Local Development Finance Authority

CITY OF STERLING HEIGHTS Regular Meeting of the LOCAL DEVELOPMENT FINANCE AUTHORITY CITY OF STERLING HEIGHTS 40555 UTICA ROAD 586-884-9322 CITY COUNCIL CHAMBERS July 18, 2012 5:30 PM MEETING CALLED TO ORDER PLEDGE OF ALLEGIANCE ROLL CALL APPROVAL OF AGENDA APPROVAL OF MINUTES OF February 15, 2012 NEW BUSINESS 1. To approve the Standard Lease Agreement between Kosch Catering. and the Local Development Finance Authority (LDFA) 2. To approve the Standard Lease Agreement between MangoTree Capital, LLC and the Local Development Finance Authority (LDFA) 3. To approve the final payment to T.H. Marsh Construction, 32121 Woodward Avenue, Suite 300, Royal Oak, Mi 48073 in the amount of $61,609.00. 4. To acknowledge receipt of the Macomb-OU Incubator Bi-annual report June 2012- presentation Kasey Green OLD BUSINESS BOARD MEMBERS REPORT PUBLIC COMMENT ADJOURNMENT  CITY OF STERLING HEIGHTS LOCAL DEVELOPMENT FINANCE AUTHORITY MINUTES OF THE REGULAR MEETING February 15, 2012– 5:30 a.m. 40555 Utica Road, Sterling Heights, MI 48313 586-446-2489 City Council Chambers Victor Martin called the meeting to order at 5:30 p.m. Pledge of Allegiance Members present at roll call: David Corba, Lori Doughty, John Lamerato, John Lettang, Victor Martin, David Wilson, Orest Zachary, Members absent: Stephan Cassin (excused), Richard Kincaid (excused) Casey Sobczak (excused) Also in attendance: Denice A. Gerstenberg, Business Development Manager, Kasey Green, Economic Development Manager, Martha Theis and Steve Bancroft, American Hydrogen Injection Co. Motion to Approve the Agenda Moved by Wilson, supported by Lamerato, to approve the agenda as presented. Ayes: All Nays: None Motion carried. Motion to Approve the Minutes of Regular Meeting September 21, 2011 Moved by Lamerato, supported by Zachary, to approve the Minutes as presented. Ayes: All Nays: None Motion carried. New Business Mr. Martin suggested that the standard lease agreement be amended to allow all assist dogs. Ms. Gerstenberg stated she would have the City Attorney review. Mr. Martin questioned if there would be hydrogen materials on site. Ms. Theis responded that there would not be any materials onsite, and that they are utilizing this as office space only. Mr. Corba commended Ms. Theis on her mission to hire veterans. Motion to approve the standard lease agreement between American Hydrogen Injection Distribution Company LLC. And the Local Development Finance Authority (LDFA) Moved by Wilson, supported by Lamerato to approve the motion Ayes: All Nays: None Motion carried. Mr. Martin opened the Election of Officers: Mr. Martin was nominated for Chairman Mr. Lamerato was nominated for Vice-Chairman Mr. Wilson was nominated for Treasurer Mr. Lettang was nominated for Secretary Appointment of Jennifer Varney as Deputy Treasurer Appointment of Teresa Jarzab as Deputy Secretary Motion to approve the officers as presented Moved by Corba, supported by Doughty to approve the motion Ayes: All Nays: None Motion carried. Old Business None Board Members Report None Public Comment Mr. Corba questioned the outlook in the future to fill Velocity. Ms. Gerstenberg responded that Ms. Gustafson the OU Incubator Director is working on the tenant recruitments. Mr. Martin questioned the amount of space filled. Ms. Gerstenberg estimated that we are 30% filled. Mr. Zachary questioned who was the contact for leasing at Velocity. Ms. Gerstenberg responded that OU is the initial point of contact. Mr. Martin questioned if there were fees paid to OU for services. Ms. Gerstenberg replied that yes, depending on what services are agreed upon then OU would sign a service agreement with the client. Mr. Lettang questioned if we have a standard lease. Ms. Gerstenberg stated, that yes this is the standard lease that was approved by the LDFA last year. Mr. Corba questioned if the rates were standard. Ms. Gerstenberg stated that the lease rates vary depending on the size of the spaces. Adjournment Moved by Lettang supported by Zachary to adjourn. Ayes: All Nays: None Motion carried. The meeting adjourned at 5:45 a.m. TJ Minutes Approved 6/20/12 John Lettang Secretary  LDFA Business Sterling Heights, Michigan 7/18/2012 AGENDA STATEMENT OMB AS03 Rev. 11/04 Item Title: To approve the Standard Lease Agreement between Kosch Catering Inc. and the Local Development Finance Authority (LDFA) Submitted By: Denice A. Gerstenberg, Business Development Manager, 884-9323 Executive Summary Attached for LDFA review is a May 1, 2012 – November 1, 2012 lease agreement between Kosch Catering Inc. and the LDFA. Current tenant Kosch Catering has determined that they require additional space to run their operations at Velocity. Kosch Catering Inc. has signed the standard lease agreement for space #2-A in section 2 of the building containing approximately 830.5 square feet of space. Suggested Action: MOVED BY: SECONDED BY: RESOLVED, to approve the Standard Lease Agreement between Kosch Catering and the Local Development Finance Authority (LDFA).  LDFA Business Sterling Heights, Michigan 7/18/12 AGENDA STATEMENT OMB AS03 Rev. 11/04 Item Title: To approve the Standard Lease Agreement between MangoTree Capital, LLC and the Local Development Finance Authority (LDFA) Submitted By: Denice A. Gerstenberg, Business Development Manager, 884-9323 Executive Summary Attached for LDFA review is a June 18, 2012 – May 31, 2013 lease agreement between MangoTree Capital LLC and the LDFA. MangoTree Capital LLC has signed the standard lease agreement for space #2-C in section 2 of the building containing approximately 593 square feet of space. Monthly rent will be $544.00. Although a financial services company, President and Portfolio Manager Satish Dharwadkar, has deep roots and experience in technology, having engineering and scientific programming experience in aerodynamic design, CFD and CAD at earlier companies. Mr. Dharwadka also has a MS in Mechanical Engineering from Worcester Polytechnic Institute and a BE in Mechanical Engineering from MS University of Baroda. The mission of MangoTree is to provide stable and enjoyable investment experience by integrating client goals with disciplined portfolio management while maintaining maximum account transparency through client account custody at an independent broker/dealer. Risk management and return considered equally important in pursuit of growth and income of assets. "Long Life with Capital Goals!" MangoTree Capital, LLC is a Registered Independent Adviser and offers focused advice, portfolio and service through innovative portfolio choices, personalized total portfolio management, client on- boarding through legacy planning, and support for estate settlement. Suggested Action: MOVED BY: SECONDED BY: RESOLVED, to approve the Standard Lease Agreement between MangoTree Capital LLC and the Local Development Finance Authority (LDFA).  LDFA Business Sterling Heights, Michigan 07/18/2012 AGENDA STATEMENT OMB AS03 Rev. 11/04 Item Title: To Approve Final Payment to T.H. Marsh Construction for Interior Renovations at 6633 18 Mile Road Submitted By: Denice A. Gerstenberg, Business Development Manager, 884.9323 Executive Summary In April 2010, the City submitted an application to the Economic Development Administration to provide funding to defray the cost of making certain improvements and renovations to the Velocity building located at 6633 18 Mile Road, Sterling Heights, Michigan. On September 20, 2010, the EDA approved the Award. On June 7, 2011, the EDA authorized the City/LDFA to advertise for construction bids for the Project. On July 13, 2011 the LDFA awarded the contract to T.H. Marsh Construction. Construction was substantially completed prior to the Velocity Grand Opening on October 17, 2011. Final punch list items were completed May 16, 2012. The original contract price was $372,000, with $19,909 in change orders, for a final contract price of $391,909. Changes orders included repairs to the in-floor heating system, misc. breakers and disconnects, fume hood modifications, the addition of a phone line, relocation of a transformer, and drywall revisions necessary to accommodate the touch screen directory. Suggested Action: MOVED BY: SECONDED: RESOLVED, to approve final payment to T.H. Marsh Construction, 32121 Woodward Avenue, Suite 300, Royal Oak, MI 48073 in the amount of $61,609.00.  