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HomeMy WebLinkAboutResolutions - 2022.06.23 - 37441BOARD OF COMMISSIONERS June 23, 2022 MISCELLANEOUS RESOLUTION #22 243 Sponsored By: William Miller III Executive's Office - Interlocal Agreement with Oakland University for Partnership in Performing Research and Services Related to the Advancement of Sustainability throughout Oakland Count-y Chairperson and Members of the Board: WHERE, AS Oakland County is entering into a mutual partnership agreement with Oakland University to advance sustainability throughout Oakland County through resources and services; and WHEREAS these resources and services may result in inventions, improvements, and.!or discoveries and will further the University's instructional and research objectives in a manner consistent with its status as a non- profit, tax-exempt, educational institution; and WHEREAS the parties desire that this partnership may result in usable data, resources, community education resources, and planning documents to support the advancement of sustainability and other strategic priorities, and support for Oakland County communities; WHEREAS this formal partnership agreement be accepted and approved by the Board of Commissioners with a compensation amount not to exceed $ t00,000 to support Oakland University in these efforts; and WHEREAS the parties agree to develop adequate scope and services within the not to exceed amount to support the advancement of sustainability and other- strategic priorities throughout Oakland County: and RTIEREAS all project scopes must be in writing and mutually agreed upon by the parties and the following individuals. Deputy County Executive and Environmental Sustainability Officer, may approve and sign the project scope on behalf of Oakland County: and WHEREAS approved project scopes executed in writing by both parties shall be deemed an addendum to the partnership agreement, the terms of which are outlined in the formal partnership agreement; and WHEREAS Oakland County Corporate Counsel has reviewed and approved the partnership agreement between Oakland County and Oakland Universit},. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approve the formal partnership agreement with Oakland University for the advancement of sustainability and other strategic priorities to support Oakland County communities. BE IT FURTHER RESOLVED that the FY 2022 budget shall be amended as reflected in the attached Schedule A - Budget Amendment in the amount of S 100,000 to support Oakland University in providing - resources and services as determined through the scope and sen•ice agreements. BE IT FURTHER RESOLVED that the Board of Commissioners authorizes the attached agreement between Oakland Counnty and Oakland University, and authorizes the Board Chair to sign the agreement. Chairperson, the following Commissioners are sponsoring the foregoing Resolution: William ;Hiller III. 6z' " d Date: June 27, 2022 David Woodward, Commissioner Date: June 29, 2022 David Coulter, Oakland County Executive Date: June 30, 2022 Lisa Brown, County Clerk/ Register of Deeds COMMITTEE TRACKING 2022-06-15 Economic Development & Infrastructure - Recommend to Board 2022-06-23 Full Board VOTE TRACKING Motioned by Commissioner William Miller III seconded by Commissioner Charles Cavell to adopt the attached Interlocal Agreement: with Oakland University for Partnership in Performing Research and Services Related to the Advancement of Sustainability throughout Oakland County, Yes: David Woodward, Karen Joliat, Kristen Nelson, Gwen Markham, Angela Powell, Marcia Gershenson. William Miller III, Yolanda Smith Charles. Charles Cavell, Penury Luebs, Janet Jackson, Gary McGillivray, Adam Koelnenderfer (13 ) No: Michael Gingell, Eileen Kowall. Christine Long, Philip Weipert, Thomas Kuhn, Chuck Moss, Robert Hoffman (7) Abstain: None (0) Absent: (0) Passed ATTACHMENTS 1. OU Partnership Sustainability Schedule A 2. 05.09 22 Clean RR - Draft OU Partnership Agreement STATE OF 1MIC'HIGAN) 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 June 23, 2022, 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 Circuit Court at Pontiac, Michigan on Thursday, Jame 23, 2022, d Lisa Bro)m, Ooklond Comifi Clerk 'Register ofbeeds Oakland COunt) _ - Oakland CouNY. Mich[9an dra pdvaru¢men [ of SustamatldrH tllfnu9nunf to FY 2029 —_- Research Sevices Related FY 2023 Fy 2022 Amendmen[ m,grth OU for Part+fe5h1Y in Perfomdn9 Accm+nt TNe endment Amendment Am $ _ $ 100,000 9 County Eaecuu"a lmsdowl A9reo Schedule"A"OVTAlt B`dN P Pro ect Anal sisl AActly Ptannetl Use o!R alarm 1 $ `I I Fund A5Tiliatel Reference Uort 7olal S 100000 < - $ �j IPro mtt Account%` RPnlen Pmfessionaf Services F�pendRu2s $ 10000U $ pfvnri Fund# PRG19603 0 RG665SS^ Totai piviswn Nam¢ CCN9010101 FND10100 RfE Fund Name Funtl Non pePaotment RRG133A10 S0731458 g Gener¢t FNOtOtOU GCN1010101 County E"Wk". E Genef�Funtl PARTNERSHIP AGREEMENT BETWEEN Oakland University and Oakland County This Partnership Agreement ("Partnership Agreement" or "Agreement") is made by and between Oakland County, MI, ("Collaborator"), a Michigan Municipal and Constitutional Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341, and Oakland University ("University"), a Michigan institution of higher education located in Rochester, Michigan. Recitals WHEREAS, the Parties desire that the University perform research and services related to the mission that is of mutual interest and benefit to both COLLABORATOR and the University, in that the research and services may result in inventions, improvements, and/or discoveries and will further the University's instructional and research objectives in a manner consistent with its status as a non-profit, tax-exempt, educational institution. The Parties desire that this partnership may also result in usable data, resources, community education resources, and planning documents to support the Collaborator's advancement of sustainability and other strategic priorities, and support for Oakland County communities. