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HomeMy WebLinkAboutResolutions - 2023.11.16 - 40699 AGENDA ITEM: Approval of the Memorandum of Understanding Between the County of Oakland and Charbone Corporation, USA DEPARTMENT: Economic Development - Planning and Local Business Development MEETING: Board of Commissioners DATE: Thursday, November 16, 2023 9:30 AM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2023-3532 _ 23-152 Motion to adopt the attached suggested resolution. ITEM CATEGORY SPONSORED BY Resolution Yolanda Smith Charles INTRODUCTION AND BACKGROUND Charbone is a company based in Montreal and they have determined Oakland County will be the location of their first hydrogen generation facility in the U.S. Currently, they are evaluating three sites located in Auburn Hills. This non-binding Memorandum of Understanding (MOU) calls for Oakland County to continue with our standard Economic Development services such as site identification assistance and assist with introductions to potential partners. Oakland County and the Detroit Regional Partnership have already made introductions to DTE, Michigan Office of Infrastructure, Stellantis, GM, and FEV. While there may be more introductions that can be assisted with in the future, the majority of these tasks have been fulfilled. No Oakland County funds will be used for this development. The long-term goal is to help grow the Oakland County hydrogen ecosystem as heavy trucks and buses move away from diesel fuel. A H2 generation and future fuel station will be a great benefit to Oakland County’s automotive sector and will highlight the facility for future business attraction opportunities. The MOU will be effective on approval of the BOC with an end date of November 16, 2024. POLICY ANALYSIS The purpose of this MOU is to define the principles and guidelines for the work to be done to lead to a final investment decision by Charbone. During the term of this MOU, the Parties will collaborate in good faith discussion, analysis and drafting of mutually acceptable terms and conditions for Charbone to establish its first U.S. facility in Oakland County, Michigan, and by engaging in the following: a) Identifying and clarifying the scope, tasks and the division of responsibilities of each of the parties. b) Share available, relevant data and information on potential project(s) between the parties. c) Identify potential existing uses and users, medium and heavy mobility, personal mobility, urban transit, port & marine projects, and similar processes using hydrogen. d) Locate and develop new project opportunities for use of hydrogen with local business, universities and other stakeholders. e) Analyze and cooperate in the determination of the best location for production facilities and future Hydrogen Refueling Stations (HRS). f) Work together with State, Federal, and municipal stakeholders in facilitating planning, zoning and permitting. g) Review financing and discuss investment opportunties required for a successful project. h) Assist with developing agreements for commercial activity, if applicable. It is understood and agreed between the Parties that Oakland County’s responsibilities under this MOU are limited to providing non-cash Economic Development assistance and support to Charbone such as real estate site searches, introductions to local municipalities, participation in public engagement and education about hydrogen generation and use and related activities. Oakland County is not responsible for any real estate, construction, operation or other costs associated with generation and/or fueling facilities. BUDGET AMENDMENT REQUIRED: No Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at 248.425.5572 or andrewsmb@oakgov.com, or the department contact persons listed for additional information. CONTACT Chris Olzem, Business Development Representative Senior ITEM REVIEW TRACKING Aaron Snover, Board of Commissioners Created/Initiated - 11/17/2023 David Woodward, Board of Commissioners Approved - 11/17/2023 David Coulter, Executive's Office Approved - 11/17/2023 Lisa Brown, Clerk/Register of Deeds Final Approval - 11/17/2023 AGENDA DEADLINE: 11/16/2023 9:30 AM ATTACHMENTS 1. MOU Charbone COMMITTEE TRACKING 2023-11-08 Economic Development & Infrastructure - Recommend to Board 2023-11-16 Full Board - Adopt Motioned by: Commissioner Yolanda Smith Charles Seconded by: Commissioner Philip Weipert Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Janet Jackson, William Miller III, Yolanda Smith Charles, Brendan Johnson, Ajay Raman (17) No: None (0) Abstain: None (0) Absent: Charles Cavell (1) Passed November 16, 2023 RESOLUTION #2023-3532 _ 23-152 Sponsored By: Yolanda Smith Charles Economic Development - Planning and Local Business Development - Approval of the Memorandum of Understanding Between the County of Oakland and Charbone Corporation, USA Chair and Members of the Board: WHEREAS Charbone Corporation US (Charbone), its affiliates, and subsidiaries are in the business of developing, constructing, owning, managing and operating a North American network of modular and scalable green hydrogen production facilities powered from the local electricity network with renewable energies as well as the sale