Local Development Finance Authority

CITY OF STERLING HEIGHTS Regular Meeting of the LOCAL DEVELOPMENT FINANCE AUTHORITY 6633 18 Mile Road, Sterling Heights 586-884-9322 VELOCITY BUILDING April 19, 2022 8:00 AM MEETING CALLED TO ORDER PLEDGE OF ALLEGIANCE ROLL CALL APPROVAL OF AGENDA CONSENT AGENDA A. January 11, 2022 Special Meeting Minutes B. To approve the International Landing Zone (ILZ) Lease Agreement between Dumur USA, a wholly owned subsidiary of Dumur Industries and the Local Development Finance Authority (LDFA). C. To accept the proposal by Office Express (1280 E. Big Beaver Road, Troy, MI 48083) for the remodel of Velocity in the amount of $59,843.59 – Café, Conference Room, Reception – Furniture, Lighting, Flooring, Wallcovering NEW BUSINESS 1. To approve the 2022/2023 Budget Proposal for the Local Development Finance Authority (LDFA). 2. Update of Velocity Strategic Plan – April Boyle, Senior Entrpreneurship and Innovation Advisor. 3. To Consider the Consulting Agreement between the City of Sterling Heights Local Development Finance Authority and Down’s Diversity Initiatives LLC, a community and economic development consultancy specializing in program design and facilitation focused on real estate, entrpreneurship and workforce development.  4. To Consider the Consulting Agreement between the City of Sterling Heights Local Development Finance Authority and ReGroup Advisors, Inc. ReGroup Advisors will provide business and analysis and consulting services to The City of Sterling Heights – Local Development Finance Authority, 6633 18 ½ Mile Road, Sterling Heights, MI 48314. 5. To Consider the Consulting Agreement between the City of Sterling Heights Local Development Finance Authority and Hoyden Creative, a marketing and branding firm that will provide consulting services to The City of Sterling Heights – Local Development Finance Authority, 6633 18 ½ Mile Road, Sterling Heights, MI 48314. OLD BUSINESS PUBLIC COMMENT ADJOURNMENT  CITY OF STERLING HEIGHTS LOCAL DEVELOPMENT FINANCE AUTHORITY Draft MINUTES OF THE SPECIAL MEETING January 11, 2022 – 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 8:01 a.m. Pledge of Allegiance Members present at roll call: Dr. Michael Balsamo, Bill Holbrook, Phil Hunsberger, Laurel Johnson, Steve Pomaville, Jeanne Schabath-Lewis, Howard Sizemore, Jill Tomyn Members absent: Ellanore Evans, Josh Hundt, John Lettang, Robert Ljucovic, Dominic Patrus, Camille Silda 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; April Boyle, Senior Advisor for Entrepreneurship and Innovation; Randall Hudak – Nordicom Technologies; Brandon Pizzati – Nordicom Technologies Motion to Approve the Agenda Moved by Pomaville, supported by Tomyn, to approve the agenda as presented. Ayes: All Nays: None Motion carried. Motion to Approve the CONSENT AGENDA as presented Moved by Johnson, supported by Balsamo, to approve the Consent Agenda as presented. A. To approve the minutes of the Special Meeting of November 30, 2021. Ayes: All Nays: None Motion carried. New Business To consider The Strategic Planning Agreement between the City of Sterling Heights Local Development Finance Authority (LDFA) and Strategiz, LLC, a consultancy concentrated on assisting organizations in strategic planning, operational coaching, focus group facilitation and executive coaching and leadership development. Ms. Boyle stated that she has worked with Strategiz on various projects in the past. Ms. Boyle said that Strategiz is very thorough and their program is easy to follow. The timeline outlined in the Scope of Work is a 3 – 4 month process. A core planning team will be consisting of April Boyle, Luke Bonner, Kathryn Quell, Vicky Rowinski, Stacy Ziarko and possibly a representative from the college. Mr. Pomaville inquired if Kathryn or Luke has met Becky Davenport or Al Herbach. Ms. Quell responded that no, she has not. Mr. Pomaville inquired if Ms. Davenport and Mr. Herbach’s bios or resumes could be sent to the Board and in future proposals, that information be included. Mr. Pomaville asked Ms. Boyle if there will be other firms that she will be contracting with for work as well. Ms. Boyle stated that yes, she anticipates there will be and this will be determined based on the strategic plan created by Strategiz. Mr. Hunsberger inquired if there is money in the budget for these expenses. Ms. Quell stated that, in the current fiscal year, we had budgeted $450,000 for support services. With the termination of the Alchemist contract, there is $431,000 remaining. Ms. Boyle’s contract is $150,000, so a portion of the remaining money will be funding the Strategiz contract. Ms. Quell stated that the budget for the new fiscal year will be presented to the Board in February and will include anticipated spending in alignment with the plan from Strategiz. Moved by Balsamo, supported by Johnson to approve the Strategic Planning Agreement between the City of Sterling Heights Local Development Finance Authority and Strategiz, LLC, in the amount of $18,000. Ayes: All Nays: None Motion carried. To consider the Cloud Services Agreement between the City of Sterling Heights Local Development Finance Authority (LDFA) and Nordicom Technologies, Inc. Ms. Quell stated that the existing contracts for IP phone support, Internet provider, and managed infrastructure support have all reached maturity. Ms. Quell said that she has been working with Randall Hudak, of Nordicom Technologies, and already the building has seen vast improvement in the areas of: internet connection, streamlined IT closet, tenant IT issues, setting up Velocity dedicated email, transferring the domain of the website, printing, and conference room enhancements. Ms. Quell presented a letter of support from Steve Deon, IT Director, City of Sterling Heights, stating full support of the proposed services for IP phones, internet and managed support services. Mr. Hudak has been working with the City’s IT department for over five years and is very familiar with the infrastructure and how it relates to Velocity. Mr. Hudak stated the improvements that have been made at Velocity and the developing vision of continuing to bring the building to its IT potential. Mr. Hudak has segmented the tenants. He is planning long term goals to modernize the conference rooms and