LDFA Business Sterling Heights, Michigan 7/18/12 AGENDA STATEMENT OMB AS03 Rev. 11/04 Item Title: Macomb-OU INCubator Bi-Annual Report – June 2012 Submitted By: Kasey Green, Economic Development Manager (Presentation) Denice A. Gerstenberg, Business Development Manager Executive Summary In 2009 an Affiliated Party Agreement was executed between the City of Sterling Heights, City of Sterling Heights Local Development Financing Authority (LDFA) and Oakland University for the designation of an Authority District/SmartZone to promote the development of high technology businesses thru the development of a business incubator. In the Affiliated Party Agreement, the University agreed to consult with and seek guidance from the LDFA with regards to the operation and day-to-day functions of the business incubator. The Agreement requires the University to provide a bi-annual report to the LDFA and MEDC. The first report was submitted and presented to the LDFA in December 2011. Attached is the second Bi-Annual Report for LDFA review. Economic Development Manager Kasey Green will be presenting the report to the LDFA and Oakland University staff will be available for questions. Suggested Action: MOVED BY: SECONDED BY: RESOLVED, to acknowledge receipt of the Macomb-OU INCubator Bi-Annual Report – June 2012.  AFFILIATED PARTY AGREEMENT BI-ANNUAL REPORT JUNE 2012 1. Provide a summary of Macomb-OU INCubator’s overall strategy to facilitate commercialization and high tech start-up business activity. A successful business incubator begins with the ability to secure a suitable building and outfit it with adequate business development support services. True success, however, is dependent on far more than simply making real estate available at an affordable rate to entrepreneurs. The Macomb-OU INCubator strives to develop a cluster of high- technology innovation that supports the creation of new companies and jobs, attracts investment and fosters further public/private collaboration and partnerships. Achieving these goals is dependent upon the level of relevant services that are readily accessible to clients and affiliate members. Our strategy is focused on offering a complete core of services to the clients we serve. These services provide advantages and benefits to our clients in terms of our professional knowledge (through staff, business advisory boards, partners), university connections (student interns, faculty, labs), access to startup capital (state SmartZone capital programs), training and events (entrepreneurial events, Lean training, community networking), flexible facility space (short-term leases, conference/meeting areas) and proximity to industry activity (Sterling Heights SmartZone, Defense Corridor, major defense contractors). 2. Provide a progress report on efforts to increase Macomb-OU INCubator’s ability to become financially sustainable. The Macomb-OU INCubator is addressing its ability to become sustainable in a number of ways. The INCubator recently revamped its current programs and established new programs that resulted in the recent ability to capture service revenue. It also recently implemented a system to start capturing revenue from its office equipment. In 2013, after the additional TIF funds are captured, the INCubator will have the ability to capture the rental income from tenants. Further information on the ability to become financially sustainable is mentioned in the second paragraph below. Provide an update on efforts to develop a strategic growth fund. N/A at the present time. Executive Director needs to be briefed on the Strategic Growth Fund. Provide details on other efforts that contribute to the financial stability of the Macomb-OU INCubator’s operations. This may include an update on other funding source secured or to be pursued by Macomb-OU INCubator beyond TIF. The Macomb-OU INCubator was approved for a $500,000 grant from the MEDC at the end of 2011 for a two-year period. Currently, there is a grant opportunity for 1  Smartzone Incubators in the Governor’s budget which is scheduled for pursuit in the fall 2012. There is an opportunity for a Smartzone Incubator in Macomb County to apply for a minimum $500,000 grant (not to exceed $1 million). It is the INCubator’s intent to apply for this grant. The Macomb-OU INCubator, as part of the Business Accelerator Network of SE Michigan, (BANSEM) team, and other partnering organizations, may also be the recipient of federal grant funds to assist and support manufacturing businesses. A joint application, led by the Michigan Manufacturing Technology Center (MMTC) was submitted in the beginning of July. The INCubator is also staying on top of additional federal grant partnership opportunities for manufacturing and entrepreneurship. Now, with a full team, complete processes and procedures, and successful programming in place, the Macomb-OU INCubator plans to pursue corporate donations and sponsorships. Additional sources of revenue that will aid in contributing to the INCubator’s sustainability include: direct service revenues, training revenues from Lean programs; and eventually rent revenues. Last, the Macomb-OU INCubator is in the process of using current space in the collaboration center to create an Idea Hub (I-Hub). The I-Hub will allow startup companies, for a fee, to use drop-in space for working purposes and to exchange ideas with like-minded entrepreneurs. This will not only bring in additional revenue but it will also act as a funnel for future office space. We just signed on our first client. Provide a summary of the use of TIF funds in the 2011-2012 Fiscal Year. The TIF funds were used to cover Sterling Height professionals that contribute to the Smartzone and for the Velocity building expenses. Provide a summary of the proposed use of TIF funds in the 2012-2013 Fiscal Year. The TIF funds will be used to cover Sterling Height professionals that contribute to the Smartzone, to cover the Velocity building expenses, and for events. At this time, the Macomb-OU INCubator does not have further information from the City as to how the event funds will be specifically used. 3. Provide an update on Macomb-OU INCubator’s efforts to attract high-growth/high tech early stage companies particularly in defense, homeland security and advanced manufacturing industries. The Macomb-OU INCubator has developed programming to attract early high- growth/high-tech companies, including those in the industries of defense, homeland security and advanced manufacturing industries. The programming includes the popular, well-attended, Lunch and Launch series that is run twice a month; the quarterly Fireside Growth Series; Greenbelt and Blackbelt Lean certificate training, and a Startup Lean program that is in the process of being developed and will be launched in September 2012. 