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Local Development Finance Authority

Regular Meeting

Sterling Heights, MI · October 12, 2020

AgendaMinutes

Minutes

CITY OF STERLING HEIGHTS LOCAL DEVELOPMENT FINANCE AUTHORITY Approved MINUTES OF THE SPECIAL MEETING October 12, 2020 – 8:00 a.m. 6633 18 Mile Road, Sterling Heights, MI 48314 586-884-9322 VideoConference and TeleConference Phil Hunsberger called the meeting to order at 8:02 a.m. Pledge of Allegiance Members present at roll call: Bill Holbrook, Phil Hunsberger, Elise Johnson, Laurel Johnson, Dominic Patrus, Steve Pomaville, Jeanne Schabath-Lewis, Howard Sizemore Members absent: Ellanore Evans, Josh Hundt, John Lettang, Robert Ljucovic, Camille Silda, Jill Tomyn Also in attendance: Luke Bonner, CEO Bonner Advisory Group, Senior Economic Development Advisor – City of Sterling Heights; Marc Kaszubski, City Attorney – O’Reilly Rancilio PC; Kathryn Quell, Management Services Specialist – City of Sterling Heights; Alchemist Ventures – Patrick Wearn, Patty Lopez, Tyler Swift Motion to Approve the Agenda Moved by L. Johnson, supported by Pomaville, to approve the agenda as presented. Ayes: All Nays: None Motion carried. Motion to Approve the CONSENT AGENDA as presented Moved by Patrus, supported by Holbrook, to approve the Consent Agenda as presented. A. To approve the minutes of the Regular Meeting of September 3, 2020. Ayes: All Nays: None Motion carried. New Business To consider contract for Entrepreneurial Services Programming with Alchemist Ventures. Mr. Bonner stated that a contract for Entrepreneurial Services Programming is being presented to the LDFA Board. The contract is in the amount of $450,000. Metrics will be measured in ten areas: Velocity Support Services, Start-up Ecosystem, Commercialization & Start-Up Success Path, Technology Development, Community Partnership, Marketing, Public Relations, Event Programming (Tech scouting initiatives), Data Reporting & Analytics, and Talent Development. Each of these metrics is described in Appendix A: Expanded Services. Appendix B measures the activity to support the overall program. There is an opportunity to terminate the contract with a 60-day notice. Mr. Hunsberger inquired how this contract amount compares to OU’s contract. Mr. Bonner stated that OU was paid $385,000 last fiscal year and the increase in price is based on programming. Mr. Pomaville inquired how will performance be reviewed and evaluated. Mr. Bonner stated that Alchemist Ventures will be giving regular updates to the LDFA Board as well as regular meetings with city administration. Mr. Hunsberger inquired if the MEDC has any thoughts or endorsement of Alchemist Ventures. Mr. Bonner responded that Alchemist Ventures has maintained communication with MEDC leadership in regards to programming. An onboarding meeting was held last Wednesday between the MEDC and Alchemist Ventures to discuss programming and expectations and Alchemist Ventures understands reporting and available funding. Moved by L. Johnson, supported by Pomaville, to approve the contract for Entrepreneurial Services Programming with Alchemist Venutures. Ayes: All Nays: None Motion carried. To consider Higher Education Agreement between the LDFA and Oakland University. Mr. Bonner presented that Oakland University, MEDC and Alchemist Ventures met. The current Amended and Restated LDFA Plan acknowledges Oakland University as partner. Oakland University still wants to be a partner. The affiliated agreement was sent to Oakland University and changes in the agreement have been accepted by both sides. The agreement offers Oakland Unviersity opportunity based on how the program develops. Oakland University has requested an outreach office at Velocity. Mr. Hunsberger inquired about the Cyber Range. Mr. Bonner stated that Oakland University outfitted the Cyber Range and has removed all of the hardware. The Cyber Range is technology capable, just needs to be restarted. Mr. Hunsberger inquired if there will be any monetary payments to Oakland University. Mr. Bonner stated no. Moved by Pomaville, supported by Patrus, to approve the Higher Education Agreement between the LDFA and Oakland University. Ayes: All Nays: None Motion carried. To consider Higher Education Agreement between the LDFA and Macomb Community College contingent upon approval from the Michigan Economic Development Corporation. Mr. Bonner stated that the agreement between the LDFA and Macomb Community College is fundamentally the same as the one with Oakland University. The MEDC is checking if this agreement would require an additional amendment to the current Plan. Mr. Bonner stated that having an agreement with both, Oakland University and Macomb Community College, allows a wide range of assets for the greater benefit of the region. Both, Oakland University and Macomb Community College, are aware of each other as a partner. Mr. Bonner stated that you can have multiple higher education partners. Moved by Pomaville, supported by Holbrook, to approve the Higher Education Agreement between the LDFA and Macomb Community College contingent upon approval from the Michigan Economic