the phone system is tied to Microsoft 365, allowing for advanced technology. Moved by Schabath-Lewis, supported by Pomaville to approve the Cloud Services Agreement between the City of Sterling Heights Local Development Finance Authority (LDFA) and Nordicom Technologies, Inc.. Ayes: All Nays: None Motion carried. To consider the Internet Agreement between the City of Sterling Heights Local Development Finance Authority (LDFA) and Windstream Enterprise. Ms. Quell presented a spreadsheet of cost comparison with the three proposed Agreements for Cloud Service, Internet and Managed Services. Moved by Pomaville, supported by Balsamo to approve the Internet Agreement between the City of Sterling Heights Local Development Finance Authority (LDFA) and Windstream Enterprise. Ayes: All Nays: None Motion carried. To consider the Managed Infrastructure Service Agreement between the City of Sterling Heights Local Development Finance Authority (LDFA) and Nordicom Technologies, Inc. Ms. Quell stated that, since working with Randall from Nordicom Technologies, vast improvements have taken place. She said the response time and resolution time has been excellent. Ms. Quell stated that Randall has taken care of all work orders presented in a timely and professional manner. Moved by Lewis, supported by Johnson to approve the Managed Infrastructure Service Agreement between the City of Sterling Heights Local Development Finance Authority (LDFA) and Nordicom Technologies, Inc. Ayes: All Nays: None Motion carried. Old Business Ms. Quell stated that the tenant occupying space #2-I, known as UltraLevel, had a name change and will now be CloudSafe, with the same terms and Lease Agreement. Public Comment None Adjournment Moved by Balsamo, supported by Sizemore to adjourn. Ayes: All Nays: None Motion carried. The meeting adjourned at 8:30am  QUOTE Date: 4/18/2022 Rep: Steve Victory 1280 E. Big Beaver Road Troy, Michigan 48083 p. (877) 795-2600 Prepared For: Velocity f. (877) 792-8110 Project Name: Conference, Cafe Area, Wallcovering and Reception www.oexusa.com Sell Price Line # Qty. Product Sell Extended Cafe 1 4 Buzzispace BuzziFalls 220 cm $682.50 $2,730.00 Black Frame Black Cables (1) Pink 65 (1) Orange 66 (1) Lime 64 (1) Jeans 75 2 2 Buzzispace BuzziDonut Large D 120 cm $1,180.63 $2,361.26 Fixing system screw Aluminum cables BuzziFabric Orange 2012 3 2 Buzzispace BuzziMoon Light Small D 80 cm $2,191.25 $4,382.50 Fixing system screw Aluminum cables BuzziFabric Orange 2012 4 1 Buzzispace BuzziPlanter 45 Small $655.63 $655.63 Fabric Pistache 52 5 1 Buzzi Freight $1,012.94 $1,012.94 Page 1 of 5  Sell Price Line # Qty. Product Sell Extended 6 1 Raven - 60" Back-to-Back Banquette $3,668.00 $3,668.00 Fabric Grade Selection Grade 4 Grade 4 Pattern Selection Mayer Key Largo Vinyl CA 133 Option BACK:Quarry Moisture Barrier Option SEAT: Tangerine Clean Out Option No Selection Base Option Std Powder Coat Metal Legs Powder Coat Color Brushed Aluminum Multiple Fabric Option No Selection Floor Mount Option No Selection Ganging Bracket Option No Selection Grade 4 Pattern Selection Mayer Key Largo 7 2 Raven - 60" Straight Banquette $1,957.00 $3,914.00 Fabric Grade Selection Grade 4 Grade 4 Pattern Selection Mayer Key Largo Vinyl CA 133 Option BACK: Quarry Moisture Barrier Option SEAT: Tangerine Multiple Fabric Option No Selection Clean Out Option No Selection Base Option Std Powder Coat Metal Legs Powder Coat Color Brushed Aluminum Floor Mount Option No Selection Ganging Bracket Option No Selection Cove Flush Mount Options No Selection Grade 6 Pattern Selection Mayer Key Largo 8 2 Monaco - Rectangle Café Table, Stainless Steel Base 30 x 60 $788.50 $1,577.00 Surface Type Selection Laminate Top Surface Laminate Finish Option Wilsonart - Designer White Edge Group Selection Group 2 Group 2 Edge Style 3MM Edge Edge Color Selection White Radius Corner Selection Radius Corners Base Finish Option Powder Coat Finish - 2 Bases Powder Coat Finish black matte Ganging Option No Selection Cove Flush Mount Options No Selection Page 2 of 5  Sell Price Line # Qty. Product Sell Extended 9 1 Fuel Surcharge $274.78 $274.78 Subtotal: $20,576.11 Conference 10 1 Flex Series Modular Glass Wall System $8,346.00 $8,346.00 19.75 linear feet Black Powdercoat Sliding Double Barn Doors 48" Non-Locking Bar Pull 11 1 FOB Note: Framing will ship for installation and Glass will ship separate $543.75 $543.75 following completion of frame. 12 1 Rectangle Top 48"D x 180"W, 2-pieces $1,287.75 $1,287.75 Top Finish and Edge Standard Laminate - Knife Edge Laminates Wilsonart Grey Elm (8201K-12) Cable Mgmt No Cable Management 13 1 Ligouri Conference Base, 29"H, for 48"D x 180"W Rect. Top $3,367.88 $3,367.88 Frame Paint Polished Aluminum Leg Hardwood and Stain Ash - Black 14 14 Martini High Four Swivel w/Casters Soft Chrome Base $1,077.19 $15,080.66 Caster Selection Chrome Caster w/Black Tread(standard) Premium Powder Coat ($200 NET per color per order) Polished Aluminum Upholstery Options Single Fabric Fabric Selection FAB: Third Party Grade G Extra Foam for Seat Selection Maharam Waver CAL 133 Option Selection Kermes 15 1 Freight for Source Seating $452.43 $452.43 Page 3 of 5  Sell Price Line # Qty. Product Sell Extended Subtotal: $29,078.47 Conference Flooring 16 20 Patcraft I577V Inset Vinyl Flooring $97.60 $1,952.00 22.5 sq ft per carton 17 2 Patcraft Adhesive $59.83 $119.66 1 gallon pail covers approx 200 sq ft 18 1 Freight for Patcraft $168.75 $168.75 Subtotal: $2,240.41 Reception 19 1 Ligouri Laminate Credenza 18.5"D X 72"W, 2 sliding doors $2,267.25 $2,267.25 Height 31"H Standard Sliding Door Material Laminate Sliding Door Laminate Wilsonart Veranda Teak (8209K-28) Frame Paint Black Leg Hardwood and Stain White Oak - Clear Coat Case Laminate Wilsonart Black (1595-60) 20 1 11" x 42" Tack Board $70.80 $70.80 Adhesive Mount Slotted for curved wall application 21 1 11" x 31" Tack Board $60.68 $60.68 Adhesive Mount Slotted for curved wall application Page 4 of 5  Sell Price Line # Qty. Product Sell Extended 22 1 CF Stinson Yardage $27.27 $27.27 Backdrop Shadow Subtotal: $2,426.00 Wallcovering 23 40 MDC Wallcovering $37.44 $1,497.60 Balancing Act Sincere Silver 24 1 Freight for MDC Wallcovering $131.25 $131.25 Subtotal: $1,628.85 Design Fee $0.00 $0.00 Deliver + Install