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the Parties agree as follows: Partnership Aareement Article 1 - Definitions As used herein, the following terms will mean: 1.1 "Contract Period" means the Period of Performance described in Attachment A. 1.2 "Confidential Information" means any confidential or proprietary information of a Party related solely to the Project, including any information related to any compound, research project, work in process, future development, scientific, engineering, manufacturing, marketing, business plan, financial or personnel matter relating to such Party, its present or future research, products, services, sales, suppliers, customers, employees, investors, or business, whether in oral, written, graphic or electronic form. Notwithstanding the foregoing, Confidential Information does not include any information that the receiving Party can prove by competent written evidence: (a) is now, or hereafter becomes generally known or available through no unlawful act or failure to act on the part of the receiving Party; (b) is known by the receiving Party at the time of receiving such information as evidenced by the receiving Party's records; (c) is hereafter furnished to the receiving Party by a third party as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving Party as evidenced by the receiving Party's records, without knowledge, aid, application or use of the Confidential Information of the disclosing Party; (e) is the subject of a written permission to disclose provided by the disclosing Party; or (f) does not employ or involve technology described in the Project. Notwithstanding anything to the contrary, Confidential Information does not include any information or records that are required to be disclosed under the Michigan Freedom of Information Act, 1976 PA 442 as amended (the "FOIA") OLA 2/19/14 1.3 "Effective Date" means the later date upon which an authorized representative executes this Partnership Agreement on behalf of a Party. 1.4 "Extended Term" means based on review of the previous Contract Period's results, the scope of work and contract terms including project cost, the contract may be modified and extended annually. 1.5 "Joint Intellectual Property" means individually and collectively, all inventions, improvements and/or discoveries whether or not patentable or copyrightable, that were conceived and/or made by the Parties jointly and as a sole and direct result of performing the Project, whether or not utilized or otherwise incorporated into the Project. 1.6 "COLLABORATOR" means Oakland County, MI , and its directors, officers, members, employees, agents, representatives, affiliates, subcontractors, designees, successors and assigns. 1.7 "COLLABORATOR Intellectual Property" means, individually and collectively, all COLLABORATOR inventions, improvements and/or discoveries whether or not patentable or copyrightable, that were conceived and/or made by COLLABORATOR and/or its employees before commencement of the Project or conceived and/or made by COLLABORATOR while the Project was pending but independent of the Project, whether or not utilized or otherwise incorporated into the Project. COLLABORATOR Intellectual Property does not include Joint Intellectual Property. 1.8 Joint Intellectual Property" means individually and collectively, all inventions, improvements and/or discoveries whether or not patentable or copyrightable, that were conceived and/or made by the Parties jointly and as a sole and direct result of performing the Project, whether or not utilized or otherwise incorporated into the Project. 1.9 "Materials and Eauipment" means all materials, supplies and/or equipment reasonably required by the University to perform the Project. 1.10 "Party" or "Parties" means COLLABORATOR and the University individually and collectively, and their respective Principal Investigators, trustees, directors, officers, members, employees, faculty, students, fellows, graduate assistants, postdoctoral associates, agents, volunteers, subcontractors, representatives, designees, successors and assigns. 1.11 "Principal Investiaator" means the principal investigator identified in a Project Scope (as defined below) and/or his/her successors. 1.12 "Project" means each and every element of the research and work performed in the University's efforts to achieve the objectives identified in Exhibit A, which is incorporated herein by this reference. 1.13 "Partnership Agreement" means this Partnership Agreement and/or Statement of Work for the Project included in Attachment A. 1.14 "University" means Oakland University and its Principal Investigator(s), trustees, officers, employees, faculty, students, fellows, graduate assistants, postdoctoral associates, agents, volunteers, subcontractors, representatives, designees, successors and assigns. 