and distribution of their green hydrogen into the local market they are operating from and Charbone wishes to implement its first US production facility to be located in Oakland County, Michigan, at a final location to be defined at a later date and acknowledged by the Parties; and WHEREAS Charbone wishes to participate with the State, the County, the municipalities, local authorities, future partners, and other local companies (hereby referred as “STAKEHOLDERS”) in the creation of a green hydrogen ecosystem (the “ECOSYSTEM”) in Oakland County, Michigan; and WHEREAS Detroit Regional Business Partnership (the “DRP”), the Oakland County Economic Development Department and the City of Auburn Hills, Michigan have been instrumental in Charbone’s decision to invest in a Michigan project located in the vicinity of metropolitan Detroit, Michigan by providing information, arranging site visits, meetings with local companies including the major automakers and similar assistance; and WHEREAS the DRP, the Oakland County Economic Development Department and the City of Auburn Hills anticipate continuing to lend support to Charbone in its effort to propose, develop, permit, construct and operate a green hydrogen production facility, by providing assistance to facilitate the implementation of the project in Oakland County, Michigan; and WHEREAS Oakland County has a strong Renewable Energy and Climate Change Program, and consistent with its strategic priorities desires to focus on environmental stewardship and anticipates hosting the first Charbone facility in the US and wishes to reduce its carbon footprint through reduced emission of Green House Gases from industrial uses, transportation, and other sources as well as explore other uses for hydrogen, and desires to participate in the creation of a green hydrogen Ecosystem in Oakland County, Michigan with the Stakeholders; and WHEREAS the Memorandum of Understanding (MOU) between the Parties will serve to establish a foundation for the creation of Stakeholder support for a regional hub comprised of several different projects using hydrogen which will provide Charbone with a site to locate its first facility and a potential customer base. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the Memorandum of Understanding with between Charbone Corporation US and Oakland County. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes the Chairperson of the Board to execute the required Memorandum of Understanding on behalf of Oakland County. BE IT FURTHER RESOLVED that no budget amendment is required at this time. Chair, the following Commissioners are sponsoring the foregoing Resolution: Yolanda Smith Charles. Date: November 17, 2023 David Woodward, Commissioner Date: November 17, 2023 David Coulter, Oakland County Executive Date: November 17, 2023 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2023-11-08 Economic Development & Infrastructure - Recommend to Board 2023-11-16 Full Board - Adopt Motioned by Commissioner Yolanda Smith Charles seconded by Commissioner Philip Weipert to adopt the attached Resolution: Approval of the Memorandum of Understanding Between the County of Oakland and Charbone Corporation, USA. Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Janet Jackson, William Miller III, Yolanda Smith Charles, Brendan Johnson, Ajay Raman (17) No: None (0) Abstain: None (0) Absent: Charles Cavell (1) Passed ATTACHMENTS 1. MOU Charbone 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 November 16, 2023, 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, November 16, 2023. Lisa Brown, Oakland County Clerk / Register of Deeds MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (the “MOU”) executed between the Parties, is made and entered into as of ___________, 2023, BETWEEN:CHARBONE CORPORATION USA (hereby referred to as “Charbone USA”) a Delaware company with its US office located at: 400 Kelby Street, 12th Floor, Fort Lee, New Jersey 07024, a fully owned subsidiary of CHARBONE HYDROGEN CORPORATION (hereby referred to as “Charbone”), a Canadian corporation listed on the TSX Venture Exchange (“TSXV”) under the ticker “CH”, with its Canadian headquarters located at: 1080-5005 Boul. Lapinière, Brossard, Québec J4Z 0N5 Canada Hereby represented by Mr. Dave Gagnon, CEO and Chairman of the Board, and Mr. Daniel Charette COO, duly authorized as they represented. AND:OAKLAND COUNTY, A Michigan Municipal and Constitutional Corporation, formed under the laws of the State of Michigan, USA, (the “County”) with offices located at 1200 North Telegraph Road; Pontiac, MI 48341 Hereby represented by: David Woodward, Chairman of the Board of Commissioners The parties are referred to singularly as “Party” and jointly as “Parties”. RECITALS WHEREAS Charbone, its affiliates, and subsidiaries are in the business of developing, constructing, owning, managing and operating a North American network of modular and scalable green hydrogen production facilities powered from the local electricity network with renewable energies as well as the sale and distribution of their green hydrogen into the local market they are operating from, and Charbone USA wishes to implement its first US production facility to be located in Oakland