Furniture $950.00 $950.00 Installation of Wallcovering $1,443.75 $1,443.75 Deliver + Install Conference Room Glass $1,500.00 $1,500.00 Total: $59,843.59 Page 5 of 5  Business of the Local Development Finance Meeting: 4/5/22 Authority Sterling Heights, Michigan AGENDA STATEMENT Item Title: Consider the Consulting Agreement between the City of Sterling Heights Local Development Finance Authority and Down's Diversity Initiatives LLC, a community and economic development consultancy specializing in program design and facilitation focused on real estate, entrepreneurship, and workforce development. Submitted By: Office of Economic Development Contact Person/Telephone: April Boyle, Senior Entrepreneurship and Innovation Advisor Administration (initial as applicable) Attachments City Clerk x Resolution Minutes Finance & Budget Director Ordinance Plan/Map City Attorney (as to legal form) x Contract x Other City Manager □ Check box if this agenda item requires billing/revenue collection (fees, etc.) by Treasury Office Executive Summary: 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 primarily 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, experienced leadership is sought to operate an entrepreneurial and incubation services program for the purposes of commercializing technology and fostering the primary growth of new, technology-based businesses within the City, and the surrounding Macomb County community. Velocity Innovation Center’s (VIC) Executive-in-Residence (EIR) program puts Entrepreneurial technical assistance professionals in an executive-level consulting role to serve as resources to founders, start-ups and SMEs in Sterling Heights and Macomb County. The EIRs work part-time on Velocity's team for one year (renewable). They will work with stakeholders across sectors, serve as a mentor and advisor, and activate resources and networks to accelerate launch and scale of new and existing ventures. They will also provide strategy and knowledge sharing within VIC and beyond. The fee for this service is retainer of $4000 per month for 10 hours per week and $125 per hour over 40 hours per month with pre- approval and is budgeted in the contracted services account. Goals of Executive in Residence: • Catalyze culture change. • Provide leadership and growth opportunities for executives.  • Establish cross-sector collaboration and innovation. • Enable EIRs and systems stakeholders to meaningfully engage with the challenges faced by start-ups and SMEs. • Inform and cultivate organizational and personal development through exposure to new perspectives. You: • Have multiple years of experience leading teams in a highly collaborative environment in any field. • Have consultative/program development expertise. • Are excited about the opportunity to drive innovation and social impact as part of a community of VIC consultants. • Honor community wisdom. • Care deeply about mentoring and building relationships. • Can’t wait to use your expertise to create systems wins. • Have experience presenting at the Executive/Board level. Sample Projects/ Key Responsibilities: • Mentor and accountability coach for business founders • Co-create roadmaps and milestones for success • Robust Referral network and tracking system • Ability to see patterns and identify gaps to inform programming Fine Print: • ~80% of EIR time goes to client services • ~20% goes to VIC strategy, thought leadership and knowledge sharing Suggested Action: Resolved to approve the contract with Down's Diversity Initiatives, LLC. for Velocity Innovation Center’s (VIC) Executive-in-Residence (EIR) program authorize the LDFA Chairperson to sign all required documents on behalf of the City. Motion to approve Total contract amount: $48,000 annual MOVED BY: SECONDED BY: RESOLVED,  CONSULTING AGREEMENT This Agreement, legally binding, made this day April 1, 2022 by The City of Sterling Heights, Local Development Finance Authority, 6633 18&1/2 Mile Road, Sterling Heights, MI 48314, hereinafter also known as “SH-LDFA”, and Downs Diversity Initiatives, LLC, hereinafter also known as “DDI” for consulting services as outlined below. I. THIS AGREEMENT is by and between SH-LDFA and Downs Diversity Initiatives, LLC. Now in consideration of the total agreement price (defined below), the parties agree to the following: II. TERM OF CONTRACT: April 1, 2022 through March 31, 2023 unless otherwise terminated pursuant to the terms set forth herein. III. SERVICES: Professional consulting and coaching in accordance to Entrepreneur in Residence, “EIR”, consulting and coaching, start-up and entrepreneurial resource technical assistance support. Program design and facilitation support. EIR Scope of work included as a part of this contract, as Addendum. IV. TOTAL AGREEMENT PRICE: $4,000 per month for up to 10 hours per week for Entrepreneur in Residence consulting services; DDI shall bill SH-LDFA at an hourly rate of $125.00 per hour for service hours over and above the 40 hours during each monthly period. V. RELATIONSHIP: Nothing herein shall be construed to create an employment relationship, joint venture or agency relationship of any kind. DDI understands and agrees that it shall have no unilateral authority to bind SH-LDFA with respect to agreements with third parties or make any statements or representations regarding or on behalf of SH-LDFA without the prior authorization of the CEO. The relationship shall be that of an independent contractor. As such, DDI shall be solely responsible for the payment of all federal, state and local taxes on any revenue received hereunder, all workers compensation benefits, medical and/or dental -1- Initials ______  plans, or related fringe benefits. DDI understands and agrees that SH-LDFA shall issue a 1099 in connection with the services and payments hereunder. DDI agrees to indemnify, defend and hold harmless SH-LDFA from and against any claims, demands, liabilities, fines, penalties, suits, damages or costs (including attorney fees) arising out of a breach of this paragraph. VI.COMPENSATION AND METHOD OF PAYMENT RETAINER & PAYMENT TERMS: SH-LDFA agrees to pay Downs Diversity Initiatives, LLC monthly in the amount of $4,000.00 each month due upon receipt of invoice. DDI will provide SH-LDFA with an accounting of hours; Downs