1.15 Reserved. 1.16 "University Intellectual Property" means, individually and collectively, all University inventions, improvements and/or discoveries whether or not patentable or copyrightable, that were conceived and/or made by the University and/or its employees or students before commencement of the Project and/or made by the University and/or its employees or students while the Project was pending but independent of the Project, whether or not utilized or otherwise incorporated into the Project. University Intellectual Property does not include Joint Intellectual Property. Article 2 - Research 2.1 The University will commence performance of the Project promptly after the full execution of this Partnership Agreement, and will use reasonable efforts to perform the Project substantially and materially in accordance with the terms and conditions of this Partnership Agreement. Notwithstanding anything contained herein to the contrary, the Parties may at any time amend the scope of the Project by mutual written agreement. 2.2 In the event the Principal Investigator becomes unable or unwilling to continue the Project, and a mutually acceptable substitute is not available, either Party may terminate this Partnership Agreement upon written notice to the other Party. 2.3 During the performance of the Project, a Party may have the opportunity to utilize the property of the other Party. All use of such property or equipment must be under the guidance and supervision of the Party owning the property or equipment or their designee. Any damage to the property of ,a Party caused by the other Party, whether or not supervised by the Principal Investigator or her designee, will be repaired or replaced by the Party causing the damage at its sole cost and expense, in a timely manner and to the satisfaction of the other Party. In the alternative, the Party whose property was damaged can repair or replace any such damage to their property and the Party that caused the damage will upon demand reimburse the other Party for the actual cost thereof. Article 3 - Reports and Conferences , 3.1 The University will provide COLLABORATOR with Project status reports on dates and times to be mutually agreed upon by the Parties and outlined in Attachment A. The University will provide COLLABORATOR with a final Project report within thirty (30) calendar days after the earlier of the: (a) completion of the Project; (b) conclusion of the Contract Period or, if elected pursuant to Article 9, the Extended Term; or (c) termination of this Partnership Agreement pursuant to Article 9. 3.2 During the Contract Period and if applicable the Extended Term, the Principal Investigator will meet with COLLABORATOR at times and places to be mutually agreed upon to discuss the progress, ongoing plans, changes to, and results of, the Project and outlined in Attachment A. Article 4 — Pavments and Support 4.1 COLLABORATOR agrees to pay University the amount, and on the payment dates, documented in Exhibit A or a Project Scope (as described in Exhibit A).. 4.2 Payments for Extended Term will be negotiated at the time of execution of Extended Term agreement. 4.3 The ownership and disposition of materials and/or equipment purchased for the performance of this Partnership Agreement will be specified in each Project Scope). 4.4 Notwithstanding anything contained herein to the contrary, in the event of early termination of this Partnership Agreement by COLLABORATOR pursuant to Article 2, Section 2.2 or Article 9, Section 9.4, COLLABORATOR will pay all costs as described in a Project Scope and accrued by the University up to the date of termination. 4.5 Except as provided in Article 4, Section 4.3, the University will not invoice for any payments or support to be made by COLLABORATOR to the University pursuant to this Article 4. Article 5 - Publicitv 5.1 Neither Party will use the name, logo, trade or service mark of the other Party in any publicity, advertising, news release or other media without the other Party's prior written or email approval. Article 6 - Confidentialitv 6.1 Confidentialitv. During the Contract Period and if applicable the Extended Term, and for a period of five (5) years after the latter thereof, each Party will maintain in strict confidence all Confidential Information disclosed by the other Party. Neither Party will use, disclose nor grant use of such Confidential Information except as expressly authorized by this Partnership Agreement. To the extent that disclosure is authorized by this Partnership Agreement, the disclosing Party will obtain prior agreement from its employees or agents to whom disclosure is to be made to hold in confidence and not make use of such information for any purpose other than those permitted by this Partnership Agreement. Each Party will use at least the same standard of care as such Party uses to protect such Party's own Confidential Information to ensure that such employees or agents do not disclose or make any unauthorized use of such Confidential Information. Each Party will promptly notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information. 