2 The INCubator also works with its partnering organizations, including Sterling Heights, Macomb County and the Michigan Defense Center to provide programming in both the defense and manufacturing industries. These programs have included both SBIR/STTR training spearheaded by the INCubator and procurement training spearheaded by the City of Sterling Heights. Recently, along with the City of Sterling Heights, the INCubator partnered with the Detroit Chamber to bring Boeing on site to meet and connect with local businesses, with the hopeful outcome of a business engagement between the entities. The INCubator is currently partnering on a Lean innovative initiative with General Dynamics. More information will be available on this initiative in the fall. The INCubator partners with the Michigan Manufacturing Technical Center to provide monthly training specific to the manufacturing industry and has built relationships with service providers who work with both early stage companies and businesses in its targeted sectors. These service provider relationships include: banks, law firms, accounting firms, marketing firms and many others. The INCubator has developed relationships with local and statewide media which has resulted in increased coverage for the Macomb-OU INCubator as well as outreach to its target markets. Since January, the INCubator created a list server with over 1,200 contacts that targets entrepreneurs; defense, homeland security, and manufacturing professionals, industry stakeholders, government and others. Regular e-mails regarding events, as well as monthly newsletters, are sent out to its clients. INCubator staff sit on task forces and committees that target high growth businesses including task forces specific to both homeland security and defense. Most recently, the INCubator hosted a booth at the National Defense Industry Association (NDIA) tradeshow that included providing space to its partners: the City and County. Two more NDIA tradeshows will be attended in August and in September. Our executive director will be a guest panelist at the September tradeshow. In August, the INCubator will help staff, attend, and support a manufacturing symposium to be held at Macomb Community College. The INCubator is also a sponsor, founder, and actively involved with the Accelerate Michigan $1 Million Innovation Competition; a sponsor and part of the Startup Squad for Maker Faire which is an innovation and creativity based event held at the Ford Museum and had over 20,000 attendees last year; and in January 2013, the INCubator is sponsoring and helping to market the Annual Collaboration for Entrepreneurship (ACE), which is the largest entrepreneurial event in the state. The INCubator attended and supported its clients at the recent Michigan Growth Capital Symposium and the GLEQ business plan competition, where one of its clients was awarded the Automation Alley-sponsored award. 3  Last, a consulting firm, Eden Inc., was hired to do research and produce a report for the INCubator on how to best support startup and early stage high growth/high tech defense businesses. The Michigan Defense Center will be supporting Eden in this effort at no cost to the INCubator. What is the INCubator’s tenant recruitment plan? The tenant recruitment plan includes the following: provide outstanding services which creates a word-of-mouth buzz (in the incubator that our executive director directed in NH for 12 years—this was their most successful method of tenant recruitment) (although it does take 2-3 years to get to this point); develop partnerships with service providers who work with startup and early stage businesses (they are an excellent referral source—these relationships will continue to be nurtured.); develop strong media relationships which helps get the word out into the community—the INCubator has met with many of the major media sources in the state and in the county, resulting in increased publicity; the INCubator developed a solid website, marketing material, newsletter, and a database; and hold exciting entrepreneurial events. In addition to its regular business and development workshops and training, the INCubator plans to run an annual pitch competition. (See number 6 for further information on specific events). The INCubator recently engaged with multiple real-estate agents that agreed to help promote its office space to prospective tenants; in this year, the plan is to become involved with Oakland University’s I2B. (It is the goal of the I2B to identify potential student, faculty and alumni innovation that can be commercialized.) The INCubator plans to work more closely with Oakland University’s Pawley Lean Institute and Center for Robotics to identify potential entrepreneurs. Staff recently toured Oakland University’s science, engineering and research labs and spoke to numerous engineers about their research and its potential for commercialization. Recently, an electronic flyer was created to market the INCubator’s high tech office space to potential clients. All partners will assist with the distribution. Include a current vacancy rate for INCubator space (tenant leased square footage/total available tenant square footage) Vacancy Rate: 54% Overall Offices/cubicles: 30/4 (includes administration/kitchen/clients) Total offices space: 19,570 sq. ft. Total occupied: 9,102 sq. ft. Total unoccupied: 10,468 sq. ft. 4. Provide a summary of Macomb OU-INCubator operations, including: Total program Inquiries via CRM (Customer Relationship Management) Software: 165 # of tenant companies Onsite Incubation Clients: 5 Anchor Tenants: 6 4 # of non-tenant clients (Past six months) Accelerator Clients: 13 I-Hub Clients: 1 Educational Workshops and Training Attendees: 1,058 # of jobs created/retained by tenants and clients (Past six months) Jobs Created: 18 Jobs Retained: 34 Amount of capital raised by tenants and clients (Past six months) State SmartZone Programs $’s raised: $452,500 BAF $’s: $102,500 Micro-loan $’s: $100,000 Full Pre-seed $’s: $250,000 Angel Funds: $1.35 million Owner Investment Funds: $150,000 Other Investment Funds: $112,500 Intellectual property activities of tenants and clients (i.e. patents secured) (Past six months) 2 patents #of on-going & completed research projects (Past six months) We have completed five research projects 5. Provide an update on how the business incubator is providing expert small business development assistance to the tenants and clients. What services does the business incubator offer to tenants & and clients? Since the last report to the LDFA, the INCubator has created a successful, and well attended, Lunch and Launch business development series that is running twice a month. The INCubator also launched their Fireside Growth Stories series that runs quarterly— this program uses successful entrepreneurs “that have been there, done that” to tell their story (their success, challenges and lots of Q&A); The INCubator improved its Kitchen Cabinet. It is now called the Business Advisory Board (BAB). The BAB consists of close to sixty volunteers that work closely with clients. When a new business becomes a client, they are assessed and milestones are developed. Next, a customized BAB is assigned to work directly with the business to help them achieve their milestones. In addition to its Green and Black Belt Lean training, Macomb-OU INC., is in the process of developing a Startup Lean program that will be launched in September. The INCubator also has a commercialization and capital advisor on its team that provides 5  commercialization and capital raising services to its clients. The INCubator provides IT assistance to businesses via Oakland University IT interns; and connects businesses to Oakland University resources including research resources, labs, faculty, student interns, the Pawley Lean Institute and the Center for Robotics and Unmanned Intelligence. How do these services provide special emphasis on high-tech activity in the target industries of advanced manufacturing, defense, and homeland security? Please highlight any new or innovative strategies being utilized by Macomb-OU INCubator. (Please refer to the answer to question 3). The Macomb-OU INCubator has a close relationship with the Michigan Defense Center. The INCubator has referred defense and homeland security clients directly to the Defense Center’s executive director, Ron Moffet. Together, both organizations meet with clients. In partnership with the Michigan Manufacturing Technology Center, the INCubator hosts monthly manufacturing workshops. Please include a copy of the most recent service agreement Attached Of these services, please specify what services are provided by Macomb-OU INCubator staff and what activities are provided by partner organizations (if any). The services referred to throughout this report are all provided directly by the Macomb- OU INCubator unless otherwise specified. The INCubator does partner on additional events, not mentioned in this report, with the City and the County. The City has the information on any events that the City and County took the lead on. At these events, the City provided opportunities for the Macomb-OU INCubator executive director to guest speak and also provided the opportunity for the INCubator to market its programs. 