Diversity Initiatives, LLC shall issue monthly invoices to SH-LDFA identifying the number of hours spent providing the services. SH- LDFA agrees to pay Downs Diversity Initiatives, LLC monthly in the amount of $4,000.00, plus additional hours, if applicable, each month due within ten (10) days of receipt of invoice. All checks should be made payable to Downs Diversity Initiatives, LLC. VII. REIMBURSABLE EXPENSES: As an independent contractor, DDI shall be solely responsible for all fees, expenses, tools, equipment, or materials necessary to perform the services contemplated herein. Notwithstanding the foregoing, SH-LDFA agrees to reimburse certain applicable meeting and parking expenses. Such expenses will be mutually agreed upon in advance of outlay. VIII. SERVICE TERMS: Inclusive of the above-mentioned total agreement price are DDI’s general consulting services. These services include: general meetings, weekly communications (i.e. phone calls & e-mail) and general communications required to manage EIR duties. -2- Initials ______ IX. PAYMENT: In addition to the monthly retainer as described above in Payment Terms, SH-LDFA agrees to pay Downs Diversity Initiatives $125.00/hour for additional hours over and above 40 hours per month, upon invoice every month starting April 1, 2022 through March 31, 2023. All checks should be made payable to: Downs Diversity Initiatives 459 W. Troy Ferndale, MI 48220 Phone: 248-705-8692 FED ID #: 82-3021594 X. CONFIDENTIAL INFORMATION. DDI acknowledges that it will have access to information that is treated as confidential and proprietary by SH-LDFA and its clients, including, without limitation, trade secrets, training materials, methods, the identity and contact information of clients, alumni, vendors, funders and partners, technology, and information pertaining to the general business operations and strategies, pricing, costs, marketing, finances, sourcing, personnel, or operations of SH-LDFA, its affiliates, partners, and personnel, in each case whether spoken, written, printed, electronic or in any other form or medium (collectively, the "Confidential Information"). Any Confidential Information that DDI develops in connection with the services, created in conjunction with SH-LDFA, its employees or agents, shall be subject to the terms and conditions of this Section. DDI agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of SH-LDFA in each instance, and not to use any Confidential Information for any purpose, except as required in the performance of the services. DDI shall notify SH-LDFA immediately in the event DDI becomes aware of any loss or disclosure of any Confidential Information. Confidential Information shall not include information that is or becomes generally available to the public other than through DDI’s breach of this Agreement; or is communicated to DDI by a third party that had no confidentiality obligations with respect to such information. -3- Initials ______ XI. CANCELLATION. Either party many cancel this contract upon thirty (30) days’ notice to the other. The cancellation letter must be signed by an authorized representative, and notification of cancellation must be made in writing and delivered by registered mail to the mailing address stated in this contract. If SH- LDFA cancels the contract following the date it was signed, SH-LDFA will be responsible for paying Downs Diversity Initiatives, LLC two weeks of the total contract price. XII. DDI Representations and Warranties. DDI represents and warrants that (i) it will perform the services in a timely and professional manner consistent with industry standards; (ii) it has the requisite skill and knowledge to perform the services; (iii) its performance of the services hereunder does not breach any agreement to which DDI is a party. XIII. INDEMNITY. Downs Diversity Initiatives agrees to defend, indemnify, and hold SH-LDFA harmless from any losses, damages, or expenses including, without limitation, actual attorney fees incurred by SH-LDFA as a result of any claim, suit or proceeding arising out of (i) DDI’s breach of any obligation hereunder, including any breach of the obligations of confidentiality or the warranties set forth above in Section VI; (ii) DDI’s sole or gross negligence in performing the services. SH-LDFA agrees to defend, indemnify and hold DDI harmless from any losses, damages, or expenses including, without limitation, actual attorney fees incurred by SH-LDFA as a result of any claim, suit or proceeding arising out of (a) SH-LDFA’s breach of any obligation hereunder; (b) actions taken by SH-LDFA other than those involving DDI’s sole or gross negligence in performing the services. SH-LDFA agrees to defend, indemnify and hold DDI harmless from any losses, damages, or expenses including, without limitation, actual attorney fees incurred by SH-LDFA as a result of any claim, suit or proceeding arising out of (a) SH-LDFA’s breach of any obligation hereunder; (b) actions taken by SH-LDFA other than those involving DDI’s sole or gross negligence in performing the services. XIV. EXPENSES and TAXES DDI shall pay all applicable local, state and federal withholding and insurance amounts with respect to Contractor and the Services rendered hereunder. SH-LDFA agrees to reimburse certain applicable meeting, travel, and parking expenses. Such expenses will be mutually agreed upon in advance of outlay. -4- Initials ______ XV. ENFORCEABILITY AND SEVERABILITY. This Agreement, and any attachments hereto, constitute the entire agreement between the parties and any oral agreements or representations, whether made before or after the execution of this Agreement are void unless in writing signed by the party against whom enforcement is sought. If any provision of this Agreement is found to be unenforceable by any court or administrative agency such provision shall be conformed to the extent possible, and if impossible, shall be stricken and the remaining terms of this Agreement enforced as if such provision had not existed. XVI. VENUE AND APPLICABLE LAW. This Agreement shall be interpreted and governed by the laws of the State of Michigan. Any dispute arising out of this Agreement shall be venued in Macomb County, Michigan. AGREED and ACCEPTED BY: _________________________________________ Signature