6.2 Authorized Disclosure. Each party will have the right to disclose the Confidential Information to the extent such disclosure is reasonably necessary to protect intellectual property, prosecuting or defending litigation, or complying with applicable laws, statutes, rules, governmental orders and ,regulations; provided however, that if such Party is required to make any such disclosure of Confidential Information, such party will to the extent practicable give reasonable advance written notice to the other Party and, except to the extent inappropriate in the case of protecting intellectual property. Article 7 - Publications 7.1 The University, as a Michigan public institution of higher education, engages only in research that is compatible and beneficial to, and consistent with, its academic role and mission. Therefore, results of research activities must be reasonably available for publication. COLLABORATOR agrees that the University including without limitation University students and postdoctoral associates working on the Project, may publish the methods and results of the Project in journals, theses or dissertations, and present at symposia, national or regional professional meetings, or otherwise, at its discretion; provided however, that the University and/or the University students and/or postdoctoral associates working on the Project will furnish COLLABORATOR with copies of all proposed publications and presentations at least thirty (30) calendar days before submission of such proposed publications and presentations. COLLABORATOR will then have thirty (30) calendar days after receipt of said copies, to object to such proposed publications or presentations in whole or in part, in writing, because said copies contain patentable subject matter. The University will refrain from submitting such publications or making such presentations for a maximum of thirty (30) calendar days from the date of receipt of COLLABORATOR's written objection to permit COLLABORATOR, or the Parties jointly, the opportunity to file patent application(s) with the United States Patent and Trademark Office and/or foreign patent office(s) directed to the patentable subject matter contained in the proposed publications or presentations. Article 8 - Intellectual Property 8.1 Except as otherwise provided in a Project Scope, all rights, title and interests to COLLABORATOR Intellectual Property belong to COLLABORATOR, and COLLABORATOR is free to file or continue patent application(s) with the United States Patent and Trademark Office and/or foreign patent office(s) at COLLABORATOR's sole cost and expense. COLLABORATOR hereby grants the University a non-exclusive, revocable and royalty free license, without the right to sublicense, to use COLLABORATOR Intellectual Property that is reasonably necessary and solely for the performance of this Partnership Agreement and/or any Project Scope. 8.2 Except as otherwise provided in a Project Scope, all rights, title and interests to University Intellectual Property belong to the University (or its employees or students if applicable), and the University (or its employees or students if applicable) are free to file or continue patent application(s) with the United States Patent and Trademark Office and/or foreign patent office(s) at the University's sole cost and expense. The University hereby grants COLLABORATOR a non-exclusive, revocable and royalty free license, without the right to sublicense, to use University Intellectual Property that is reasonably necessary and solely for the performance of this Partnership Agreement and/or any Project Scope, 8.3 Except as otherwise provided in a Project Scope, all Joint Intellectual Property will be the joint property of, and the entire right, title and interest is hereby assigned jointly to, the University and COLLABORATOR, and each party may enjoy all rights and privileges accorded ownership of such joint property without accounting to the other. 8.4 Each of the parties shall promptly and fully disclose to the other party all Joint Intellectual Property and shall identify and maintain'records of Joint Intellectual Property, and a copy of all such records shall be promptly provided to the other Party. Such records shall be considered Confidential Information and subject to Article 6 of this Agreement 8.5 The parties agree not to file any patent, trademark, or copyright applications relating to Joint Intellectual Property without the other Party's prior written consent. Parties agree to meet prior to the filing of any joint patent to discuss assignment, prosecution and cost - sharing of said Joint Intellectual Property. Article 9 — Term. Dispute Resolution and Termination 9.1 This Partnership Agreement will be in effect from the Effective Date and throughout the Contract Period unless terminated earlier pursuant to the provisions of this Article. The Parties will meet on or before 30 days prior to the end of the Contract Period to determine if the Partnership Agreement will be continued for the Extended Term. Notwithstanding anything contained herein to the contrary, the Parties may in writing extend the terms of this Partnership Agreement for additional or different periods pursuant to mutually acceptable terms and conditions. 9.2 Either Party may terminate this Partnership Agreement without cause upon forty-five (45) calendar days prior written notice to the other Party. 9.3 If a dispute arises between the Parties relating to the interpretation or performance of this Partnership Agreement or the grounds for termination thereof, and the Parties cannot resolve the dispute within ten (10) calendar days of a written request by either Party to the other Party, the Parties agree to hold a meeting, attended by individuals with decision -making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing termination or other available remedies, legal or otherwise. 