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HomeMy WebLinkAboutResolutions - 2003.11.20 - 27277November 20, 2003 MISCELLANEOUS RESOLUTION #03334 BY: Planning and Building Committee, Charles E. Palmer, Chairperson IN RE: COMMUNITY AND ECONOMIC DEVELOPMENT DEPARTMENT/PLANNING AND ECONOMIC DEVELOPMENT SERVICES DIVISION - RESOLUTION APPROVING AUTOMATION ALLEY SMARTZONE COOPERATION AGREEMENT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS P.A. 281of 1986, as amended by P.A. 248 of 2000, authorizes one or more municipalities within the same county to establish a joint authority which may exercise its powers as a certified technology park and to capture taxes from property within the authority area; and WHEREAS the Cities of Southfield and Troy formally established the Automation Alley Joint Local Development Finance Authority on April 24, 2003, and May 5, 2003, respectively pursuant to P.A. 281 of 1986, as amended, and; WHEREAS pursuant to Miscellaneous Resolution #03116 of May 8, 2003, the Oakland County Board of Commissioners approved the creation of a Joint Local Development Finance Authority between the City of Southfield and the City of Troy; and WHEREAS the Michigan Economic Development Corporation (MEDC), the City of Rochester Hills and the Local Development Authority of the City of Rochester Hills have entered into a SmartZone Agreement establishing the Rochester Hills Certified Technology Park; and WHEREAS the Rochester Hills Certified Technology Park SmartZone Agreement requires the adoption of a "Cooperative Agreement" between all SmartZone partners; and WHEREAS the partners include the City of Southfield, City of Troy, City of Rochester Hills, Oakland County, Automation Alley, Lawrence Technological University and Oakland University. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the Automation Alley SmartZone Cooperative Agreement between the Automation Alley Joint Local Development Finance Authority, the Local Development Finance Authority of the City of Rochester Hills, Automation Alley, Oakland County, City of Southfield, City of Troy, City of Rochester Hills, Lawrence Technological University and Oakland University. BE IT FURTHER RESOLVED that the Board of Commissioners authorizes the Chairperson of the Board of Commissioners to sign the Agreement on behalf of Oakland County. BE IT FURTHER RESOLVED that the County Clerk is hereby directed to provide certified copies of this Resolution to the cities of Southfield, Troy and Rochester Hills. Chairperson, on behalf of the Planning & Building Committee, I move the adoption of the foregoing Resolution. Planning & Building Committee Vote: Motion carried on a roll call vote Palmer, Bullard, Knollenberg, Long, Rogers and Wilson — yes McMillin — no Coleman & Coulter - absent AUTOMATION ALLEY SMARTZONE COOPERATIVE AGREEMENT This Automation Alley SmartZone Cooperative Agreement ("Cooperative Agreement") is entered into by and among the City of Rochester Hills, a Municipal Corporation, with offices at 1000 Rochester Hills Drive, Rochester Hills, Michigan 48309; the Local Development Finance Authority of the City of Rochester Hills with offices at 1000 Rochester Hills Drive, Rochester Hills, Michigan, 48309; the City of Southfield, a Municipal Corporation, with offices at 26000 Evergreen Road, Southfield, Michigan 48076;; the City of Troy, a Municipal Corporation, with offices at 500 W. Big Beaver Road, Troy, Michigan, 48084; the Automation Alley Joint Local Development Finance Authority with offices at 26000 Evergreen Road, Southfield, Michigan 48076; County of Oakland, a Municipal Corporation, with offices at 1200 North Telegraph, Pontiac, Michigan 48341; Oakland University, a Michigan constitutional body corporate and public institution of higher education, with offices at 204 Wilson Hall, Rochester, Michigan 48309-4401; Lawrence Technological Institute, a private institution of higher education, with offices at 21000 West Ten Mile Road, Southfield, Michigan 48075-1058; and Automation Alley ("Corporation") with offices at 1200 North Telegraph , Pontiac, Michigan 48341 (collectively, the "Parties"). RECITALS WHEREAS, the Michigan Legislature passed and the Governor signed Public Act 248 of 2000 to promote, inter alia, the development of high technology businesses throughout the State of Michigan; and - WHEREAS, the Michigan Economic Development Corporation ("MEDC") was authorized by Public Act 281 of 1986, as amended, being MCL 125.2151 et seq. ("Act"), to designate a certain number of certified technology parks ("Certified Technology Parks") within the State of Michigan, by December 31, 2002; and WHEREAS, the MEDC, for strategic marketing purposes, chose to designate the aforementioned Certified Technology Parks as "SmartZones"; and WHEREAS, the MEDC entered into agreements with the City of Southfield and the City of Rochester Hills, and their respective local development finance authorities (each a "Certified Technology Park Agreement"), to designate all or a portion of certain identified areas within each city as areas to be included in a Certified Technology Park and authorize the use of the SmartZone service mark with respect to those Certified Technology Parks; and WHEREAS, the Certified Technology Park Agreements allow, by either amendment or ratification, for the addition of new parties to each Certified Technology Park Agreement upon creation of a multi-jurisdictional local development finance authority with either the City of Rochester Hills or the City of Southfield; and WHEREAS, the parties to this Cooperative Agreement desire to enter into this Cooperative Agreement to create a governing council to: better coordinate activities between the Certified Technology Parks, including without limitation marketing the two Certified Technology Parks as one SmartZone; foster collaboration between government, education and business; and utilize their cooperative efforts to more aggressively market and seek financial support for SmartZones and the development of technology oriented businesses in Oakland County; and WHEREAS, the MEDC agreed to participate in the activities of the governing council. NOW THEREFORE, in consideration of the mutual covenants herein contained, the Parties agree as follows: 1. Automation Alley SmartZone Governing Council. Automation Alley SmartZone will be a membership association with a governing council that will be known as the "Coordinating Council". The Parties will mutually agree upon bylaws that will entitle each Party to designate one member representative to the Coordinating Council, with each member representative having one vote (with the exception of the MEDC member representative who will serve as an ex-officio non- voting member) and establish, among other things, qualification for membership, the scheduling of meetings and the appointment of officers. (a) The Coordinating Council will have only the following duties in addition to establishing its own internal operating practices: (i) Designate representative(s) to serve on the Statewide SmartZone Council; (ii) Identify the advantages the Certified Technology Parks located in Oakland County offer to start and grow technology-oriented businesses; (iii) Foster collaboration and networks among and between the Members and other governmental, education and business entities; (iv) Establish criteria for approving utilization of the SmartZone service mark for areas within Oakland County that are not 2 otherwise allowed to be referred to as a SmartZone by the MEDC; (v) Promote, support, advise and enhance technology accelerators and/or incubators located in the Certified Technology Parks and elsewhere in the SmartZone; (vi) Promote and encourage development of a service provider network for tenants and residents of the Certified Technology Parks and elsewhere in the SmartZone ; (vii) Identify and coordinate collaborative applications for state and federal operating and capital assistance grants; (viii) Identify and coordinate applications for MEDC and State of Michigan SmartZone grants when such grants are available only to a SmartZone recognized by the State of Michigan and not otherwise available to individual Members ("SmartZone Grants"); (ix) Promote and encourage cooperation in carrying out any Automation Alley SmartZone Plan, as may be modified from time to time; (x) Coordinate the marketing activities and efforts of the two Certified Technology Parks when using the term "Automation Alley SmartZone." (b) The Coordinating Council will have no duties within either Certified Technology Park or duties other than those expressly provided in this Cooperative Agreement. The Coordinating Council may not take any action that could interfere with or restrict the marketing activities or efforts of either respective Certified Technology Park when using terms that recognize a municipality and/or university, such as by way of example and not limitation, the "Automation Alley SmartZone of Rochester Hills." Except as otherwise specifically provided for in this Cooperative Agreement, the Coordinating Council may not take any action by contract, pledge, acknowledgement, or otherwise, that would create any indebtedness or any other obligation on behalf of Automation Alley SmartZone or any Party to any third party, including without limitation the prohibition that the Coordinating Council may not enter into contracts for: employment; loans; security; partnership, joint venture, trust or any other enterprise whether for profit or not for profit; or a contractual obligation of any other kind, nature or description. 