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MEMORANDUM OF AGREEMENT

between

OAKLAND COMMUNITY COLLEGE

and

VENDOR

This Agreement is made between Oakland Community College, a non-profit constitutional corporation (“College”), and Vendor (“Company”), acting as an independent agent and not as an employee of the College, whose business address is XXXX, to furnish certain items/services as described in Company’s proposal dated XXXX. The following shall be observed:

1. DESCRIPTION OF WORK TO BE PROVIDED

Company agrees to perform the professional services described in the College’s Request for Proposal and this Agreement to the satisfaction of the College and with the standard of professional care and skill customarily provided in the performance of such services.

2. SCOPE OF WORK TO BE PROVIDED

Company will provide XXXXX.

3. REPORTING

In performing services under this Agreement, Company shall report to XXXX.

4. PERIOD OF SERVICE AND TERMINATION

The period of service shall be from XXXX through XXXX, except as otherwise agreed to in writing by OCC. This agreement includes an option to renew for two additional twelve (12) month increments upon mutual agreement of the College and the Provider. Therefore, this agreement has the potential to span a sixty (60) month period. Either party may terminate this agreement at any time w/o cause with forty-five (45) days prior written notice. This Agreement may also be terminated for breach of any of the terms and conditions of the referenced documents of this Agreement if such breach is not cured within ten business (10) days after receiving written notice of the breach.

5. FEES AND OTHER COSTS

The College will pay fees to the Company for services performed under this Agreement as follows:

a. The College will pay fees to the Company for services performed under this Agreement as follows:

Pricing based upon Company’s proposal dated XXXX OR Professional services fee is not to exceed $XXXX.

b. Travel expenses must be itemized separately; actual and reasonable expenses according to College policy relating to travel expenses will be reimbursed with Company’s invoice.

Expenses of this nature,if any, are included in the total fee identified above.

____ Please check if expenses will be included in the total fee identified above.

c. Payment will be made thirty (30) days after receipt of an invoice from Company to Oakland Community College. Invoices can be emailed to Accounts payable at invoices@oaklandcc.edu If email is not available, invoices can be mailed to Oakland Community College, Attn: Accounts Payable, 2900 Featherstone Road, Auburn Hills, Michigan 48326-2845.

d. All reimbursable expenses, such as supplies, photography, communication expenses and reproduction are not to exceed 10% of the total consulting fee and shall be billed at cost.

Expenses of this nature, if any, are included in the total fee identified above.

____ Please check if expenses will be included in the total fee identified above.

6. TAXES

The fees, expenses and costs payable under this Agreement include all applicable taxes and shall not be changed as the result of the Company's failure to include any applicable tax, or as a result of any change in the Company's tax liabilities.

7. AUDIT RIGHTS

For a period of at least three years following the date particular services are provided to the College under this Agreement, the Company shall maintain accounting records necessary to verify the basis for all charges billed to the College hereunder. College will have the right to request submission of such records upon at least seven (7) days prior written notice. Each party will bear its own costs and expenses in connection with such audit.

8. ASSIGNMENT

Company may not assign or transfer this Agreement or any interest or claim under this Agreement without prior written approval from an authorized representative of the College.

9. INDEPENDENT CONTRACTOR STATUS

It is expressly understood that Company is an independent contractor and not the agent, partner, or employee of the College. Company and Company’s workers are not employees of the College and are not entitled to tax withholding, Workers’ Compensation, unemployment compensation, or any employee benefits, statutory or otherwise. Company shall not have any authority to enter into any Contract or Agreement to bind the College and shall not represent to anyone that Company has such authority.

10. INDEMNIFICATION

Company agrees that any personal injury to Company or third parties or any property damage incurred in the course of the performance of services shall be the responsibility of the Company, except to the extent caused by the sole fault or negligence of the College.

Company shall indemnify, defend and hold harmless the College, its Board of Trustees, officers, employees, agents and students from and against any claims, direct costs, losses, damages, liabilities, expenses, demands and judgments, including court costs and attorney fees, which may arise out of Company’s performance of services as outlined herein, or which may arise out of the infringement of the copyright patent, or other proprietary rights of third parties.

11. COLLEGE POLICIES

a. Smoking is strictly prohibited on all College-owned or leased properties (including but not limited to campus grounds, parking areas, athletic fields, offices, classrooms, hallways, waiting rooms, restrooms, lunchrooms, elevators, meeting rooms and all community areas). This policy applies to all employees, vendors, contractors, students and the public and encompasses smoking and other use of tobacco products including, but not limited to, cigarettes, cigars, pipes, chewing tobacco, snuff and electronic cigarettes.

b. Company agrees its employees shall comply with all College policies in the performance of this contract including w/o limitation those addressing sexual misconduct, appropriate use of Information Technology and Company agrees to cooperate with the College in the investigation of any such alleged conduct by Company’s employees and/or agents.

12. INSURANCE POLICY

Commercial General and Umbrella Liability Insurance. Company shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000 each occurrence. If such CGL insurance contains a general aggregate limit, it shall be for an amount not less than twice the each-occurrence limit. CGL insurance shall be written on an occurrence form and shall cover liability arising from premises, operations, products-completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). Oakland Community College, its elected and appointed officials, employees, students, agents and volunteers: shall be included as an insured under the CGL, and under the commercial umbrella, if any and named on the certificate of insurance. The Company shall provide advance written notice to the College of any change in coverage. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to Oakland Community College. There shall be no endorsement or modification of the CGL to make it excess over other available insurance;

alternatively, if the CGL states that it is excess or pro rata, the policy shall be endorsed to be primary with respect to the additional insured. There shall be no endorsement or modification of the CGL limiting the scope of coverage for liability assumed under a contract.