9.4 A Party may terminate this Partnership Agreement prior to the expiration of the Contract Period or if applicable the Extended Term, upon or after a material breach of any provision of this Partnership Agreement by the other Party if the breaching Party has not cured such material breach within thirty (30) calendar days after written notice thereof by the non -breaching Party. 9.5 Termination of this Partnership Agreement by either Party for any reason will not affect the rights and obligations of the Parties that accrued prior to the effective date of termination. No termination of this Partnership Agreement, however effectuated, will affect the Parties' rights, duties and obligations. pursuant to Articles and Sections 4, 6, 7, 8, 10.6, 10.9, and 10.10. ' Article 10 — Representations. Warranties and Covenants 10.1 Corporate Power. Each Party represents and warrants to the other Party that it is duly organized, validly existing and in good standing under the laws of the State of Michigan and has full corporate or other power and authority to enter into this Partnership Agreement and to carry out the provisions hereof. 10.2 Due Authorizations. Each Party represents and warrants to the other Party that such Party is duly authorized to execute and deliver this Partnership Agreement and to perform such Party's obligations hereunder. 10.3 Binding Agreement. Each Party, represents and warrants to the other Party that this Partnership Agreement is a legal and valid obligation binding upon such Party and is enforceable in accordance with its terms. The execution, delivery and performance of this Partnership Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. 10.5 DISCLAIMER OF WARRANTIES. EXCEPT AS PROVIDED IN THIS PARTNERSHIP AGREEMENT, INCLUDING ALL ATTACHMENTS, EXHIBITS, AND AMENDMENTS THEREOF, THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTIES TO COLLABORATOR OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES TO COLLABORATOR THAT ANY PRODUCT OR SERVICES MADE, USED, SOLD OR OTHERWISE DISPOSED OF RESULTING FROM THE PROJECT IS OR WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER PROPRIETARY RIGHTS OF THIRD PARTIES. 10.6 Liability. (a) Responsibility for Claims. To the extent permitted by Michigan law, each Party shall be responsible for any claims, demands, suits, damages, judgments, liabilities, losses and expenses, including without limitation, personal or bodily injury to or death of any person, defamation, infringement of copyright, trademark, patent or other intellectual property, and attorneys' fees and expenses of litigation (collectively "Claim(s)"), made against that Party by a third party, for its acts and/or the acts of its employees arising under or related to this Partnership Agreement. Except as provided in this Partnership Agreement, in any Claim that may arise from the performance of this Partnership Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. (b) No Indemnification. Neither Party shall have any right under this Partnership Agreement or under any other legal principle to be indemnified by the other Party or any of its agents in connection with any Claim. (c) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND/OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 10.7 Assianment. Except as expressly provided hereunder, neither this Partnership Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, any such assignment will not relieve a Party of its responsibilities for performance of its obligations under this Partnership Agreement. The rights and obligations of the Parties under this Partnership Agreement are binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Any assignment not in accordance with this Partnership Agreement will be null and void ab initio. 10.8 Beneficiaries. This Partnership Agreement is for the sole and exclusive benefit of the Parties and neither Party intends to create a benefit in favor of any third party. 10.9 Non -Reliance. Collaborator acknowledges that the University has not made any representations, warranties, assurances or guarantees, of any kind, nature or description, express or implied, that this Partnership Agreement or the Project will succeed or provide a particular result, produce any specific data, product or other result, or result in or cause Collaborator or Collaborator's business'enterprise(s) to succeed or achieve any specific objectives. Collaborator is capable of assuming, and does assume all risks concerning the results related to this Partnership Agreement and the Project. 10.10 Reserved. 10.11 Force Maieure. Neither Party will be liable or responsible to the other Party nor be deemed to have materially breached this Partnership Agreement for failure or delay in fulfilling or performing any term of this Partnership Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party, including, without limitation, fire, floods, earthquakes, natural disasters, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, other acts of God or acts, omissions or delays in acting by any governmental authority or the other Party. 