MEMORANDUM OF UNDERSTANDING among CUYAHOGA COUNTY, OHIO I and THE CITY OF CLEVELAND and THE CLEVELAND FOUNDATION THIS Memorandum of Understanding (the is made and entered into on this L?Aiiay of r2 2019 (?Commencement Date?), among Cuyahoga County, Ohio a body corporate and politic and a political subdivision of the State of Ohio organized and existing under the Charter of Cuyahoga County effective January 1, 2010, as same may have been amended, modi?ed, and supplemented to the effective date hereof (the ?County?? and The City of Cleveland, a municipal corporation of the State of Ohio, acting and through its Director of Public Utilities 0r his authorized representative, Cleveland Public Power and the Cleveland Foundation an entity organized in accordance with Internal Revenue Code 501(c)(3). WHEREAS, the County, CPP, and CF (the ?Parties?) have a mutual interest in selecting a developer to establish a microgrid in the downtown area of the City of Cleveland; and WHEREAS, the Parties wish to memorialize their understanding in this MOU of the process by which the County will issue Requests for Quali?cations and Proposals and the subsequent scoring of bids received in response to said for the purpose of selecting a developer; and . WHEREAS, CF has agreed to provide the County with a grant in the amount of Two Hundred Thousand Dollars and zero cents (?Grant?) contingent on CF and the County entering into a separate Grant Agreement for the purposes of hiring Middough Inc. to provide the necessary services and resources for deveIOping and executing the RF and enable the Parties to evaluate responses thereto. Article 1. SCOPE AND TERM 1.1 Scope of Understanding. This MOU shall cover the Parties? general understanding of their respective roles during process. 1.2 Term. The term of this MOU shall begin on the Commencement Date and, unless earlier terminated at the option of any Party, end once a developer is selected at the conclusion of the process. Article 2. ROLES OF THE PARTIES 2.1 The Grant. Contingent on the County and CF entering into the Grant Agreement, the County will contract with Middough Inc. to produce and manage the process, which will enable the Parties to evaluate responses thereto. 2.2 Selection of Bidders. Once the contract between the County and Middough lnc. is in place, each Party may select a designee to be a part of the Committee Prior to releasing the the Committee will meet regularly to facilitate the drafting process by discussing the contents of the and any other matters Middough Inc. may bring to the Committee?s attention. Each Party will have two individuals score the bids that come in as a result of the RFP. All scores will be based on a common scoring rubric as will be defined in the RFP. All scores will have equal weight. Article 3. WITHDRAWAL 3.1 The Parties acknowledge that any Party may withdraw its participation from the activities described herein at any time and for any reason. Article 4. MISCELLANEOUS 4.1 Correspondence. Whenever a Party wishes to communicate with another about a matter related to this MOU, such corresPondence may be addressed as follows: In the case of the County: Cuyahoga County Department of Sustainability 2079 East Street Cleveland, Ohio 44115 In the case of CPP: Cleveland Public Power 1300 Lakeside Avenue Cleveland, Ohio 44114 ATTN: Commissioner In the case of CF: The Cleveland Foundation 1422 Euclid Avenue, #1300 Cleveland, Ohio 44115 Any party may from time to time change its designated recipient or address by giving the other parties written notice of the new designated recipient or address and the date upon which it will become effective. IN WITNESS WHEREOF, the County, CF, and have executed this MOU on the Commencement Date. CUYAHOGA COUN .OHIO - Mike inlay, Direct of Sustainability Department of .ainabiIity Cuyahega Conn And THE CIT BY: . .. . - Re?ert?L. Davis Director, Depart mi of Public Utilities Ami THE CLEV LAND FOUNDATION BY: MM 6; Nm._e Ronald Ricki/at Title: F?de OED The legal form and. correctness Of this; MOU zshereby approved Law Department County eECuyahoga, Obie Directer ef?Law ElecuanIGSIgnamre .