6. To the extent possible, provide a summary of how Macomb-OU INCubator’s operations (relative to above measures in Items 1-5) compare to other similar Michigan Incubators with a focus on manufacturing related industries, namely OU INCubator, MTEC SmartZone, and LSSU Product Development Center. Recently, the Michigan Economic Development Corporation changed their SmartZone reporting requirements. Instead of semiannual reports the MEDC requires business incubators/accelerators to report their numbers on a monthly basis. Currently, the MEDC collects data for 22 incubator/ accelerators throughout the State. The Macomb- OU INCubator’s monthly metrics have consistently been comparable to the other incubator/accelerators. On average the incubator/accelerators had 73 engagements with tech companies over past 6 months. The Macomb-OU INCubator had 161 engagements over the same time period with tech companies. Incubators/accelerators received $68,512 in MEDC funding for their client companies on average for the 6 month period. Clients of the Macomb-OU INCubator received $452,500 in the same 6 months from MEDC funded programs. 6  Furthermore, the INCubator raised over $1.3 million in angel funding for client companies in the last 6 months. The average for the incubator/accelerator group was under $300,000. Another category that the Macomb OU INCubator excelled in was event attendee numbers. Over the last 6 months, the INCubator served 1,058 people through the various programs that it offers. The State average for incubator/accelerators is 260. The only incubator that served more people than the Macomb-OU INCubator was Ann Arbor Spark, with 1,142 attendees. 7. Oakland University is required to annually submit a staffing plan to the LDFA that identifies the number of staff positions proposed and a general description of respective job duties, for review and approval by the LDFA prior to assignment of any individual to any position. If staffing has changed since the December 2011 presentation to the LDFA, please provide an update. The Marketing and Communications Manager position and the Administrative Assistant positions were both made permanent. The role of the Administrative Assistant is no longer filled by Karen Pikunas; it is now filled by Andrea Chom. In addition, Larry Herriman was promoted to Assistant Director. The staff is as follows: Executive Director – Julie Gustafson (FT) The Executive Director is responsible for the creation and implementation of strategic planning for the Macomb-OU INCubator. This includes, but is not limited to: developing relationships and partnerships for opportunities to create new business ventures and programs, recruitment of new clients and mentoring of existing clients, formation of business development training programs and workshops, creation and oversight of marketing strategy, financial management of the incubator, and leading staff. Assistant Director – Larry Herriman (FT) The Assistant Director provides administrative staff leadership and support for incubator administrative and financial operations as well as designs and develops the operational administration of incubator programs, services, policies, and procedures. The Assistant Director also provides operational, technical and financial assistance for interested incubator applicants and admitted client companies. Grant Research and Compliance Officer – Rachel Louzon (FT) The Grant Research and Compliance Officer, administers and facilitates grant preparation and submission for the Macomb-OU INCubator. This position also entails, advising and assisting senior leadership with the process and compliance issues related to funding agency regulations and standards, and support adherence to university administrative, fiscal, and accounting policies and procedures related to grants and contracts. 7  Marketing and Communication Manager – Joan Carleton (FT) As part of the Macomb–OU INC team, the Marketing and Communications Manager is responsible for developing a marketing plan and supporting materials that communicate a clear and focused incubator brand identity. The position also explains incubator client services and benefits, delineates and promotes the incubator’s sector uniqueness, develops collaboration amongst partner organizations, and broadcasts client company’s accomplishments, growth and successes. Office Administrative Assistant – Andrea Chom (FT) The Administrative Assistant provides responsible secretarial services and operational office assistance for Executive Director. The Administrative Assistant also, composes routine correspondence, performs general bookkeeping/clerical accounting and assembles/organizes/edits Macomb-OU INC data reports. Executive in Residence – Commercialization Advisor – Wayne Blizman (PT) The Executive in Residence provides support to client companies of the Macomb-OU INCubator. Their duties include: establishing high quality commercialization services and business development, overseeing Advisory Board Services, working with companies to establish key performance indicators then monitoring progress and success, and arranging and holding an initial intake meetings with potential clients. Senior Capital Advisor and Commercialization Specialist – Mike Brennan (PT) The Business Commercialization Specialist assists incubator client companies in sourcing capital through public and private sources. This includes introductions to angels and venture capital firms, preparing the clients for presentations, Michigan Pre- seed Capital Fund applications, micro loan applications and Business Accelerator Fund applications. The Senior Capital Advisor also coordinates commercialization, financial and business planning assistance initiatives to aid accelerator/incubator clients. Market Development Manager – Stacey Frankovich (PT) The Market Development Manager will provide support to the SmartZone’s Executive Director related to the successful operation and growth of the Macomb-OU INCubator. This includes assisting in the development and management of the Corporate Partner Program, as well as creating new business development funding strategies. In addition, she will be assisting the staff members in managing the client company pipeline. Student Interns – Mike Belanger and Luke Cloutier (PT) The Student Interns conduct incubator research, assist with technology needs, assist with compiling client company due diligence, perform statistical and financial analysis, construct written reports for the incubator, and assist with social media and marketing initiatives. They also attend meetings with prospective client companies, university faculty, corporate partners, client company advisory board mentor executives, and incubator staff. Please provide an update of any planned staff additions for 2012. The Macomb-OU INCubator is looking to extend the Market Development Manager position into a permanent part-time casual position. Currently, the position is funded through the Small Business Administration Grant that will end on September 30, 2012. 8  Furthermore, our student interns will be graduating at the end of the summer. The INCubator replace both positions for the fall semester. 