10.12 Governina Law. Michigan law, including without limitation the Michigan Persons with Disabilities Civil Rights Act, the Michigan Elliott -Larsen Civil Rights Act, the Michigan Governmental Tort Liability Act ("Act"), and the Michigan Uniform Commercial Code, all as may be amended from time to time, including the provision that illegal discrimination by a Party may be considered a material'breach of the Partnership Agreement, will govern the validity, construction and performance of the Partnership Agreement. Michigan will be the forum for any legal or equitable proceedings in connection with the Contract Document and the Parties hereby submit to in personam jurisdiction in Michigan, waive any objection they may now or hereafter have to venue in Michigan or that any legal or equitable proceeding was brought in an inconvenient court, and agree to service of process as permitted by Michigan law. Notwithstanding anything contained in the Partnership Agreement to the contrary, whether express or implied, no provision of Partnership Agreement waives either Party's rights under the Act or effectively creates any direct or indirect liability for a Party otherwise prohibited by the Act. 10.13 Waiver. The waiver from time to time by either Party of any right or failure to exercise any remedy will not operate or be construed as a continuing waiver of the same right or remedy or of any other of such Party's rights or remedies provided under this Partnership Agreement. 10,14 Severabilitv. In case any provision of this Partnership Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 10.15 Independent Contractors. The Parties are each an independent contractor and the relationship between the Parties does not constitute a partnership, joint venture or agency of any kind. Neither Party has the authority to make any statements, representations or commitments of any kind, or to take any action that will be binding on the other Party, without the prior written consent of the other Party. To the extent permitted by Michigan law, each Party will be solely responsible for the acts of its own employees, agents, and servants during the term of this Agreement. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Agreement. 10.16 Compliance with Law. Each Party will be separately responsible for compliance with all federal, state, local and/or municipal ordinances, regulations and laws, including nondiscrimination laws. This section includes the applicable sections of the Michigan Persons With Disabilities Civil Rights Act and the Michigan Elliott -Larsen Civil Rights Act, and in particular, the provision that illegal discrimination by either Party may be considered a material breach of this Partnership Agreement. 10.17 Export Control. The Parties each represent and warrant that none of their Confidential Information or Intellectual Property is export -controlled information as defined by United States laws and regulations controlling the export of certain: (a) dual use commodities, technology, software and information; and (b) defense item technology, software and information found on the United States Munitions List; including without limitation all Export Administration Regulations of the United States Department of Commerce and International Traffic in Arms Regulations of the United States Department of State. 10.18 Notices. All notices and other communications provided for hereunder must be in writing and must be mailed by first-class, registered or certified mail, postage paid, or delivered personally, by overnight delivery service, by facsimile, or by electronic transmission with confirmation of receipt, addressed as follows: If to the Collaborator: Environmental Sustainability Officer 2100 Pontiac Lake Rd. Building 41W Waterford, MI 48328 With a copy to: Oakland County Corporation Counsel 1200 N Telegraph Road, Bld. 14 East Pontiac, MI, 48341 If to the Universitv: Office of Sponsored Programs 371 Wilson Blvd. Rochester, MI 48309 gcsradmin@oakland.edu With a copy to: General Counsel 203 Wilson Hall Rochester, MI 48309 Either Party may, by like notice, specify or change an address to which notices and communications must thereafter be sent. 10.19 Entire Aareement: Amendment. This Partnership Agreement including the Recitals and exhibits attached hereto sets forth all of the agreements and understandings between the Parties with respect to the Project, and supersedes and terminates all contemporaneous and prior agreements and understandings between the Parties with respect to the Project. There are no agreements or understandings with respect to the Project, either oral or written, between the Parties other than as set forth herein. Except as expressly set forth in this Partnership Agreement, no subsequent amendment, modification or addition to this Partnership Agreement will be binding upon the Parties unless reduced to writing and signed by the respective authorized officers of each Party. 10.20 Headings. The captions contained in this Partnership Agreement are not a part of this Partnership Agreement, but are merely guides or labels to assist in locating and reading the several Articles hereof. 10.21 Counterparts. This Partnership Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 10.22 Authorization and Completion of Agreement. 