3 2. University Activities. This Cooperative Agreement does not and may not be construed to interfere with or restrict activities by Oakland University or Lawrence Technological University, or any other institution of higher education that may participate in a Certified Technology Park in any way, with respect to commercialization of intellectual property of said universities, development and operation of university supported business incubators or accelerators, or research centers, and the solicitation and receipt of grants and other funding that may be or become available to each university from any source other than SmartZone Grants. 3. Limitation on Use of Tax Increment Revenues. This Cooperative Agreement does not and may not be construed to create any obligation or requirement on the part of any Party to give, allocate or distribute all or any portion of said Party's Tax Increment Revenues, as defined by the Act, to any other Party. 4. License for Automation Alley Trademark. The Corporation, as owner of the trademark "Automation Alley", hereby grants a non-exclusive, limited license to all other Parties to use the trademark "Automation Alley", in accordance with the guidelines as established by the Corporation in regard to any area in which a Certified Technology Park is allowed to be designated under the Certified Technology Park Agreements. Nothing contained herein is intended to grant any right to sublicense the trademark. The Parties acknowledge that the Corporation retains full ownership of the trademark "Automation Alley" and all applications and resulting registrations for said mark in the United States. The license granted herein will continue as to those Parties who are parties to a Certified Technology Park Agreement that survives the termination of this Cooperative Agreement pursuant to Paragraph 5 of this Cooperative Agreement. 5. Term and Termination. This Operating Agreement will be in force from the effective date hereof and will remain in full force and effect thereafter until such time that either Certified Technology Park Agreement is terminated as provided by the terms and conditions contained therein, respectively, unless terminated earlier by the written agreement of the Parties. 6. Entire Agreement. This Cooperative Agreement sets forth the entire agreement between the Parties and supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the Parties in any way related to the subject matter hereof, except as expressly stated herein. 7. Severability of Provisions. If any provision of this Cooperative Agreement, or its application to any Party or circumstance, is invalid or unenforceable, the remainder of this Cooperative Agreement and the application of that provision to other Parties or circumstances will not be affected but will be enforced to the extent permitted by law. 4 8. Governing Law. This Cooperative Agreement is made and entered into in the State of Michigan and will in all respects be interpreted, enforced and governed under the laws of the State of Michigan without regard to the doctrines of conflict of laws. The language of all parts of this Cooperative Agreement will in all cases be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. 9. Captions. The captions, headings, and titles in this Cooperative Agreement are intended for the convenience of the reader and not intended to have any substantive meaning and not to be interpreted as part of this Cooperative Agreement. 10. Jurisdiction and Venue. In the event of any disputes between the Parties over the meaning, interpretation, or implementation of the terms, covenants, or conditions of this Cooperative Agreement, the matter under dispute, unless resolved between the Parties, will be submitted to the courts of the State of Michigan. 11. Amendment. The Cooperative Agreement may be amended or an alternative form of the Cooperative Agreement adopted only upon written agreement of the Parties. Notwithstanding the foregoing, any other municipality or local development finance authority, that by amendment or ratification becomes a party or a successor of a party to a multi-jurisdictional local development finance authority created by the City of Southfield or the City of Rochester Hills, may become a party to this Cooperative Agreement without amendment but by written acknowledgement that said other municipality or local development finance authority received and reviewed this Cooperative Agreement and agrees to be bound by all of the terms and conditions contained herein. 