Date By: __________________________________ The City of Sterling Heights, Local Development Finance Authority ____ Signature Date Rachele J. Downs Downs Diversity Initiatives, LLC -5- Initials ______  ADDENDUM Velocity Innovation Center’s (VIC) Executive-in-Residence (EIR) program puts Entrepreneurial technical assistance professionals in an executive-level consulting role to serve as resources to founders, start-ups and SMEs in Sterling Heights and Macomb County. The EIRs work part-time on Velocity's team for one year (renewable). They will work with stakeholders across sectors, serve as a mentor and advisor, and activate resources and networks to accelerate launch and scale of new and existing ventures. They will also provide strategy and knowledge sharing within VIC and beyond. Goals of Executive in Residence: • Catalyze culture change. • Provide leadership and growth opportunities for executives. • Establish cross-sector collaboration and innovation. • Enable EIRs and systems stakeholders to meaningfully engage with the challenges faced by start-ups and SMEs. • Inform and cultivate organizational and personal development through exposure to new perspectives. You: • Have multiple years of experience leading teams in a highly collaborative environment in any field. • Have consultative/program development expertise. • Are excited about the opportunity to drive innovation and social impact as part of a community of VIC consultants. • Honor community wisdom. • Care deeply about mentoring and building relationships. • Can’t wait to use your expertise to create systems wins. • Have experience presenting at the Executive/Board level. Sample Projects/ Key Responsibilities: • Mentor and accountability coach for business founders • Co-create roadmaps and milestones for success • Robust Referral network and tracking system • Ability to see patterns and identify gaps to inform programming Fine Print: • EIR salary sponsored by VIC and client projects • ~80% of EIR time goes to client services • ~20% goes to VIC strategy, thought leadership and knowledge sharing -6- Initials ______ Rachele J. Downs Rachele Downs is the founder of Downs Diversity Initiatives, LLC, a community and economic development consultancy specializing in strategy, program design, and project management focused on diversity and inclusion in real estate, entrepreneurship, and workforce development. As a veteran sales and economic development executive with 20+ years of representing institutional, corporate, and government and philanthropic entities, Downs is also a Vice President with Dominion Real Estate Advisors, responsible for executing office, retail, industrial and multi-family sale and lease transactions RACHELE J. DOWNS throughout the United States. Previously, Rachele led inGAGE™, Inforum’s strategy to position Michigan as the Downs Diversity Midwest hub for high-growth women entrepreneurs, where she designed and Initiatives, LLC developed a comprehensive entrepreneurial support platform to assist Michigan 248.705.8692 women. During her tenure, 75 women incorporated thirty-eight new companies, rachele@downsdiversity.com created 234 new jobs, and granted 25 new patents. Since 2013, inGAGE™ women entrepreneurs have raised over $45M in new capital. Rachele is a past-president of CREW Detroit and was the founding Program Manager for Wayne State University’s Detroit Revitalization Fellows, where she designed, developed, and directed this innovative pilot program to increase the capacity of community and economic development organizations at the forefront of Detroit’s revitalization. A long-time champion of CREW Careers and UCREW, Rachele has donated countless hours of professional service to Alternatives For Girls and First Step Project Against Domestic Violence in the acquisition, development, and construction of their current facilities. In 2018, Downs was recognized as CREW Detroit’s Woman of Impact. An alum of Leadership Detroit, Class XXX, Rachele is a 2009 recipient of the Lawrence Technological University’s Leaders and Innovators award for her work to showcase best practices of high-performing Detroit schools; was recognized by the Detroit Regional Chamber as Leadership Detroit’s Emerging Leader in 2011, and was named one of Crain’s Detroit Business’ Women in Tech in 2015. Passionate about diversity, equity, and inclusion, Downs works tirelessly to improve and strengthen community access to resources in economic development, educational preparedness, and leadership development. As a partner and advisor to OurOffice, one of the county’s first D&I technology platforms, Downs is able to help companies realize their diversity, equity, and inclusion goals by automating and integrating D&I best practices throughout the organization utilizing its DIaaS™ solution for building inclusive workplace cultures in organizations of any size. Ms. Downs holds a Bachelor of Science degree in Public Administration and Community Development and a Master of Arts in Professional and School Counseling from Central Michigan University.  Business of the Local Development Finance Meeting: 4/5/22 Authority Sterling Heights, Michigan AGENDA STATEMENT Item Title: Consider the Consulting Agreement between the City of Sterling Heights Local Development Finance Authority and ReGroup Advisors, Inc. ReGroup Advisors will provide business analysis and consulting services to The City of Sterling Heights – Local Development Finance Authority, 6633 18 ½ Mile Road, Sterling Heights, MI 48314. Submitted By: Office of Economic Development Contact Person/Telephone: April Boyle, Senior Entrepreneurship and Innovation Advisor Administration (initial as applicable) Attachments City Clerk x Resolution Minute s Finance & Budget Director Ordinance Plan/ Map City Attorney (as to legal form) x Contract x Other City Manager □ Check box if this agenda item requires billing/revenue collection (fees, etc.) by Treasury Office Executive Summary: ReGroup Advisors, inc. will work with Velocity Center to identify a qualified pipeline of companies to enter into the White-boxed /Velocity branded Accelerator program as outlined below with the goal of getting a product launched and to market within 120 days.  Pre-Stage – Development of Business Applicant Pipeline - Included in fees below ReGroup will recruit potential candidates to Velocity using several strategies. Candidatedevelopment includes: • Alignment with the current economic development initiatives, including hosting various seminars, informative podcasts, speaking engagements, and establishingan entrepreneurial introduction class. • Leads from our team's referral sources, including accounting offices, banking relationships, other business owners, peer-to-peer group relationships, privateequity, law firms, and national B2B platforms. • Direct marketing via social media on selected forums frequented by prospectiveentrepreneurs • Leveraging team LinkedIn presence using lead generation software • Integrating into the various college and university business programs • Community engagement – B2B communication plan to existing businesses Stage 1 – Entry into Velocity Program $3000 per company ReGroup Advisors' approach to successfully identifying business concept viability and longevity begins with our CollabortaoryInk program, a facilitated assessment of the proposed concept and strategy. This approach provides both seasoned and new entrepreneurs the opportunity to discuss in a confidential session their vision and designwith a customized team of entrepreneurial experts from multiple disciplines. Our CollabortaoryInk process provides: The visionary approach - assists business owners in tackling complex business proposals to successfully evaluate viability and sustainability before the launch of a model.All of our team members have direct experience in identifying, creating, and successfully launching their own business, in addition to working with other entrepreneurs to achieve the same results. Our process begins with: • Evaluation of the proposed business concept – viability, fundingpotential, sustainability, and investor risk mitigation • Ownership and support team skills assessment • Launch window requirement • Business strategy development • Business structure design/gap assessment • Management structure/governance design and implementation • Profit and operating process development and implementation • Dashboard/KPI and performance/success metric design andimplementation Outcome focus - participants receive a consolidated assessment of their concept, strategy, funding ability, success potential, talent evaluation, and recommendations from the session for continued development of the idea to reduce the risk of failure before launch. If deemed viable, the following steps are to begin moving their concept to market.Acceptable models would be entered into the Velocity program and continue to receive support to achieve success. Stage 2 – Velocity 120-Day Launch to Market $26,000 per company All applicants completing the Stage 1 process will begin their 120-day launch windowwithin the Sterling Heights Velocity program. Upon entry into the formal program, our team will begin assisting the entrepreneur in executing those items identified during the Stage 1 process, including consultative and direct hands-on-assistance in developing and implementing the traditional core businessfunctions such as: Standard Deliverables • Overall business strategy documents with milestone and performance metrics  • Financial plan and statement base format • Sales/marketing – strategy • Market research – targeted B2B or B2C • Legal: contracts, leases, business agreements, and organizational structure • Investor financial proposals • Operational processes, business procedures, and policy manuals • Human Resources – employment agreements, payroll processing, HR Manual • Technology platform – managed services, phones, remote work platforms Entrepreneurial / Talent Education and Skill Development All successful entrepreneurs need to invest in "lifelong learning" programs to meet their goals and objectives. Our program and mentoring initiative will provide new entrepreneurs with real-time guidance to address business and personal transformation from their prior business environment to the new entrepreneurial model. Our team members have all made that transition, including working inside family- owned companies,dealing with partners, and operating within corporate ownership. For seasoned entrepreneurs, our team's diversified skill set provides the entrepreneur with access to new approaches and updated knowledge across several core business knowledge categories. A limited sampling of our core educational programs include: 1. Accountability & responsibility as an entrepreneur 2. Effective personality-based communications 3. Dealing with change – how to implement and manage staff through the process 4. Time management skills 5. Process documentation and flowcharting 6. Decision tools – designed to assist in identifying issues, potential solutions, pitfalls,and implementation stages 7. Dealing with outsourced functions as an entrepreneur 8. General financial skills – management reporting, performance metric, anddashboards 9. How to present to traditional banking and private equity groups Suggested Action: Resolved to approve the contract with Regroup Advisors, Inc. for a Pilot of up to 5 companies entry into the ReGroup Inc. / Velocity Accelerator program authorize the LDFAChairperson to sign all required documents on behalf of the City. Motion to approve Total contract amount: $130,000 annual MOVED BY: SECONDED BY: RESOLVED,  March 18, 2020 Client: The City of Sterling Heights – Local Development Finance Authority 6633 18 1/2 Mile Road, Sterling Heights, MI 48314. Re: Business evaluation and launch program (See attached document–Velocity Program) This letter will confirm the terms of our representation. Our work will begin upon receipt of a signed copy of this letter. ReGroup Advisors (The FIRM) will provide analysis services to The City of Sterling Heights – Local Development Finance Authority, 6633 18 1/2 Mile Road, Sterling Heights, MI 48314. (CLIENT) and the scope of services we will render, the manner of calculating, billing and collecting legal fees, and other aspects of the proposed representation are mutually agreed to be as follows: Services to be Provided: The FIRM has been engaged to provide the following services: See attached business evaluation and launch program model Fees and Expenses Fees: See attached business evaluation and launch