County, Michigan , at a final location to be defined at a later date and acknowledged by the Parties; WHEREAS Charbone wishes to participate with the State, the County, the municipalities, local authorities, future partners, and other local companies (hereby referred as “STAKEHOLDERS”) in the creation of a green hydrogen ecosystem (the “ECOSYSTEM”) in Oakland County, Michigan; WHEREAS Detroit Regional Business Partnership (the “DRP”), the Oakland County Economic Development Department and the City of Auburn Hills, Michigan have been instrumental in Charbone’s decision to invest in a Michigan project located in the vicinity of metropolitan Detroit, Michigan by providing information, arranging site visits, meetings with local companies including the major automakers and similar assistance; WHEREAS the DRP, the Oakland County Economic Development Department and the City of Auburn Hills anticipate continuing to lend support to Charbone in its effort to propose, develop, permit, construct and operate a green hydrogen production facility, by providing assistance to facilitate the implementation of the project in Oakland County, Michigan; WHEREAS Oakland County has a strong Renewable Energy and Climate Change Program, and consistent with its strategic priorities desires to focus on environmental stewardship and anticipates hosting the first Charbone facility in United States of America and wishes to reduce its carbon footprint through reduced emission of Green Houses Gases from industrial uses, transportation, and other sources as well as explore other uses for hydrogen, and desires to participate in the creation of a green hydrogen Ecosystem in Oakland County, Michigan with the Stakeholders; WHEREAS this MOU between the Parties will serve to establish a foundation for the creation of Stakeholder support for a regional hub comprised of several different projects using hydrogen which will provide Charbone with a site to locate its first facility and a potential customer base; NOW THEREFORE, in consideration of the mutual covenants herein set forth herein, the sufficiency and adequacy of which are acknowledged, the parties agree as follows: 1.ESSENCE OF THE MOU The Parties wish to explore potential discussions, business opportunities or partnerships for Charbone in Oakland County. The purpose of this MOU is to define the principles and guidelines for the work to be done to lead to a final investment decision by Charbone. During the term of this MOU, the Parties will collaborate in good faith discussion, analysis and drafting of mutually acceptable terms and conditions for Charbone to establish its first U.S. facility in Oakland County, Michigan, and by engaging in the following: a) Identifying and clarifying the scope, tasks and the division of responsibilities of each of the parties. b) Share available, relevant data and information on potential project(s) between the parties. c) Identify potential existing uses and users, medium and heavy mobility, personal mobility, urban transit, port & marine projects, and similar processes using hydrogen. d) Locate and develop new project opportunities for use of hydrogen with local business, universities and other stakeholders. e) Analyze and cooperate in the determination of the best location for production facilities and future Hydrogen Refueling Stations (HRS). f) Work together with State, Federal, and municipal stakeholders in facilitating planning, zoning and permitting. g) Review financing and discuss investment opportunties required for a successful project. h) Assist with developing agreements for commercial activity, if applicable. 2.LIMITATION OF OAKLAND COUNTY RESPONSIBILITIES It is understood and agreed between the Parties that Oakland County’s responsibilities under this MOU are limited to providing non-cash Economic Development assistance and support to Charbone such as real estate site searches, introductions to local municipalities, participation in public engagement and education about hydrogen generation and use and related activities. Oakland County is not responsible for any real estate, construction, operation or other costs associated with generation and/or fueling facilities. 3.FEES AND EXPENSES Each Party shall be solely responsible for and bear all of its own expenses including, without limitation, expenses of legal counsel, accountants and other advisors, incurred at any time in connection with pursuing or consummating the business arrangements contemplated herein. 4.ASSIGNMENT No Party may assign or transfer this MOU, without the other Party’s, written consent, provided that no such consent will be required in connection with a merger or reorganization of either Party. 