Automobile and Umbrella Liability Insurance. Company shall maintain automobile liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of any auto (including owned, hired, and nonowned autos).

Workers Compensation Insurance. Company shall maintain workers compensation and employers liability insurance. The commercial umbrella and/or employers liability limits shall not be less than $1,000,000 each accident for bodily injury by accident or $1,000,000 each employee for bodily injury by disease.

Commercial Property Insurance. Company may, at its option, purchase business income, extra expense or similar coverage. In no event shall Oakland Community College be liable for any business interruption or other consequential loss sustained by Company, whether or not it is insured, even if such loss is caused by the negligence of Oakland Community College, its elected and appointed officials, employees, students, agents or volunteers. The Company may, at its option, purchase insurance to cover its personal property. In no event shall Oakland Community College be liable for any damage to or loss of personal property sustained by Company, whether or not it is insured, even if such loss is caused by the negligence of the College, its employees, officers, directors, or agents, its elected and appointed officials, students, agents or volunteers.

Evidence of Insurance. Prior to beginning work under the contract, Company shall furnish Oakland Community College with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth above. All certificates shall provide for written notice to College’s Purchasing Dept. prior to the cancellation of any insurance referred to therein. Failure to furnish the required certificate or failure to maintain the required insurance may result in termination of the contract at Oakland Community College’s option. Any waiver of Company’s obligation to furnish such certificate or maintain such insurance must be in writing and signed by an authorized representative of Oakland Community College. Failure of Oakland Community College to demand such certificate or other evidence of full compliance with these insurance requirements or failure of Oakland Community College to identify a deficiency from evidence that is provided shall not be construed as a waiver of Company’s obligation to maintain such insurance, or as a waiver as to the enforcement of any of these provisions at a later date.

No Representation of Coverage Adequacy. By requiring insurance herein, Oakland Community College does not represent that coverage and limits will necessarily be adequate to protect the Company, and such coverage and limits shall not be deemed as a limitation on the Company's liability under the indemnities granted to Oakland Community College in this contract.

13. USE OF THE COLLEGE NAME AND MARKS

Company shall not use of the name of the College or any of its service marks, trademarks or tradenames without the prior written permission of an authorized representative of the College.

14. CONFLICT OF INTEREST

Company affirms that to the best of its knowledge, there exists no actual or potential conflict between Company and College, and its services under this Agreement, and in the event of change in either its private interests or service under this Agreement, Company will inform the College regarding possible conflict of interest which may arise as a result of such change. Company also affirms that there exists no actual or potential conflict between a College employee (permanent or temporary) and Company.

15. AFFIRMATIVE ACTION

Company certifies that it is an equal opportunity employer and that, during the performance of this contract, it will comply with Federal Executive Order 11246, as amended, The Rehabilitation Act of l973, as amended, and the respective regulations thereunder, and the Michigan Civil Rights Act of l976 and all other applicable nondiscrimination and equal employment opportunity laws.

16. GENERAL PROVISIONS

a. Any notice to either party must be in writing signed by the party giving it, and shall be served either personally or by registered or certified mail addressed as follows:

To the College:

Vice Chancellor for Administrative Services 2900 Featherstone Rd.

Auburn Hills, MI 48326-2845

To Company:

or to such other addressee as may be later designated by written notice. All such notices shall be effective only when received by the addressee.

b. This Agreement and the College’s Request for Proposal (RFP No. XXXX), Attachment

A , Company’s response to RFP dated XXXX, and College’s purchase order constitutes the entire understanding between the parties with respect to the subject matter and may not be amended except by an Agreement signed by Company and an authorized representative of the College. In event of a conflict, the terms of the College’s RFP and Memorandum of Agreement shall govern. This Agreement may only be modified by written amendment executed by both parties.

c. The terms of this Agreement are severable such that if any term or provision is declared by a court of competent jurisdiction to be illegal, void, or unenforceable, the remainder of the provisions shall continue to be valid and enforceable.

d. This Agreement shall be governed by and construed under the laws of the State of

Michigan. Any claims, demands, or actions asserted against the College shall be brought in the Michigan Court of Claims. Company consents to the jurisdiction of the Oakland County Circuit Court for the State of Michigan with respect to any claims arising under this agreement.

e. Prior to initiating any legal action against the other party, the Parties shall attempt to resolve any disputes informally through facilitation with a mutually acceptable facilitator.

The Parties shall share equally the cost of the facilitator unless agreed otherwise during the facilitation process.

f. The paragraph headings in this Agreement are inserted for convenience only and shall not be construed to limit or modify the scope of any provision of this agreement.

g. The delay or failure of either party to exercise any of its rights under this Agreement for a breach shall not be deemed to be a waiver of such rights, nor shall the same be deemed to be a waiver of any subsequent breach, either of the same provision or otherwise.

For OAKLAND COMMUNITY COLLEGE

By: ___________________________________________________

Sarah Rowley, Director Purchasing and Auxiliary Services

Date: ___________________________________________________

For XXXXX

By: ___________________________________________________

Printed Name: ___________________________________________

Title: ____________________________________________________

Date: ____________________________________________________

Federal employer Identification Number: _____________________

Printed Name: ___________________________________________