program model for detail. Stage 1. Entry into Velocity Program evaluation will be conducted at a rate of $3,000.00 per accepted Step 1 Program participant. The fee will be paid at the end of each evaluation and delivery of the final findings regardless of the business entering Stage 2. Stage 2. Velocity 120-day launch to market will be conducted at a rate of $23,000.00 increments for a 120-day launch window. The fee will be billed monthly in four equal increments. Should the launch window be extended, the fees will be billed in equal increments as defined by the new launch window. For example, if the launch requires a window of 150-days, the fee will be billed in five equal increments totaling $23,000.00. If there is a change of status in the business and they are unable to complete the process in full, the fee will be billed through the date of termination of the business relationship with Velocity. Total compensation to THE FIRM for the five accepted participants shall not exceed $130,000.00. THE FIRM is also entitled to compensation a a rate of $3,000.00 per participant who is approved for Stage 1 participation but who does not move to Stage 2. Additional programs and services will be quoted separately based on scope definition. No compensation for additional programs and services shall be due from CLIENT without the prior written approval of the Board of CLIENT.  Expenses: We may incur various expenses in providing services. You agree to pay all such expenses and to reimburse us for all out-of-pocket expenses that we pay on your behalf. All expenses require prior approval from the client. Whenever possible, we will forward bills for any approved expenses incurred on your behalf directly to you and you agree to make prompt payment directly to the originator of these bills. CLIENT Cooperation You authorize THE FIRM to accept instructions from your representative for this engagement. You agree to provide us the information that we request in a timely manner and to disclose any irregularities that could material impact the organizational model development. The CLIENT representative is______________________, which may be changed by the CLIENT upon written notification to THE FIRM. Documentation We will send you copies of documents and correspondence and other information throughout the matter. These copies will be your file copies. We will also keep the information in a file at our office. The file in our office will be our file. Please bring your file to all of our meetings so that we both have all of the necessary information available to us. Once we have completed the work necessary to conclude this matter, we will close our file and return any original documents to you. We will then store the file for approximately 1 year. We will destroy the file after that period of time unless you instruct us in writing now to keep it longer. Your Right to Terminate Representation You may terminate this representation at any time with or without cause by notifying us in writing of your desire to do so. Upon receipt of the notice to terminate representation, we will stop all work satisfactorily performed on your behalf immediately. You will be responsible for paying all fees and expenses incurred on your behalf in this matter before the date of written notice of termination was received by THE FIRM. Our Right to Terminate Representation We may terminate our representation (to the extent permitted by the ethical and court rules) at any time if you breach any material term of this agreement or fail to cooperate or follow our advice on a material matter, if conflict of interest develops or is discovered, or if there exists at any time any fact or circumstance that would, in our opinion, render our continuing representation unlawful, unethical, or otherwise inappropriate. 24901 Northwestern Highway, Suite 609, Southfield, Michigan, 48075 Phone: 888.248.7077 / Fax: 877.445.2073 Email: info@regroupadvisors.com Web: www.regroupadvisors.com  If we elect to terminate our representation, you will take all steps reasonably necessary and will cooperate as reasonably required to free us of any further obligation to perform services satisfactorily, including the execution of any documents necessary to complete our withdrawal from representation. In such case, you agree to pay for all services performed and approved expenses incurred before the termination of our representation in accordance with the provision of this agreement. THE FIRM shall conscientiously and diligently perform the services set forth in the attached proposal. If any of the terms stated in this letter is not consistent with your understanding of our agreement, please contact me before signing the agreement. Otherwise, please sign the agreement and email back to mkaszubski@regroupadvisors.com. Please bring the original to our next meeting. On behalf of ReGroup Advisors, we appreciate the opportunity to assist you in this matter. If you have questions, please feel free to call us at 888.248.7077 or my cell 248.894.0454. Very truly yours, Michael A. Kaszubski, CFE Managing Partner CLIENT ACCEPTANCE OF ENGAGEMENT LETTER TERMS AND CONDITIONS Engagement Letter Dated March 18, 2022 Velocity Program (See attached document) City of Sterling Heights – Local Development Financial Authority LDFA consent to the terms contained in this document. Phillip Hunsberger, Chairperson, LDFA [Date] Please bring the original signed document to the next client meeting. 