Development Corporation. Ayes: All Nays: None Motion carried. To consider the purchase of equipment and services necessary to support programming requirements for Velocity. Costs include the purchase of furniture, flooring, repair and painting of the building due to the transition of a new service provider. Costs not to exceed $400,000. Ms. Quell stated that due to the transition of a new service provider, the building requires repair and replacement of furniture and equipment as well as structurally – painting, flooring. The current budget did not allocate funds from the tax capture for any specific program. With the onboarding of a new service provider, Ms. Quell is requesting that funding of Velocity improvements be the focus of this year’s budget. Ms. Quell is requesting that the Board approve an amount not to exceed $400,000 for the support of new programming and the repair of the building. Moved by Patrus, supported by Schabath-Lewis, to approve the purchase of equipment and services necessary to support programming requirements for Velocity. Costs include the purchase of furniture, flooring, repair and painting of the building due to the transition of a new service provider. Costs not to exceed $400,000. Ayes: All Nays: None Motion carried. Old Business Public Comment None Adjournment Moved by L. Johnson, supported by Patrus to adjourn. Ayes: All Nays: None Motion carried. The meeting adjourned at 8:41 am. Kq Minutes Approved 10/12/2020 John Lettang

Agenda

CITY OF STERLING HEIGHTS Special Meeting of the LOCAL DEVELOPMENT FINANCE AUTHORITY October 12, 2020 8:00 AM The LDFA is conducting its meeting on October 12, 2020 by telephone conference in accordance with Gov. Gretchen Whitmer’s Executive Order No. 2020-75. This notice is required by Executive Order No. 2020-15 to ensure that those wishing to participate in this meeting have the opportunity to do so. This meeting will take place at 8:00 a.m., on October 12, 2020 by Zoom videoconference and teleconference. To access the meeting, members of the public must dial in using the following telephone conference number: Dial In: _1-929-205-6099________ . When prompted, enter the following Meeting ID Number: __565 364 1180___________ and passcode 421860. All pubic participants wishing to participate by telephone will be placed on hold in a virtual “waiting room” until the meeting starts (8:00 a.m.). All members of the public will be muted during the business portion of the meeting. Those wishing to participate in Public Comment will then be recognized by the Chair and asked whether that person has a comment at that time. When prompted, you should indicate your desire to address the LDFA Board and be recognized by the Chair. Please be advised that there could be delays based on the number of calls received. Members of the public will be afforded three (3) minutes each to address the LDFA Board under Public Comment. The Chair, with LDFA Board approval, may shorten this time in order to provide all members of the public a reasonable opportunity to speak. As always, residents are encouraged to email any questions they may have on any agenda item to the LDFA at cityhall@sterling-heights.net. MEETING CALLED TO ORDER PLEDGE OF ALLEGIANCE ROLL CALL APPROVAL OF AGENDA CONSENT AGENDA A. September 3, 2020 Regular Minutes NEW BUSINESS 1. To consider contract for Entrepreneurial Services Programming with Alchemist Ventures. 2. To consider Higher Education Agreement between the LDFA and Oakland University. 3. To consider the Higher Education Agreement between the LDFA and Macomb Community College contingent upon approval from the Michigan Economic Development Corporation. 4. To consider the purchase of equipment and services necessary to support programming requirements for Velocity. Costs include the purchase of furniture, flooring, repair and painting of the building due to the transition of a new service provider. Costs not to exceed $400,000. OLD BUSINESS PUBLIC COMMENT ADJOURNMENT The LDFA will provide necessary reasonable auxiliary aids and services to individuals with disabilities at the meeting upon 7 days notice to Community Relations Department at 446-CITY. CITY OF STERLING HEIGHTS LOCAL DEVELOPMENT FINANCE AUTHORITY Draft MINUTES OF THE SPECIAL MEETING September 3, 2020 – 8:00 a.m. 6633 18 Mile Road, Sterling Heights, MI 48314 586-884-9322 Velocity Building Phil Hunsberger called the meeting to order at 8:01 a.m. Pledge of Allegiance Members present at roll call: Bill Holbrook, Josh Hundt, Phil Hunsberger, Elise Johnson, Laurel Johnson, John Lettang, Dominic Patrus, Steve Pomaville, Jeanne Schabath-Lewis, Camille Silda, Howard Sizemore, Jill Tomyn Members absent: Ellanore Evans, Robert Ljucovic Also in attendance: Luke Bonner, CEO Bonner Advisory Group, Senior Economic Development Advisor – City of Sterling Heights; Jason Castor, City Development Director – City of Sterling Heights; Kathryn Quell, Management Services Specialist – City of Sterling Heights Motion to Approve the Agenda Moved by Silda, supported by Patrus, to approve the agenda as presented. Ayes: All Nays: None Motion carried. Motion to Approve the CONSENT AGENDA as