8. Provide an update on the University resources to promote high-tech activity and Macomb-OU INCubator’s role in facilitating connections to these resources for tenants, clients, and area businesses. How does the business incubator coordinate access to the University’s laboratories, facilities, information technology, libraries, faculty, students, research tools, and intellectual property? Staff members of the Macomb-OU INCubator recently toured all of the science, engineering, and research labs at Oakland University. The lab staff is in the process of creating a list of all lab and testing equipment so that the INCubator can provide the list to actual and potential clients. The INCubator’s Commercialization Advisor has introduced business clients to engineers, engineering students, and business faculty. Staff has also made client connections to Oakland University’s Pauley Lean Institute and OU’s Center for Robotics, Unmanned and Intelligent Systems. Additionally, student interns and staff used Oakland University’s research databases to compile research for both clients and the INCubator. In the next year, the Macomb-OU INCubator will become active with the Universities’ I2B program which is a program that identifies students, faculty and alumni that have creative innovative ideas that can be commercialized. 9. Please provide a marketing update. (See below and question 3 answer). How is Macomb-OU INCubator currently marketing services to prospective clients? Mac-OU INC holds many events and seminars for prospective clients. For example, as part of a Lean diversification initiative, the Mac-OU INC holds Black Belt and Green Belt training series. The events are marketed through press releases; emails using our database; and distribution through Macomb County, the City of Sterling Heights and Oakland University; business websites with events calendars; and social media venues. Mac-OU INC representatives attend numerous entrepreneurial, defense and manufacturing events in Macomb County, Detroit, and throughout the state with the intent to raise awareness about the INCubator and to inform prospective clients about the services offered at the INCubator. These events include anything from Automation Alley networking events to economic development conferences in Detroit to festivals such as Maker Faire 2012, at which there will be an audience of close to 20,000 people focused on creativity and innovation. How is Macomb-OU INCubator currently marketing available space to prospective tenants? Mac-OU INC is developing relationships with realtors, for a win-win situation for all parties involved. The realtors will suggest our space to prospective possible tenants. Meanwhile, the tenants graduating from the INCubator will be referred to the respective realtors. 9  Mac-OU INC has created advertising material marketing the space, including an informational e-blast, to send to its list server contacts. Mac-OU INC appreciates the support of the City of Sterling Heights and Macomb County in the distribution of this advertising material. Mac-OU INC provides tours of the Velocity building and the INCubator space whenever there is an event in the Velocity building. How is Macomb-OU INCubator reaching target markets? Mac-OU INC is currently holding Lunch and Launch seminars, on various topics relevant to the target markets, anywhere from specific social media sites to Contracts 101. These are free seminars and are open to the general public, with the intent of attracting our target audiences to the INCubator and to raise awareness about the INCubator and its offerings. Mac-OU INC sends out updates on a regular basis to its email database. These include anything from monthly newsletters, to inform the target markets about the INCubator’s prior events, its happenings and news, to invitations to upcoming events, those held at the INCubator as well as those run by the City of Sterling Heights and Macomb County. Mac-OU INC markets events and happenings at the INCubator through publications such as Crain’s Detroit and the Automation Alley events calendar, in order to keep the target audience informed and up-to-date. All of Mac-OU INC’s press releases are sent to Oakland University’s very extensive media list. Additionally, both the City of Sterling Heights and Macomb County assist with media distribution. The Macomb-OU INCubator is involved with numerous committees for entrepreneurial events in Southeast Michigan; including the Annual Collaboration for Entrepreneurship, one of the largest and most well attended events in the state, and Accelerate Michigan $1 Million business plan competition, the GLEQ business plan competition, the Michigan Venture event, and numerous manufacturing and defense tradeshows. The target market will see Mac-OU INC as being involved and therefore as a viable asset and resource. Also, see the answer to question 3 which summarizes ways in which the INCubator reaches its target markets of defense, homeland security, and manufacturing businesses. 10. How is Macomb-OU INCubator facilitating connections to VC, Angel Capital, and seed or pre-seed funding sources for client companies? The senior management team helps identify businesses that are a good fit for VC, Angel Capital, seed and pre-seed funding. The team also helps identify businesses that are a good fit for the Business Acceleration Fund (BAF) which is a new fund that is administered through Smartzone incubators that will grant up to $50,000 to eligible businesses. 10  Once these businesses are identified, they are referred to the INCubator’s Capital Advisor who works closely with the businesses, often with the assistance its Commercialization Advisor to prepare the businesses for appropriate funding. The INCubator’s capital advisor has industry fundraising experience and has been very successful in preparing our client’s for state program funding as well as multiple private funding opportunities which includes: personal introductions to angels, venture capital firms, and other alternative financing organizations. 11. Provide an update on efforts to promote an entrepreneurial mindset in Macomb County. The Macomb-OU INCubator has worked diligently to promote an entrepreneurial mindset in Macomb County by creating and participating in entrepreneurial events, working with its partners and media. (All previous answers speak to this effort). 11  OAKLAND UNIVERSITY MACOMB-OU INCUBATOR BASIC AND ADDITIONAL BUSINESS SERVICES AGREEMENT This Oakland University Macomb-OU Incubator Business Services Agreement ("Agreement") is made by and between Oakland University, a Michigan constitutional body corporate and institution of higher education located in Rochester, Michigan ("University"), and [INSERT NAME OF BUSINESS], a [INSERT STATE AND TYPE OF ENTITY] located at [INSERT LOCATION] ("Business”). Recitals WHEREAS, the Business may come to own and/or hold exclusive rights to certain intellectual property and the right to sell certain products and services; and WHEREAS, the University offers programs and services through its Macomb OU INCubator in Macomb County, Michigan (“Mac-OU Inc”) designed to foster the development of business enterprises; and WHEREAS, the Business desires to utilize the programs and services of Mac- O U Inc to further the Business’ enterprise and ability to commercialize its Business Intellectual Property and New Intellectual Property and sell Products and Services. NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the Business and the University (a “Party” or “Parties”) agree as follows: ARTICLE 1 DEFINITIONS 1.1 “Base Year” means the 12 month period immediately preceding the Commencement Date. 1.2 “Business” means, collectively, the Business and the Business’ licensees and sub- licensees. 