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, the Parties have executed this Partnership Agreement as of the dates set forth below. OAKLAND UNIVERSITY Oakland County, MI Name Title David T. Woodward Oakland County, Board Chairman Date: Date: Attachment A — Statement of Work Backaround The concurrent development of Oakland University and Oakland County's sustainability efforts provide an opportunity to share resources, expertise and best practices. In the spirit of collaboration and working for the common good, the Parties wish to identify and collaborate on specific ways for Oakland University and Oakland County to form a mutually beneficial partnership to develop practical and achievable sustainability goals that lead to a higher quality of life, economic development, greater opportunities for Oakland County residents and an overall enhancement of natural resources. The duties and obligations of the Parties for Project(s) will be provided in one or more mutually agreed upon written project scopes (the "Project Scope(s)"). Oakland University understands and agrees that the services and goods that Oakland County may pay Oakland University for shall exceed and be in addition to the services and goods that Oakland University currently or normally performs. Personnel Oakland University will make available faculty, students and staff with a range of expertise in the following areas: 1.) Public education campaign to 'raise awareness of sustainability issues and the relationships among sustainability policies and the improvement of the quality water, air and natural resources; workforce and economic development; improved reputation for Oakland County in general, and municipalities, townships and villages, specifically. 2.) Research that supports current and proposed sustainability practices and policies. The scope, purpose and resources related, to research will be directed and approved by Oakland County's Environmental Sustainability Officer in collaboration with David Stone, Vice President, Research, Oakland University. 3.) Environmental sustainability assessments and recommendations as it relates to facilities, utilities operations and energy, recycling, waste minimization, and biodiversity conservation and strategic management. 4.) Transportation sustainability as it relates to public transportation, commuting, alternative modes (of transportation), and safety. The Oakland University Transportation Sustainability Committee includes: Trevor Brydon, Planner, Southeast Michigan Council of Governments; Doug Carr, Associate Professor of Political Science, Oakland University; KaC Cheok, Professor of Engineering, Oakland University; Murryum Faroogi, Student, Oakland University; Bailee Gierman, Student, Oakland University; Holly Shreve Gilbert, Adjunct Instructor of Journalism & Public Relations, Oakland University; Annaka Norris, Senior Planner, Oakland County; Linette Phillips, Director of Economic Development, City of Pontiac; Tameka Ramsey, Member, Oakland County Public Transportation Authority; Brandon Skopek, Assistant City Manager, City of Auburn Hills; Kristen Wiltfang, Trails, Transportation & Environment Administrator, Oakland County; and, Dave Ziehm, Mechanic, Oakland University. Period of Performance (Contract Period): June 1, 2022 — December 31, 2024 Place of Performance Range of natural, urban, and rural environments throughout Oakland County or as described in a Project Scope. Proiect Sco De(S) The Parties will perform and provide all duties and obligations as described in one or more Project Scope(s). All Project Scopes must be in writing and mutually agreed upon by the Parties. A Collaborator Deputy County Executive and Collaborator's Environmental Sustainability Officer may approve and sign Project Scopes on behalf of Collaborator. University's Athletics Director, the Dean of the School of Engineering and Computer Science and/or Vice President for Research may approve and sign Project Scopes on behalf of University. A Project Scope executed in writing by both Parties shall be deemed an addendum to this Agreement, the terms of which are incorporated in this Agreement, and shall not require an executed amendment to this Agreement. Not To Exceed Amount The Not To Exceed Amount for this Partnership, Agreement is One Hundred Thousand Dollars ($100,000). The "Not to Exceed Amount" is not Collaborator's financial obligation under this Partnership Agreement, but the maximum amount that can be paid to University by Collaborator during the term of this Partnership Agreement. Pavment Terms The amount and manner of payment of financial obligations shall be set forth in a Project Scope. Except as otherwise set forth in a Project Scope, University shall submit an invoice to the Collaborator itemizing amounts due and owing under this Partnership Agreement, as of the date of the invoice, within sixty (60) days of University's performance of the goods or services listed in the invoice. Invoices shall contain, at a minimum, the following information: (a) Name of Partnership Agreement; (b) dates that goods and/or services were performed or provided; (c) itemized list of goods/services; and (d) University Tax ID Number (federal and State). Unless otherwise set forth in a Project Scope, the Collaborator will pay undisputed invoices, which comply with this section, within sixty (60) days after receiving the invoice. Unless otherwise set forth in a Project Scope, the County shall only pay University under this Partnership Agreement and not any subcontractors or assignees of University. Access and Records. University will maintain accurate books and records in connection with performance of this Agreement for six (6) years after the end of this Agreement. University shall provide the Collaborator with reasonable access to such books and records, upon request.