presented Moved by Lettang, supported by Pomaville, to approve the Consent Agenda as presented. Ayes: All Nays: None Motion carried. New Business Presentations for SmartZone Entrepreneurial Services Provider Oakland University (8:10 – 8:30am) Alchemist Ventures (8:30 – 8:50am) Motion to approve city staff recommendation for Entrepreneurial Services Provider and proceed with contract negotiations with Alchemist Ventures. Moved by Pomaville, supported by Patrus, to approve city staff recommendation for Entrepreneurial Services Provider and proceed with contract negotiations with Alchemist Ventures. Ayes: All Nays: None Motion carried. Old Business Public Comment None Adjournment Moved by Johnson, supported by Tomyn to adjourn. Ayes: All Nays: None Motion carried. The meeting adjourned at 9:15 am. Kq Business of the LDFA Sterling Heights, Michigan Item No: Meeting: 10-12-20 LDFA AGENDA STATEMENT OMB AS03 Rev. 11/04 Item Title: Entrepreneurial Services Contract Approval Submitted By: Luke Bonner, Senior Economic Development Advisor Contact /Telephone: Luke Bonner 734-846-9746 Administration (initial as applicable) Attachments City Clerk x Resolution Minutes Finance & Budget Director Ordinance Plan/Map City Attorney (as to legal form) Contract Other City Manager  Check box if this agenda item requires billing/revenue collection (fees, etc.) by Treasury Office Executive Summary: Alchemist Ventures and will operate an entrepreneurial services program for the purposes of commercializing technology and fostering the growth of new, technology-based businesses within the City and the surrounding Macomb County community. The “Velocity Center Incubator, Powered by Alchemist Ventures” will strive to foster an environment of entrepreneurship, innovation, and collaboration to support the launch of high-technology endeavors while assisting in the growth of existing companies predominantly in the areas of Manufacturing, Engineering and Technology. The Authority shall commit no less than $450,000.00 to support the programs and cost of services to be provided by the Alchemist Ventures as identified in this Agreement for the 2021-2022 fiscal year, effective from October 1, 2020 to September 30, 2021. Thereafter, the Parties’ representatives shall meet annually and confer with respect to the anticipated amount of Tax Increment Revenue expected to become available to fund Alchemist Ventures Services to develop the next fiscal year’s annual “Proposed Budget.” Payment is to be $450,000 to be paid 50% two weeks after the contract is finalized at a value of $225,000 and on a monthly basis at the rate of $18,750 per month. Alchemist Ventures will retain and maintain sufficient staffing to promote and operate the “Velocity Center Incubator, Powered by Alchemist Ventures” programming, in which programs will be designed to meet the Activity-Based Metrics. This Agreement may be terminated by either Party for any reason, or no reason at all, after delivery of sixty (60) days written notice to the other Party. After the termination is effective, each Party shall make a final settlement of any outstanding financial obligations, if any, owed to the other Party within sixty (60) days of the effective date of the termination. Suggested Action: MOVED BY: SECONDED BY: RESOLVED, to accept contract prepared by city staff for Entrepreneurial Services Programming with Alchemist Ventures. PROGRAM SERVICING AGREEMENT This Program Servicing Agreement (“Agreement”), dated September 2020, is between the City of Sterling Heights Local Development Finance Authority (“Authority”) and Alchemist Ventures, LLC (Program Provider) RECITALS A. The Michigan Legislature enacted Public Act 248 of 2000 to amend 1986 PA 281 to promote the development of high technology businesses throughout the State of Michigan (“Act”); B. The Michigan Economic Development Corporation (“MEDC”) was authorized by Public Act 105 of 2008 to designate three additional Certified Technology Parks within the State of Michigan by December 31, 2008; C. On December 30, 2008, the MEDC, the City of Sterling Heights (“City”), and the Authority entered into the Sterling Heights SmartZone Agreement, as permitted under Section 12a(3) of the Act, for the designation of an Authority District to be subsequently identified as a SmartZone and to establish the terms and conditions of that designation (“Sterling Heights SmartZone”); D. All Tax Increment Revenues received by the Authority from the Sterling Heights SmartZone may be expended by the Authority for all purposes and in those amounts authorized under the Act and the approved Tax Increment Financing Plan (“TIFP”); E. Alchemist Ventures, LLC acknowledges the overall mission of the Sterling Heights SmartZone and all related services, programs, and events conducted therein, is to promote the incubation of early stage companies and related local job creation among technology-based entrepreneurial and newly formed companies, and the Authority’s desire to expand the tax base within the geographic boundaries of the Authority District. In furtherance of these missions, Alchemist Ventures and will operate an entrepreneurial services