1.3 “Business Intellectual Property” means, individually and collectively, all of the Business’ inventions, improvements, technologies, software, and/or discoveries whether or not patented, copyrighted, trademarked or licensed, service marks and trade secrets that were conceived and/or made by the Business before the Commencement Date. 1.4 “Commencement Date” means the last date upon which an authorized representative of a Party executes this Agreement. 1.5 “New Intellectual Property” means, individually and collectively, all of the Business’ inventions, improvements, technologies, software, and/or discoveries whether or not patented, copyrighted, trademarked or licensed, service marks and trade secrets that are conceived and/or made by the Business during the Payment Period. 1.6 Other Definitions. The meanings of other defined terms shall be those as contained throughout this Agreement. 1.7 "Payment Period" means the period of time beginning on the Commencement Date and ending seven (7) calendar years after the Commencement Date; and each twelve (12) calendar month period of the Payment Period is a “Payment Year”. 1.8 "Product" means any product or process, including without limitation hardware, software, object and source code, and equipment, developed by the Business utilizing or relating to Business Intellectual Property, New Intellectual Property or other products that the Business develops during the Service Term, that the Business manufactures, uses, imports or exports, offers for sale or sells, leases, licenses, rents, exchanges for value or otherwise disposes. 1.9 “Service” means without limitation any installation, repair, upgrade, update, calibration, maintenance or analytical service performed by the Business either pertaining to or in any way related to a Product, or pertaining to a service that was developed during the Mac-OU Inc Service Term that does not relate to a Product. 1.10 “Mac-OU Inc Service Term” means the period of time beginning on the Commencement Date and ending three (3) calendar years after the Commencement Date; and each twelve (12) calendar month period of the Mac-OU Inc Service Term is a “Service Year” 1.11 “Third Party" means any person or entity other than the Business or the University. 1.12 "University Intellectual Property" means, individually and collectively all of the University’s inventions, improvements, technologies, software, and/or discoveries whether or not patented, copyrighted, trademarked or licensed, service marks and trade secrets, whether or not made available to the Business pursuant to this Agreement. ARTICLE 2 INCUBATOR SERVICES 2.1 Basic Mac-OU INC Services. During the Mac-OU Inc Service Term, Mac- OU Inc will assist the Business to develop its Business Intellectual Property, New Intellectual Property, Products and/or Services by providing the following services to the Business (collectively the “Basic Mac-OU Inc Services”): (a) Access to the staff of Mac-OU Inc for initial needs assessment, initial advice, initial guidance, mentoring, coaching and overall program planning including capital advice. (b) Creation of a Business Advisory Board, which is a board of subject matter experts selected by Mac-OU Inc and the Business from industry whose areas of expertise are tailored to meet the needs and/or commercialization objectives of the Business. The Business Advisory Board will meet as required during each Service Year at a time agreed upon by the Business and members of the Business Advisory Board. (c) Assistance with state funding programs. (d) Access to Mac-OU Inc’s Business Services Directory when completed. (e) Use of Mac-OU Inc’s small conference and meeting rooms, as well as use of Mac- OU Inc’s conference center (Atrium) two (2) times per Service Year at no additional charge, and it’s Innovation Lab two (2) times per Service Year at no additional 2  charge, based on availability. (f) Access to Mac-OU Inc’s copier, printer and scanner on a fee basis. (g) Access to presentations, seminars and workshops sponsored by Mac-OU Inc. (h) Referrals to the Small Business and Technology Development Center for development of business plans, if necessary. 2.2 Additional Mac-OU Inc Services. Upon the Businesses’ request, during the Mac-OU Inc Service Term and subject to this Agreement, Mac-OU Inc will assist the Business to develop its Business Intellectual Property, New Intellectual Property, Products and/or Services by providing access to University faculty and staff for specialized services, and access to University students for intern positions (“Additional Mac-OU Inc Services”). ARTICLE 3 INTELLECTUAL PROPERTY 3.1 Business Intellectual Property. The Business acknowledges that Basic M a c - OU Inc Services, and Additional Mac-OU Inc Services when provided, will enhance and/or will be incorporated into its Business Intellectual Property. All rights, title and interests to Business Intellectual Property belong to the Business. 3.2 New Intellectual Property. The Business acknowledges that Basic Mac-OU Inc Services, and Additional Mac-OU Inc Services when provided, will make New Intellectual Property possible. All rights, title and interests to New Intellectual Property belong to the Business. 3.3 Representations and Warranties. The Business represents and warrants, intending for the University to rely hereon, that: (a) the Business owns, holds title by assignment or otherwise controls the Business Intellectual Property and New Intellectual Property; and (b) the Business has no actual knowledge that any patent or patent application within the Business Intellectual Property or New Intellectual property is the subject of any pending interference, opposition, cancellation or other protest proceeding. In connection with Business Intellectual Property and New Intellectual Property, "control” means possession of the ability to use or grant a license or sublicense without violating the terms of any agreement or other arrangement with any Third Party. 3.4 University Intellectual Property. All rights, title and interests to University Intellectual Property belongs to the University. ARTICLE 4 CONFIDENTIALITY; DISCLOSURES 4.1 Confidentiality. "Confidential Information" means any confidential or proprietary information of a Party, including without limitation any information related to Business Intellectual Property, New Intellectual Property and University Intellectual Property, and any information related to any research project, work in process, future development, science, engineering, manufacturing, marketing, business plan, financial or personnel matter relating to either Party, a Party’s present or future products, services, sales, suppliers, customers, contacts, employees, investors, or business enterprise, 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: 3  (a) was generally known or available through no unlawful act or failure to act on the part of the receiving Party; (b) known by the receiving Party at the time of receiving such Confidential Information; (c) furnished to the receiving Party by a Third Party without restriction on disclosure; (d) independently developed by the receiving Party without the knowledge, aid, application or use of the Confidential Information of the disclosing Party; or (e) the subject of a written permission to disclose by the disclosing Party. During the Term, and for a period of five (5) calendar years thereafter, each Party will maintain in strict confidence all Confidential Information disclosed by the other Party. The Parties will not use, disclose or grant use of Confidential Information except to carry out its respective duties under this Agreement, and as otherwise expressly authorized by this Agreement. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior written agreement from its employees, agents, licensees or consultants to whom disclosure is to be made to hold in confidence and not make use of such Confidential Information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as such Party uses to protect its own Confidential Information to ensure that such employees, agents, licensees and consultants do not disclose or make any unauthorized use of the Confidential Information. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of Confidential Information. 4.2 Authorized Disclosure. Each Party may disclose Confidential Information to the extent such disclosure is reasonably necessary for filing or prosecuting patent applications, copyright registrations, trademark registrations, prosecuting or defending litigation or complying with applicable governmental laws and regulations; provided however, that if such Party is required to make any such disclosure of Confidential Information, such Party will to the extent possible give reasonable advance written notice to the other Party and, except to the extent inappropriate in the case of patent applications, will use such Party’s best efforts to secure confidential treatment of such Confidential Information. Business acknowledges that the University complies with the State of Michigan’s Freedom of Information Act as it may be amended from time to time. 4.3 Termination. Within forty-five (45) calendar days following the termination or expiration of this Agreement, each Party will return to the other Party, or destroy, upon the written request of the other Party, any and all Confidential Information of the other Party in such Party’s possession. ARTICLE 5 PAYMENT OBLIGATIONS 5.1 Basic Mac-OU Inc Service Fees. The Business will pay the University $500 annually for the Basic Mac-OU Inc Services; $250 payable on the Commencement Date (“First Payment Date”) and $250 payable on the six-month anniversary of the Commencement Date (“Second Payment Date”), and $250 on the anniversaries of the First Payment Date and Second Payment Date of each Service Year. 5.2 Additional Mac-OU Inc Service Fees. The Business will pay the University for any Additional Mac-OU Inc Services in amounts and on payment schedules to be agreed to 4  by the Parties, which shall be memorialized in a writing that shall be deemed an exhibit to this Agreement whether or not attached hereto. The Business and the University will mutually select in writing, before any Additional Mac-OU Inc Services are provided, one or more of the options described in Section 5.2.1, 5.2.2 or 5.2.3 below as the fees for Additional Mac-OU Inc Services. 5.2.1 Percentage of Gross Annual Sales. If selected by the University and the Business, the Business will pay the University a percentage of Gross Annual Sales during the Payment Period. "Gross Annual Sales" means the gross amounts received by the Business from or in connection with the sale, lease, license, rental, exchange for value or other disposition of Business Intellectual Property, New Intellectual Property, Products and/or Services to Third Parties that were developed during the Mac-OU Inc Service Term, less freight charges, postage, shipping and insurance actually paid or incurred by the Business. During the Payment Period, the Business will pay the University a percentage of the incremental increase in the Business’ Gross Annual Sales, the percentage of which is to be agreed to by the Parties as provided in Section 5.2, over and above the Gross Annual Sales of the Base Year for each Payment Year starting on the first day of the Payment Period (“Percentage of Gross Annual Sales”). The Percentage of Gross Annual Sales will be computed on a “cash basis” of accounting, except that in the last three (3) calendar months of the Payment Period, Percentage of Gross Annual Sales will be computed on an “accrual basis” of accounting. The Percentage of Gross Annual Sales will be paid within sixty (60) calendar days of the end of each Payment Year. Each such payment will be accompanied by a report in sufficient detail to permit confirmation of the accuracy of the payment made, including without limitation the amounts received, the amounts payable thereon and the method used to calculate such payment. An officer of the Business must certify all such reports as true and accurate. 5.2.2 Proceeds of Sale, Assignment or other Transfer of the Business. If selected by the University and the Business, and if any portion or the entire Business is sold, assigned or otherwise transferred during the Payment Period, the Business will pay the University a percentage of the proceeds from the sale, assignment or transfer of the Business at closing, the percentage of which is to be agreed to by the Parties as provided in Section 5.2. 5.2.3 Hourly Rate. If selected by the University and the Business, the Business will pay the University an hourly rate, which is to be agreed to by the Parties as provided in Section 5.2, for Additional Mac-OU Inc Services, which shall be memorialized in a writing that shall be deemed an exhibit to this Agreement whether or not attached hereto. ARTICLE 6 PAYMENTS; RECORDS; AUDITS 6.1 Manner and Place of Payment. All payments owed under this Agreement will be made by wire transfer to a bank and account designated in writing by the University, or by check made payable to “Oakland University” to the University official identified in Section 9.10, or as otherwise specified in writing by the University. 5 6.2 Late Payments. Any amounts not paid by the Business when due under this Agreement will be subject to interest from the date payment is due through the date payment is received by the University at a rate equal to seven percent (7%) per annum calculated daily on the basis of a 360-day calendar year, or if lower, the highest rate permitted under applicable law. 6.3 Records and Audits. The Business will keep, for the Payment Period, complete and accurate records in sufficient detail to permit the University to confirm the accuracy of all payments due hereunder. The University will have the right to cause an independent certified public accountant of the University’s choice to audit such records for the purpose of verifying amounts payable and the information provided under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to the Business. Prompt adjustments will be made by the Parties to reflect the results of any such audit. The University will bear the full cost of any such audit, unless such audit discloses a variance of five percent (5%) or more from the amounts actually due, in which case the Business will bear the full cost of such audit. 6.4 Progress Reports. Starting on the first anniversary of the Commencement Date and at the start of each subsequent Contract Year, the Business will provide the University with the following progress reports analyzing data and information for the most recently completed Contract Year, and forecasting such data and information for the forthcoming twelve (12) calendar month period: (a) Sale, lease, license, rental, exchange for value or other disposition of Business Intellectual Property, New Intellectual Property, Products and Services. (b) Jobs retained and new jobs created by the Business. (c) Progress on Business’ efforts to commercialize Business Intellectual Property and New Intellectual Property. (d) Progress on status of any patent applications filed by the Business for Business Intellectual Property and New Intellectual Property. ARTICLE 7 REPRESENTATIONS; WARRANTIES; COVENANTS 7.1 Corporate Power. Each Party represents and warrants, intending for the other Party to rely hereon, that it is duly organized, validly existing and in good standing under the laws of the State of Michigan and has full power and authority to execute and enter into this Agreement and to carry out the provisions hereof. 7.2 Binding Agreement. Each Party represents and warrants, intending for the other Party to rely hereon, that this Agreement is a legal and valid obligation binding upon such Party and is enforceable in accordance with the Agreement’s terms. The execution, delivery and performance of this 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. 