5.CONFIDENTIALITY The Parties acknowledge that to the extent allowed by applicable law, all discussions and information shared with respect to, or in connection with, this MOU are strictly confidential and shall not be disclosed to any third Party without the agreement of both Parties. Notwithstanding the foregoing, Charbone acknowledges that Oakland County is a public body subject to transparency laws such as State and Federal Freedom Information Acts (FOIA) and is therefore required to diclose all information, documents and records which have been properly requested and are not exempt from disclosure under the terms of FOIA. Further, Oakland County is required to dislose other information pursuant to Court order or other judicial process. Charbone understands and agrees that Oakland County shall not be liable to Charbone or any of its employees, contractors, partners, agents or affiliates for disclosure of information by the County which is mandated by applicable law. In the event that CHARBONE is required by a stock exchange or other regulatory authority to make a public announcement regarding this MOU or the negotiations between Oakland County and CHARBONE, CHARBONE will, to the fullest extent practicable, consult with Oakland County as to the content and timing of such public announcement prior to such public announcement being made.Oakland County will have the opportunity to amend any of the contents of such announcement. Notwithstanding the above, either Party may issue any press release or other public announcement regarding this MOU, any documents relating thereto including the negotiation phase of the Agreement (s), provided that the Party intending to issue such press release or other public announcement shall first provide the other Party with a reasonable opportunity to review, comment and approve the contents of such press release or other public announcement, and such Party shall incorporate all reasonable comments made by the other Party to such press release or other public announcement prior to its release or issuance. Any approval of press release or announcement proposed by a Party in relation with this MOU shall not by unreasonably withheld by the other Party. 6.GOVERNING LAW This MOU shall be governed by and construed according to the laws of Michigan, without reference to its conflict of laws principles. 7.AMENDMENT This MOU may only be amended by mutual written consent of the Parties. 8. INDEMNITY Charbone shall indemnify, defend and hold the County harmless from all claims incurred by or asserted against the County by any person or entity which are alleged to have been caused directly or indirectly from the acts or omsissions of Charbone or its employees. The County shall not be liable for any consequential, incidental, direct, punitive, exemplary, liqiudated or special damages including, but not limited to, loss of profit, opportunity, use, revenue, data or goodwill, whether based in contract, tort, equity, strict liablility, under statute or any other theory of liability, regardless of whether such damages were foreseeable or contemplated and even if the County was advised or aware of the possibility of such damages. 9.TERM This MOU is effective as of ________202[ ] and will continue in full force until ______ 2024. Notwithstanding the foregoing, this MOU may be terminated by any one of the parties upon written notice to the others. This MOU may be extended by the Parties through an amendment to the MOU. 10. COMPLIANCE WITH LAWS Charbone shall comply with all federal, state and local laws, statutes, ordinances, regulations, executive orders and other requirements applicable to its activities under this MOU. 11.COMMUNICATION AND PUBLICITY Within 24 hours following the execution of this MOU between the County and Charbone, Charbone will issue a press release before the opening of the Canadian market in order to announce the conclusion of this MOU and to disclose its main terms and conditions. Notwithstanding the above, either Party may issue any press release or other public announcement regarding this MOU, any documents relating thereto including the negotiation phase of the Agreement, provided that the Party intending to issue such press release or other public announcement shall first provide the other Party with a reasonable opportunity to review, comment and approve the contents of such press release or other public announcement, and such Party shall incorporate all reasonable comments made by the other Party to such press release or other public announcement prior to its release or issuance. Any approval of press release or announcement proposed by a Party in relation with this MOU shall not by unreasonably withheld by the other Party. In the event that one of the Parties is required by a stock exchange or other regulatory authority to make a public announcement regarding this MOU consent will not be unreasonably withheld by the other Party. 12.ENTIRETY This MOU constitutes the entire agreement between the Parties with respect to the subject matter described herein and supersedes any other agreements or understandings with respect to such subject matter, whether written or oral, and there are no undertakings, representations, or warranties of any kind between the Parties except as expressly set forth herein. Nothing in this Agreement shall be construed as creating any joint venture, teaming arrangement, partnership, or other formal business organization or agency arrangement. [SIGNATURE PAGE FOLLOWS] FOR:FOR CHARBONE HYDROGEN CORPORATION: Signature:Signature: Name:Name:Dave Gagnon Title:Title:Chief Executive Officer and Chairperson of the Board Signature: Name:Daniel Charette Title:Chief Operating Officer FOR FOR: Signature:Signature: Name:Name: Title:Title: