, the original Agreement, shall become effective
on the 31 st day after the date of the Government Director's signature on the
proposed modification or upon the date of concurrence by the Office of the
Assistant Secretary for Research and Technology, whichever date is earlier. An
out-of scope modification shall be subject to coordination with the Office of the
Assistant Secretary for Research and Technology.
9.15.4 The term of this Agreement can be modified, However the term of this
Agreement may not be modified to extend this Agreement beyond a total of five
(5) years from its effective date. If additional work is contemplated that would
take work beyond five years from its effective date, then this Agreement can be
renewed by the signatories (or successors) to this Agreement for a period
mutually acceptable to both the Govermnent and the Collaborator, subject to
20140130 To be Completed Prior to Signing Page 20 of 25
approval by the Office of the Assistant Secretary for Research and Technology
(see Article 1, paragraph 2.3; see also Article IX, paragraph 9.15,3).
9.16 Authorization for Amendment. Only the signatories (or successors) to this Agreement
can amend, extend or otherwise modify this Agreement. The MOA Managers shall have
no authority to amend, extend, or otherwise modify this Agreement. In keeping with
OASRT's authority to enter into MOAs on behalf of the Government, this authority for
amendment is not subject to delegation.
9.17 Surviving Provisions. The following provisions shall survive the termination,
expiration or closure of this Agreement: Article I Definitions, Article V Intellectual
Property, Article VI Termination, Article VII Disputes, Article VIII Warranty,
Insurance, and Liability, and Article IX General Terms and Provisions. Additionally,
the requirements for a Final Report (see paragraph 3.4) shall survive the termination,
expiration or closure of this Agreement.
9.18 Severability. If any provision of this Agreement is held invalid, the remainder of the
Agreement shall not be affected thereby and shall remain in full force and effect,
9.19 Governing Law, The Federal laws of the -United States shall govern the construction,
validity, performance, and effect of this Agreement for all purposes.
9.20 Export Administration Restrictions. The requirements of 15 CFR Chapter III,
Subchapter C, "Export Administration Regulations," apply to this agreement and all
relationships concluded hereunder.
9.21 Entire Agreement. This MOA constitutes the entire agreement between the parties
concerning the subject matter hereof and supersedes any prior understanding, written
agreement, or oral agreement relative to said matter.
9.22 Execution of the Agreement. This Agreement will be considered fully executed when
the Assistant Secretary for Research and Technology or designee signs the Agreement.
9.23 To expedite processing, this Agreement may be executed in two counterparts, which
together shall constitute one and the same instrument. Further, the parties may execute
this Agreement by telefaesimile signatures or original signed documents converted to
pdf and transmitted electronically via email directly to Mr. Charles Ducker, Sr.
Department Intellectual Property Counsel, the Office of the Assistant Secretary for
Research and Technology, subject to the following:
(a) within 48 hours of transmitting the telefaesimile or email counterpart,
Collaborator will dispatch or otherwise mail directly to Mr. Charles Ducker,
Sr. Department Intellectual Property Counsel, the Office of the Assistant
Secretary for Research and Technology, two duplicate original Agreements
signed in original hand; and
20140130 To be Completed Prior to Signing Page 21 of 25
(b) within 21 (twenty-one) days from the date of the Collaborator's signature, the
parties shall execute this Agreement in 2 (two) complete originals - that is,
two duplicate Agreements signed in original hand by each party with the
signatures of the Collaborator's authorized employee(s) or agent(s) and the
ITS 20 Director appearing together on each of the same original MOA. The
date on these duplicate originals shall bear the same date the party signed the
counterparts. Thereafter, the previously executed counterpart Agreement shall
cease to act as any original replaced by the conformed duplicate original
Agreements. Collaborator will receive from Mr. Charles Ducker, Sr.
Department Intellectual Property Counsel, Office of the Assistant Secretary for
Research and Technology, one completely executed original MOA in a
reasonable period after the MOA becomes effective. The effective date of this
Agreement shall remain as established by paragraph 2,3 herein.
2 Attachments:
Attachment A Identification of MOA/Prograrn Managers and their contact information
Attachment B S ample Statement of Work
20140130 To be Completed Prior to Signing Page 22 of 25
This Agreement consists of 25 pages, including Attachments A and B.
IN WITNESS WHEREOF, each individual signing this document represents that s/he has the
authority to execute this Agreement on behalf of her/his respective agency, or business, and
each such individual have set forth her/his signature and executed this Agreement in duplicate:
FOR THE COLLABORATOR:
DATE NAME
Title
Phone Number
[Please use corporate seal. If no corporate seal, please obtain notarization]
On this day, [ Insert Name appeared before me, presented sufficient identification or is
personally known to me, and set forth his hand this day of
Notary Public
My Commission Expires:
FOR THE GOVERNMENT: United States Department of Transportation
Office of the Assistant Secretary for Research and Technology
DATE KENNETH M. LEONARD
Director, ITS JP°
+1 202 366 9536
20140130 To be Completed Prior to Signing Page 23 of 25
ATTACHMENT A
The Managers for this Agreement are:
TBD Organization (COLLABORATOR)
Program Manager
Name:
Address:
Tel: +1 Fax: +1
Email:
M0,4 Manager
Name:
Address:
Tel: +1 Fax: +1
Email:
FOR OASRT (GOVERNMENT)
Program Manager
Name: Walton Fehr
Address: United States Department of Transportation
Office of the Assistant Secretary for Research and Technology
1200 New Jersey Ave., SE
Washington, DC 20590
Tel: +1 202 366 0278 Fax: +1 202 493 2027
E-mail: walton,fehr@dot.gov
M0,4 Manager
Name: Walton Fehr
Address: United States Department of Transportation
Office of the Assistant Secretary for Research and Technology
1200 New Jersey Ave., SE
Washington, DC 20590
Tel: +1 202 366 0278 Fax: +1 202 493 2027
E-mail: walton.fehr@dot.gov
20130609 Template to be Completed Prior to Signing Page 24 of 25
ATTACHMENT B
AFFILIATED TEST BED
STATEMENT OF WORK DETAILS #1
1. BACKGROUND.
One of the most defining documents of interest to 5.9GHz Dedicated Short Range
Communications (DSRC) device makers and operators is the Requirements Specification that
defines roadside equipment (RSE). The current version of that specification was developed to
support the US Department of Transportation's Safety Pilot Model Deployment in Ann Arbor,
Michigan. That specification is due for an update to include lessons learned in that installation.
2. OBJECTIVE: The objective of this task assignment is to advance the development and
practical use of 5,9GHz DSRC RSE.
3. SCOPE OF THE WORK
3.1 The parties to the MOA will collaborate in activities leading to the next revision of the
RSE Requirements Specification.
3.2 The Government will provide a technical editor and other means to collect comments
and assemble interim documents.
3,3 The Collaborator will participate in monthly web meetings and provide written
comments to interim documents at their sole discretion.
3.4 The parties to the MOA will prepare and share periodic reports (e.g. progress reports,
project reports) as provided for in the MOA and subsequent work plans, if any. The
parties shall also prepare and share a final version of the RSE Requirements
Specification update at the completion of all work under the MOA.
20140130 To be Completed Prior to Signing Page 25 of 25
AFFILIATED TEST BED
MEMORANDUM OF AGREEMENT
Template
PARTIES: (a) FEDERAL AGENCY
Research and Innovative Technology Administration
United States Department of Transportation
(b) COLLABORATOR
COUNTY OF OAKLAND
Connected Car Task force
2100 Pontiac Lake Rd
Building 41W
Waterford, MI 48328
USA
DURATION: Three (3) yAars
TYPE OF ORGANIZATION:
Governmental
ORGANIZATION EXPERTISE:
To be used on page 2:
"WHEREAS, COUNTY OF OAKLAND Connected Car Task force with
expertise in the support of innovative solutions, including public private
collaboration, in the development, installation and operation of infrastructure
equipment using 5.9GHz DSRC and other V-1 communication;"
LICENSE AND ROYALTIES:
For the Collaborator:
Matthew A. Gibb
Deputy Oakland County Executive
USE OF NAME:
For the Collaborator:
Matthew A. Gibb
Deputy Oakland County Executive
INDIVIDUALS SIGNING
For the Collaborator
Michael Gingell
Chairman
Oakland County Board of Commissioners
1200 N. Telegraph
Pontiac, MI USA 48341
Matthew A. Gibb
Deputy Oakland County Executive
2100 Pontiac Lake Rd
Building 4IW
Waterford, MI USA 48328
MANAGERS FOR THIS AGREEMENT
COLLABORATOR
Program Manager
Fred Nadar
2100 Pontiac Lake Rd
Building 41W
Waterford, MI USA 48328
TEL(248) 505-2220
FAX(248) 424-9641
ftedm&etesd.c0111
MOA Manager
Matthew A. Gibb
Deputy Oakland County Executive
2100 Pontiac Lake Rd
Building 41W
Waterford, MI USA 48328
TEL(248) 975-9636
FAX(248) 452-9215
gibbm@oakgov. com
Resolution #14161 July 16, 2014
Moved by VVeipert supported by Jackson the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
AYES: Dwyer, Gershenson, Gingell, Gosselin, Hatchett, Jackson, Long, Matis, McGillivray,
Middleton, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bosnic, Crawford. (18)
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).
I HEREBY APPROVE THIS RESOLUTIl.
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A ,
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, 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 July 16, 2014,
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 16th day of July 2014.
Lisa Brown, Oakland County