12. Independent Contractor. The Parties agree that at all times and for all purposes under the terms of this Cooperative Agreement each Party's relationship to any other Party will be that of an independent contractor. Each Party will be solely responsible for the acts of its own employees, agents, and servants. No liability, right, or benefit arising out of any employer/employee relationship, either expressed or implied, will arise or accrue to any Party as a result of this Cooperative Agreement. 13. Counterpart Signatures. This Cooperative Agreement may be signed in counterpart. The counterparts taken together will constitute a single agreement. 14. No Waiver. No waiver by a Party of any breach of obligations, agreements or covenants herein will be a waiver of any subsequent breach of any obligation, agreement or covenant, nor will any forbearance by a Party to seek a remedy for any breach by another Party to this Cooperative Agreement be a waiver of any rights or remedies with respect to such or any subsequent breach. No party waives governmental immunity or any other immunity that may be provided by law. 5 .. IN WITNESS WHEREOF, the Parties hereto have caused this Cooperative Agreement to be executed by their duly authorized representatives as of the day and year first above written. CITY OF ROCHESTER HILLS Address: 1000 Rochester Hills Drive Rochester Hills, Michigan 48309 BY: ITS: Mayor DATE: BY: ITS: City Clerk DATE: CITY OF SOUTHFIELD Address: 26000 Evergreen Road Southfield, Michigan 48076 BY: ITS: Mayor DATE: 6 COUNTY OF OAKLAND Address: 1200 North Telegraph Pontiac, Michigan 48341 BY: ITS: DATE: OAKLAND UNIVERSITY Address: 204 Wilson Hall Rochester, Michigan 48309-4401 BY: Gary D. Russi ITS: President DATE: LAWRENCE TECHNOLOGICAL INSTITUTE Address: 21000 West Ten Mile Road Southfield, MI 48075-1058 BY: ITS: DATE: 8 AUTOMATION ALLEY Address: 1200 North Telegraph Pontiac, Michigan 48341 BY: ITS: DATE: sl 9 CITY OF SOUTHFIELD COUNTY OF OAKLAND, STATE OF MICHIGAN RESOLUTION TO APPROVE AUTOMATION ALLEY SMARTZONE • COOPERATIVE AGREEMENT WHEREAS, WHEREAS, WHEREAS, the City of Southfield has petitioned and been granted designation as a SmartZoneTM by the State of Michigan, and; a portion of the SmartZoneTM was designated as a Certified Technology Park by Agreement between the City of Southfield and Michigan Economic Development Corporation (MEDC) on December 16, 2002; The City's of Southfield and Troy have formally established the Automation Alley Joint Local Development Finance Authority, on April 14, 2003 and May 5, 2003 respectively pursuant to P.A. 281 of 1986, as amended, and; WHEREAS, the MEDC, the City of Rochester Hills and the Local Development Finance Authority of the City of Rochester Hills have entered into a SmartZone Agreement establishing the Rochester Hills Certified Technology Park; WHEREAS, the Rochester Hills Certified Technology Park SmartZoneTM Agreement requires the adoption of a "Cooperative Agreement" between all SmartZoneTM Partners; WHEREAS, the Partners include the City of Southfield, City of Troy, City of Rochester Hills, Oakland County, Automation Alley, Lawrence Technological University and Oakland University; NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the Automation Alley SmartZoneTM Cooperative Agreement between the Automation Alley Joint Local Development Finance Authority, the Local Development Finance Authority of the City of Rochester Hills, Automation Alley, Oakland County, City of Southfield, City of Troy, City of Rochester Hills, Lawrence Technological University and Oakland University, on behalf of the City, and; BE IT FURTHER RESOLVED that City Council authorizes the Mayor and City Clerk to sign the Agreement on behalf of the City pending review and approval of the Legal Depaitment as to form. In Testimony Whereof, I have hereunto set my hand and affixed the eal of )Me County of Oakland at ,4 Pontiac, Michigan this 20th day of November, 2003. a r Resolution #03334 November 20, 2003 Moved by Palmer supported Coulter the resolution be adopted. Moved by McMillin to amend the resolution to add the following to paragraph (X) on page 3 of the Cooperative Agreement: "Such marketing efforts shall not be used to promote any elected official in print, radio or television." There being no support therefore, the amendment failed. Vote on resolution: AYES: Douglas, Gregory, Hatchett, Jamian, Knollenberg, KowaII, Law, Long, Middleton, Moffitt, Moss, Palmer, Patterson, Potter, Rogers, Scott, Suarez, Webster, Wilson, Zack, Bullard, Coleman, Coulter, Crawford. (24) NAYS: McMillin. (1) A sufficient majority having voted therefore, the resolution was adopted. 011•••• STATE OF MICHIGAN) COUNTY OF OAKLAND) I, G. William Caddell, 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 November 20, 2003 with the original record thereof now remaining in my office. G. William Caddell, County Clerk