program for the purposes of commercializing technology and fostering the growth of new, technology- based businesses within the City and the surrounding Macomb County community. The “Velocity Center Incubator, Powered by Alchemist Ventures” will strive to foster an environment of entrepreneurship, innovation, and collaboration to support the launch of high- technology endeavors while assisting in the growth of existing companies predominantly in the areas of Manufacturing, Engineering and Technology. F. On September 3 2020, the Authority, approved Alchemist Ventures as the new Entrepreneurial Services provider or the Sterling Heights SmartZone and authorized a Contract Services Agreement, whereby the Authority engaged Alchemist Ventures to operate the day-to-day functions of the “Velocity Center Incubator, Powered by Alchemist Ventures”, and develop and implement programs designed to foster the use of the “Velocity Center Incubator, Powered by Alchemist Ventures” with the consultation and guidance of the Authority. G. Alchemist Ventures has established programs for the development of high- technology enterprises by providing technology and business programs consistent with the Act that include without limitation providing clients with: non-exclusive access to meeting facilities; opportunities for assistance in connection with business development, obtaining financing and capital, and commercialization of technology; opportunities for involvement in educational and research activities that include without limitation access to various university and research and development institutes and centers, research support, and gain access to student interns; H. As a result of the collaboration between the Alchemist Ventures and Authority, the “Velocity Center Incubator, Powered by Alchemist Ventures” will implement programs designed to promote outreach and solutions to meet the business-development needs for local enterprises utilizing their expertise in collaboration with other resources including universities, colleges, research institutions; Now therefore, Alchemist Ventures and Authority agree as follows: 1. Entrepreneurial Services - Alchemist Ventures will continue to operate the “Velocity Center Incubator, Powered by Alchemist Ventures” programs for the Authority with appropriately budgeted Tax Increment Revenues and revenues from grants and other sources received from the Authority to the extent that there are sufficient revenues to permit the Alchemist Ventures to perform, after Operating Costs of the “Velocity Center Incubator, Powered by Alchemist Ventures” are paid, the following services: (a) Ensure that no Tax Increment Revenue proceeds are used to fund the costs of direct subsidies, programs or services provided to or for tenants or clients such as research, stipends or grants, employee compensation subsidies, or grant proposal assistance. (b) Partner with the Authority to develop and implement strategies to facilitate the commercialization of technologies in the Sterling Heights SmartZone, as outlined in the SmartZone Plan, including those strategies identified on Appendices A. (c) Partner with the Authority to develop high technology activities located within the Sterling Heights SmartZone. (d) Develop and implement programs designed to foster the use of the “Velocity Center Incubator, Powered by Alchemist Ventures”, such as by: (i) Using best efforts to identify and provide the City’s Building Coordinator with leads for tenants to lease space within the “Velocity Center Incubator, Powered by Alchemist Ventures” building and coworking space. (ii) Using best efforts to identify and provide the City’s Coordinator with leads for “virtual tenants” to lease mailboxes within the “Velocity Center Incubator, Powered by Alchemist Ventures” building, and provide for occasional use of conference facilities. (iii) Providing expert commercialization business development assistance to tenant, affiliate and accelerator client companies within the “Velocity Center Incubator, Powered by Alchemist Ventures”; (iv) Conducting periodic business forums on commercialization resources regional entrepreneurs, with special promotion of the “Velocity Center Incubator, Powered by Alchemist Ventures”; (v) Provide a single point of contact to expedite the process of identifying and coordinating “Velocity Center Incubator, Powered by Alchemist Ventures” resources with other Affiliated Parties; (vi) Facilitate access to the Alchemist Venture’s, with emphasis on actively engaging in collaboration within the “Velocity Center Incubator, Powered by Alchemist Ventures”; (vii) Provide information on relevant technologies; and (viii) Identify and engage resources, area corporate community support and volunteer executive mentors, and establish priorities for providing coordinated assistance with “Velocity Center Incubator, Powered by Alchemist Ventures” tenants. (ix) Use best efforts to meet or exceed the Activity-Based Metrics identified on Appendix B, which may be reviewed and, upon mutual agreement, adjusted annually by the Parties to meet the goals set for the “Velocity Center Incubator, Powered by Alchemist