7.3 Negative Covenant. The Business covenants that the Business will not practice any invention claimed in the Business Intellectual Property or New Intellectual Property inconsistent with any applicable federal or state law. 6 7.4 Products and Services Warranties. The Business represents and warrants to the University, intending for the University to rely hereon, that Products and Services will be merchantable, fit for their intended purposes and will be free from infringement of patents, copyrights, trademarks and other proprietary rights of Third Parties. 7.5 DISCLAIMER OF WARRANTIES. THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTIES TO BUSINESS OF ANY KIND, NATURE OR DESCRIPTION, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES TO BUSINESS THAT ANY UNIVERSITY INTELLECTUAL PROPERTY IS OR WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER PROPRIETARY RIGHTS OF THIRD PARTIES. 7.6 Indemnification. The Business, at its sole cost and expense, will defend, indemnify, and hold the University, and the University’s trustees, officers, employees, students, volunteers, agents, representatives and designees, in their official and personal capacities, (collectively the “University Indemnified”) harmless from and against any and all claims, demands, suits, damages, costs, charges, judgments, liabilities, losses and expenses, including without limitation personal or bodily injury to or death of any person, defamation, infringement of a patent, copyright or trademark or other intellectual property, and attorneys' fees and expenses of litigation, to which the University Indemnified may become subject actually or allegedly arising out of or relating to: (a) any failure of the Business to observe or perform any of the covenants, conditions, agreements or obligations on the Business’ part to be observed or performed pursuant to this Agreement; (b) the use, sale or other disposition of any Business Intellectual property, New Intellectual Property, Product or Service; or (c) any other action or omission of the Business. This Paragraph will survive termination or expiration of this Agreement. ARTICLE 8 DISPUTE RESOLUTION, TERM AND TERMINATION 8.1 If a dispute arises between the Parties relating to the interpretation or performance of this Agreement or the grounds for the termination thereof, and the Parties cannot resolve the dispute within thirty (30) 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 other available legal or other remedies. 8.2 Term or Agreement. This Agreement will commence on the Commencement Date and will continue until the last day of the Payment Period, unless terminated earlier as provided herein (the "Term"), and each twelve (12) calendar month period of the Term is a “Contract Year”. 8.3 Termination for Breach. A Party may terminate this Agreement prior to the expiration of the Term upon or after a material breach of any provision of this Agreement by the other Party if the breaching Party has not cured such breach within sixty (60) calendar days after written notice thereof by the non-breaching Party. 8.4 Effect of Termination. Expiration or termination of this Agreement will not relieve the Parties of any obligation accruing prior to such expiration or termination. 7  ARTICLE 9 MISCELLANEOUS 9.1 Assignment. Neither this 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. Any assignment not in accordance with this Agreement will be null and void ab initio. 9.2 Beneficiaries. This 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. 9.3 Non-Reliance and Non-Liability. The Business acknowledges that the University has not made any representations, warranties, assurances, or guarantees, of any kind, nature or description, express or implied that the programs and/or services of the University and/or Mac-OU Inc will result in or cause the Business’ business enterprise to succeed or achieve any specific objectives. The Business is capable of assuming and does assume all risks related to this Agreement, and the University will not be liable in damages or otherwise to the Business for any loss or damage of any kind, nature, or description, including without limitation lost revenues or profits, or any indirect, special, incidental or consequential damages that may accrue to the Business. Except for direct damages arising immediately and directly from the University’s material breach of this Agreement the Business hereby releases the University from any and all liability the Business may suffer as a result of their use of the University’s or Mac-OU Inc’s programs and services or University Intellectual Property. Nothing in this Agreement is or can be construed as a waiver of the University’s governmental immunity. The Business’ sole remedies for a material breach of this Agreement by the University are termination and specific performance of this Agreement. This Paragraph will survive termination or expiration of this Agreement. 9.4 Publicity. The Parties will not use the name, trade name, trademarks, service marks or logos of the other Party in any publicity, advertising, marketing or news release without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed. 9.5 Force Majeure. Neither Party will be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party. 9.6 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 Agreement or by law. 9.7 Severability. If any provision of this Agreement is held 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. 9.8 Independent Contractors. The Business and the University are independent contractors 8  and the relationship between the Parties under this Agreement does not constitute a partnership, joint venture or agency of any kind. Neither Party is an agent of the other Party. 9.9 Compliance with Law. This Agreement will be governed by and be construed and enforced in accordance with the laws of the State of Michigan. The State of Michigan will also be the venue for any litigation arising out of or relating to this Agreement. Notwithstanding any other provision of this Agreement, each Party will be separately responsible for compliance with all applicable federal, state, local and municipal ordinances, restrictions, regulations and laws, including nondiscrimination laws. This section includes without limitation 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 the Business may be considered a material breach of this Agreement. 9.10 Notices. All notices and other communications provided for hereunder will be in writing and will be mailed by first-class, registered or certified mail, postage paid, or delivered personally, or by overnight delivery service, with confirmation of receipt, addressed as follows: If to University: If to Business: OAKLAND UNIVERSITY [INSERT NAME AND ADDRESS] Attention: Attention: [INSERT ADDRESS] Either Party may change an address to which notices or communications will thereafter be sent by sending a written notice to the other Party. Notices sent by mail or overnight delivery service will be effective upon receipt, and notices given personally will be effective when delivered. 9.11 Entire Agreement; Amendment. This Agreement including the Recitals and any Exhibits attached hereto or referenced herein set forth all of the agreements and understandings between the Parties with respect to the subject matter hereof, and supersedes and terminates all contemporaneous and prior agreements and understandings between the Parties with respect to the subject matter hereof. Except as expressly set forth in this Agreement, no subsequent amendment, modification or addition to this Agreement will be binding upon the Parties unless reduced to writing and signed by the respective authorized officers of the Parties. 9.12 Headings. The headings used in this Agreement are provided for convenience of reference only and have no meaning. 9.13 Counterparts. This 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. IN WITNESS WHEREOF, the Parties have executed this Agreement. OAKLAND UNIVERSITY BUSINESS 9 By: By: Name: Name: Title: Title: Date: Date: 10