Ventures”. (f) Provide, or cause to be provided to, the Authority and the MEDC periodic reports at least twice a year containing the following information: (i) A summary of the Sterling Heights SmartZone operations with the data points that are required to be reported to the MEDC from time-to-time, such as, number of businesses assisted, number of businesses locating or expanding in the Sterling Heights SmartZone, number of jobs created/retained, number of on-going and completed research projects, number of on-going and completed commercialization projects, and amount of investments in the Sterling Heights SmartZone, and similar information for activity of the “Velocity Center Incubator, Powered by Alchemist Ventures”; (ii) With support of the City finance department the use of the Authority’s Tax Increment Revenues during the Authority’s prior fiscal year; (iii) Assist the City to identify and report the proposed use of the Authority’s Tax Increment Revenues for the Authority’s next fiscal year; (iv) Provide detailed metric reporting as depicted on Appendix B. (v) Such other information as Alchemist Ventures may develop or encounter relating to companies in Macomb County which may be potential tenants of the “Velocity Center Incubator, Powered by Alchemist Ventures” building or clients users of the “Velocity Center Incubator, Powered by Alchemist Ventures”. (g) Participate in the activities of the Statewide SmartZone Council. (h) Attend regularly scheduled Authority Board meetings (i) Provide an update to the Authority’s Board on a quarterly basis including, but not limited to, a report on status of all Metrics identified on Appendix B. (j) Weekly strategy meetings with city administration Alchemist Ventures shall continue to provide these services in a professional manner consistent with guidelines set forth the Principles and Best Practices of Successful Business Incubation developed by the International Business Innovation Association and in accordance with this Agreement. 2. Program Support. Alchemist Ventures will retain and maintain sufficient staffing to promote and operate the “Velocity Center Incubator, Powered by Alchemist Ventures” programming, in which programs will be designed to meet the Activity-Based Metrics on Appendix B. The management of the reception area will be performed by Alchemist Ventures and will include but is not limited to; scheduling, servicing, publicizing training and educational events, networking events, and other events related to business development, business education, or business-to-business promotion in Macomb County; and collecting fees relating to such activities. All accommodations required by entities renting the space for the aforementioned events will be managed by the City’s Building Coordinator; general lobby areas or main points of entry will be staffed by the City’s Building Coordinator through interns, part-time staff, or full-time staff, to answer phones, greet visitors, view event calendars for additional event scheduling etc, in cooperation with Alchemist Ventures. 3. Budgeting. The Authority will annually commit “Tax Increment Revenue” (made up of state and local school capture) for the operation of programs by “Velocity Center Incubator, Powered by Alchemist Ventures”. The Authority shall commit no less than $450,000.00 to support the programs and cost of services to be provided by the Alchemist Ventures as identified in this Agreement for the 2021-2022 fiscal year, effective from October 1, 2020 to September 30, 2021. Thereafter, the Parties’ representatives shall meet annually and confer with respect to the anticipated amount of Tax Increment Revenue expected to become available to fund Alchemist Ventures Services to develop the next fiscal year’s annual “Proposed Budget.” Payment is to be $450,000 to be paid 50% two weeks after the contract is finalized at a value of $225,000 and on a monthly basis at the rate of $18,750 per month. First payment will be made on October 15, 2020. Alchemist Ventures shall invoice the LDFA on a monthly basis, thereafter, based upon the fiscal year’s annual budget, in equal installments, not later than the 20th day of each month to coincide with the City of Sterling Heights monthly billing cycle. Alchemist Ventures shall provide the Authority with a list of Services to be performed within a Proposed Budget for the next fiscal year by February 15 th, 2021. The Proposed Budget shall include the amount requested from the Authority for Alchemist Ventures Services, as well as a statement that the Proposed Budget, if approved, will provide sufficient funds for Alchemist Ventures to deliver the Alchemist Ventures Services identified as part of the Proposed Budget. The Proposed Budget shall be subject to approval by both the Authority and City Council of the City (“City Counsel”). Said Proposed Budget shall be submitted annually by Alchemist Ventures for consideration by the Authority and City Council by September 1 of each year. If the funding is reduced in the following fiscal year, then the Authority and Alchemist Ventures will confer to prioritize and reduce or cease any ongoing Alchemist Ventures Services to best serve the needs of the “Velocity Center Incubator, Powered by Alchemist Ventures”. In no event will Alchemist Ventures be obligated to perform or subsidize any services, for the Authority, the City, or the “Velocity Center Incubator, Powered by Alchemist Ventures”, that are not fully budgeted for by the Authority. In addition, the Authority and/or the City may also designate special funding restricted to special projects. MISCELLANEOUS 1. Entire Agreement. This Agreement sets forth the entire agreement between the Parties and replaces and supersedes all prior agreements or understandings between the Parties regarding the subject matter herein, and specifically replaces and supersedes any previous arrangements the City and/or Sterling Heights LDFA had in place with regards to entrepreneurial services, and technology incubation within the Sterling Heights SmartZone building located at 6633 18 Mile Road, Sterling Heights, MI 48314. 2. Term. The agreement shall be in full effect for 12 months, and shall automatically renew, unless or until otherwise terminated pursuant to Section 12, below. 3. Severability of Provisions. If any provision of this Agreement, or its application to any Party or circumstance, is invalid or unenforceable, the remainder of this Agreement and the application of that provision to other Parties or circumstances is not affected but will be enforced to the extent permitted by law. 4. Governing Law. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. 5. Captions. The captions, headings, and titles in this Agreement are intended for the convenience of the reader and not intended to have any substantive meaning or to be interpreted as part of this Agreement. 6. Jurisdiction and Venue. Any disputes between the Parties over the meaning, interpretation, or implementation of the terms, covenants or conditions of this Agreement that cannot be resolved by informal discussions between the Parties conducted in good faith, may be submitted to the appropriate courts of the State of Michigan. 7. Amendment. This Agreement may be amended, or an alternative form of the Agreement adopted only upon written agreement of the Parties. 8. Independent Contractors. The Parties agree that at all times and for all purposes under the terms of this Agreement each Party’s relationship to any other Party is that of an independent contractor. Each Party will be solely responsible for the acts of its own employees, agents, and servants. No liability, right, or benefit arising out of any employer/employee relationship, either express or implied, shall arise or accrue to any Party as a result of this Agreement. 9. Counterpart Signatures. This Agreement may be signed in counterparts. The counterparts taken together shall constitute a single instrument and agreement. 10. No Waiver. No waiver by any Party of any breach of obligations, agreements or covenants herein will be a waiver of any subsequent breach of any obligation, agreement or covenant, nor will any forbearance by any Party to seek a remedy for any breach by another Party to this Agreement be a waiver of any rights or remedies with respect to such or any subsequent breach, nor will any express waiver by any Party be deemed to apply to any other existing or subsequent right to remedy any default by another Party to this Agreement. No waiver by a Party of any default or breach by another Party to this Agreement in the performance of any of the covenants or obligations under this Agreement can be deemed to have been made by a Party unless contained in a writing executed by an authorized representative of the waiving Party. No Party waives any immunity, governmental or otherwise, provided by law. 11. Termination. This Agreement will terminate by the first to occur of the following: (a) An action, other than one caused by an event of default, by any of the following means that voids, suspends, terminates or revokes the approval by MEDC of the Authority District as the area in which the Authority may establish a SmartZone or the authorization for the Authority to capture and use Tax Increment Revenues to support the University services; (b) Court order; (c) Any ruling, bulletin, order, administrative or executive decision of the State of Michigan , State of Michigan Tax Commission, any State of Michigan official, or State of Michigan commission, authority, body or employee with authority to make such determination or take such action; (d) State or federal legislative action; (e) The involuntary dissolution or liquidation of the Authority; (f) The termination for cause of the Sterling Heights SmartZone Agreement by the MEDC and the local representatives; (g) This Agreement may be terminated by either Party for any reason, or no reason at all, after delivery of sixty (60) days written notice to the other Party. After the termination is effective, each Party shall make a final settlement of any outstanding financial obligations, if any, owed to the other Party within sixty (60) days of the effective date of the termination. The Parties have executed this Agreement by their duly authorized representatives as of the Amended and Restated Affiliated Party Agreement Date. [SIGNATURES ON FOLLOWING PAGE] CITY OF STERLING HEIGHTS LOCAL DEVELOPMENT FINANCE AUTHORITY By: Its: Chairperson By: Its: Secretary Date: , 2020 ALCHEMIST VENTURES, LLC By: Patrick Wearn Its: CEO/Founder Date: , 2020 A. COMMUNITY SERVICE AND ENGAGEMENT Offering #1 – Velocity Support Services • Administrate Management and events of the Element Co-Working Space at the Velocity SmartZone Center • Perform as technology scouts to identify potential innovators that need a potential land spot at the Velocity Collaboration Center • Create a presence at related seminars and events • Enhance and fortify relationships amongst Velocity tenants when appropriate • Identify and secure state, local, or federal grant programs when applicable Offering #2 – Start-up Ecosystem ● Evaluate the business innovation ecosystem in Macomb County by partnering with City and other related entities on an event known as Manufacturing Engage. • Engage business and political leaders and educate on the importance of creating an mindset of support for entrepreneurship in Macomb County Offering #3 – Commercialization & Start-up Success Path • Accelerate the Commercialization Path for Small Business Innovation • Conduct feasibility studies • Facilitate entrepreneurial training, ‘bootcamp’, and mentorship programs • Build roadmap of what the entrepreneurship platform in Michigan looks like now • Catalog a network of business resources and statistics #4 – Technology Development • Serve as a Bridge to Encourage Dual-Use Technology • Work with universities to align their research and development priorities with Sterling Heights Velocity Center areas of interest and economic development goals • Build upon priorities of Defense, Automotive, and Aerospace industries to spur technologies for military and civilian uses to achieve economies of scale • Seed research that promotes dual-use technologies #5 – Community Partnership • Facilitate cross-industry partnerships, cross sector collaboration; promote easy and constant interaction among different industries to solve problems • Reach out to localized networks to build support for start-ups and entrepreneurs • Nurture innovation between entrepreneurs, inventors, engineers, investors, from different industries to apply their diverse perspectives to shared challenges; work to fill in the gap #6 – Marketing • Promote the City of Sterling Heights Velocity brand • Highlight the abundant initiatives taking place at the City of Sterling Heights Velocity Center • Velocity Center and company-related updates • Identify promotions and social campaigns • Create engaging, creative social content • Integrate social media activity into other marketing plans • Conduct monitoring and analytic activities to revise and adjust Offering #7 – Public Relations • Connect with global, national, and local media partners • Coordinate media interviews Offering #8 – Event Programming (How many of these do you really want to focus on, there is a lot here) • Tech scouting initiatives • Hackathons • Prize challenges • Problem solving events • Open space tech events in collaboration with GVSC • Investor round ups • Pitch days • Entrepreneurship workshops • Webinars • Tech Talks • STEM events • Gaming activities • Robotics challenge • Networking events • Meet the buyer • Open House • Automotive/Defense collaboration events • Media day Offering #9 – Data Reporting & Analytics • Data Collection and Analysis • Manage the MEDC Reporting requirements for the Sterling Heights SmartZone • Conduct a SOAR Analysis of Michigan’s innovation snapshot • Report on findings Offering #10 – Talent Development • Create an environment to expose students to real life business activities and opportunities • Develop talent and retain expertise APPENDIX B: Forecasting Annual Activity-Based Metrics 1. Annual Targeted Metrics a. Seminar and event participation = 12 annually (1 per month) b. Business and political leader engagement = 30 c. Entrepreneurial Boot Camps 4 annually (1 per quarter) d. Grant opportunities pursued =4 e. University engagement i. Hackathons = 4 ii. Entrepreneurial engagement = 6 f. Marketing i. Velocity Center updates = 12 ii. Social campaigns = 6 iii. Media engagement = 4 g. Events i. Prize challenges = 3 annually ii. Problem definition events = 6 annually iii. Networking events = 9 annually 1. Investors (3) 2. Hiring (3) 3. Partnerships (3) iv. Pitch Days (4) v. Tech Talks (6) II. Michigan Economic Development Corporation Metrics 1 A. Provide a copy of the State’s required report regarding their identified measures (may change from time to time) at the moment including measures like: 1. Square Footage of Public Infrastructure 2. Other MEDC High-Tech Assistance 3. Actual Private Investment 4. Other Investment 5. Actual Jobs Created 6. Actual Jobs Retained 7. Indirect Jobs 8. New Sales 9. Companies Created 10. Patents Applied For 11. Patents Issued III. Reporting Timeline A. Provide (paper report) of Annual Targeted Metrics to the City of Sterling Heights and/or Macomb County = every six months B. Present results and featured local companies to the Sterling Heights Local Development Finance Authority = every quarter 2 Business of the LDFA Sterling Heights, Michigan Item No: Meeting: 10-12-20 LDFA AGENDA STATEMENT OMB AS03 Rev. 11/04 Item Title: Approval of Higher Education SmartZone Agreement with Oakland University Submitted By: Luke Bonner, Senior Economic Development Advisor Contact /Telephone: Luke Bonner 734-846-9746 Administration (initial as applicable) Attachments City Clerk x Resolution Minutes Finance & Budget Director Ordinance Plan/Map City Attorney (as to legal form) Contract Other City Manager  Check box if this agenda item requires billing/revenue collection (fees, etc.) by Treasury Office Executive Summary: The Sterling Heights LDFA is required to enter into an agreement with an institution of higher education to maintain a "certified technology park" pursuant to Public Act 57, which certified technology park is also referred to hereinafter as a "SmartZone," to permit the SH LDFA to capture certain tax increment revenues from taxes levied by the State, local school district and intermediate school district for a fifteen (15) year period Oakland University acknowledges the benefits to the University through its affiliation with the Sterling Heights SmartZone in Macomb County, including, but not limited to, the expansion of the University’s service footprint, marketing efforts in Macomb County, and its ability to provide more opportunities to its students, employees, and business entrepreneurs. Oakland University agrees to provide at least one of the following types of support, to the LDFA or SmartZone: a. Coordinate and provide access to laboratory and other facilities owned by or under control of the institution of higher education at times and costs mutually agreed upon. b. Facilitate access to faculty, staff, and students, for either paid or donated services at times and in a manner determined by the University. c. Explore opportunities on behalf of the institution of higher education related to the commercialization of research produced at the certified technology park. d. Identify a primary contact with an individual or office at Oakland University to facilitate relationships with the entrepreneurial community. e. If so desired by the University – establish an office for outreach purposes at the certified technology park at no cost to the University. Suggested Action: MOVED BY: SECONDED BY: RESOLVED, to approve the Higher Education Agreement between the LDFA and Oakland University. Business of the LDFA Sterling Heights, Michigan Item No: Meeting: 10-12-20 LDFA AGENDA STATEMENT OMB AS03 Rev. 11/04 Item Title: Approval of Higher Education SmartZone Agreement with Macomb Community College Submitted By: Luke Bonner, Senior Economic Development Advisor Contact /Telephone: Luke Bonner 734-846-9746 Administration (initial as applicable) Attachments City Clerk x Resolution Minutes Finance & Budget Director Ordinance Plan/Map City Attorney (as to legal form) Contract Other City Manager  Check box if this agenda item requires billing/revenue collection (fees, etc.) by Treasury Office Executive Summary: The Sterling Heights LDFA is required to enter into an agreement with an institution of higher education to maintain a "certified technology park" pursuant to Public Act 57, which certified technology park is also referred to hereinafter as a "SmartZone," to permit the SH LDFA to capture certain tax increment revenues from taxes levied by the State, local school district and intermediate school district for a fifteen (15) year period. The LDFA is capable of having multiple partners of higher education and seeks to formalize a partnership with Macomb Community College the local institution of higher learning for the overall benefit of the region. The Center for Innovation and Entrepreneurship offers ongoing services and resources to encourage new ideas and new business growth in Macomb County. These services are supported by Macomb Community College as part of its commitment to workforce and economic development in the region and is in complete alignment with the mission of the LDFA. At the College’s discretion, provide support that may or may not include: a. Coordinate and provide access to laboratory and other facilities owned by or under control of the institution of higher education. b. Donations of services. c. Financial commitments. d. Facilitate access to faculty, staff, and students. e. Opportunities for adjunct faculty and other types of staff arrangements or affiliations. f. Work with, and provide input to, the SHLDFA and its Affiliated Service Provider(s) to develop and implement Business Incubator strategies to facilitate the commercialization of technologies in the Sterling Heights Smart Zone, as outlined in the SmartZone Plan. g. The College shall determine whether, when, and to what extent, it will provide any of the types of support listed above. Suggested Action: MOVED BY: SECONDED BY: RESOLVED, to approve the Higher Education Agreement between the LDFA and Macomb Community College contingent upon approval from the Michigan Economic Development Corporation.

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