24901 Northwestern Highway, Suite 609, Southfield, Michigan, 48075 Phone: 888.248.7077 / Fax: 877.445.2073 Email: info@regroupadvisors.com Web: www.regroupadvisors.com  Business of the Local Development Finance Meeting: 4/5/22 Authority Sterling Heights, Michigan AGENDA STATEMENT Item Title: Consider the Consulting Agreement between the City of Sterling Heights Local Development Finance Authority and Hoyden Creative, a marketing and branding firm that will provide consulting services to The City of Sterling Heights – Local Development Finance Authority, 6633 18 ½ Mile Road, Sterling Heights, MI 48314. Submitted By: Office of Economic Development Contact Person/Telephone: April Boyle, Senior Entrepreneurship and Innovation Advisor Administration (initial as applicable) Attachments City Clerk x Resolution Minute s Finance & Budget Director Ordinance Plan/ Map City Attorney (as to legal form) x Contract x Other City Manager □ Check box if this agenda item requires billing/revenue collection (fees, etc.) by Treasury Of ce Executive Summary: The overall mission of the Sterling Heights SmartZone and all related services, programs, and events conductedtherein, is to promote the incubation of early stage companies and related local job creation primarily 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, experienced leadership is sought to operate an entrepreneurial and incubation services program for the purposes of commercializing technology and fostering the primary growth of new, technology-based businesses within the City, and the surrounding Macomb County community. Post Strategic planning Velocity Center will need a refreshed brand strategy and Style Guide, an updated website with new language, programs and analytics and support with ongoing marketing, social media and communications. This project will rollout in phases over a 3 month period over the summer. fi Week 1: Discovery session, brand audit, and brand manual Week 2: Industry research and strategy guidebook assembly Week 3: Finalize and review Week 3: Create staging site, set up backend, design research Week 4: Content crea on and wireframe Week 5: Con nued content crea on and client approval Week 6: Design and content applica on Week 7: Finalize page design and content Week 8: Final tes ng and approval Week 9: Launch Once these projects are completed, the retainer would begin. Phase 1: Brand Refresh and Strategy: $4500 Milestones / Tasks • Discovery Phase - Key members of your team will participate in a 2 hour discovery session with our team to discuss the • brand’s challenges, perceptions, audience, marketing e orts, and business goals. Additional individual meetings/interviews • will be held separately as needed during the project. • Brand Audit - Review website, social media accounts, analytics, sales materials, and other marketing efforts. • Industry Research - Research your industry, competition, and target audience. We will get to the core of how people should • see and feel about your brand. • Brand Messaging - Review current talking points and key messaging, and identify the brand essence statement and tone of • voice for marketing efforts. • Brand Manual - Identify brand fonts, colors, logo usage, and graphic style for employees and vendors to implement • internally and externally. • Account Management - All communications including meetings, phone calls, emails, etc. Phase 2: Website Update $9800 Website Planning & Analysis • Assess current website • Identify website's purpose, objectives, and audience • Research Search Engine Optimization (SEO) keywords • Website architecture, menu structure, and content hierarchy and ow • Identify required technical functionality • Create test development website and create sitemap and architecture • Acquire Google Analytics and Adwords information Website Design and Development • Establish a visual hierarchy and placement of content • Set up WordPress, WordPress theme, and plugins • Layout home and main pages using a responsive grid (Includes up to 8 pages) • Design visuals for pages utilizing established brand guidelines • Photography • Content – Client and Contractor will work together to develop content • Add links and functionality to content • Test performance on different devices and platforms • Track and correct bugs • Optimize and adjust, as needed Launch and Website Support • Assign website users and their roles/access to the website (admin, user, etc.) • Develop training documents speci c to client’s website functionality • Conduct onboarding training – two 30-minute training sessions Phase 3: Monthly Retainer Once above projects are complete: $3600 • Miscellaneous print and web graphic design services. • Content and copywriting for print and web. • Social media strategy, content development, management, and reporting. ti ti fi ti ti ti • Website updates and management. • Monthly email newsletter design and development. • Monthly strategic planning meetings. • Brand strategy and account management: strategic consulting, managing projects, meetings, research, etc. • If requested, digital advertising: Create, manage, and report on digital and retargeting ads. Suggested Action: Resolved to approve the contract with Hoyden Creative authorize the LDFAChairperson to sign all required documents on behalf of the City. Motion to approve Total contract amount: $57,500 annual MOVED BY: SECONDED BY: RESOLVED,  Prepared for: The City of Sterling Heights - Local Development Finance Authority 6633 18 ½ Mile Road Brand Strategy Sterling Heights, MI 48314 Quote #299 | Date: Wed, Jan 05, 2022 Scope of Work Services Milestones / Tasks Discovery Phase - Key members of your team will participate in a 2 hour discovery session with our team to discuss the brand’s challenges, perceptions, audience, marketing e orts, and business goals. Additional individual meetings/interviews will be held separately as needed during the project. Brand Audit - Review website, social media accounts, analytics, sales materials, and other marketing e orts. Industry Research - Research your industry, competition, and target audience. We will get to the core of how people should see and feel about your brand. Brand Messaging - Review current talking points and key messaging, and identify the brand essence statement and tone of voice for marketing e orts. Brand Manual - Identify brand fonts, colors, logo usage, and graphic style for employees and vendors to implement internally and externally. Account Management - All communications including meetings, phone calls, emails, etc. Total $4,500.00 Terms and Conditions 1/2 down, remaining balance due before delivery of nal les. Contract This Agreement is entered into on Thu, Mar 10, 2022 between The City of Sterling Heights - Local Development Finance Authority ("the Client") and Hoyden Creative Group, LLC ("the Contractor"). WHEREAS, the Client and Contractor agree that Contractor shall provide services and materials pursuant to the terms of this Agreement, related to the Brand Strategy as more clearly elaborated in the proposal. NOW THEREFORE, the parties do hereby agree: 1. Duties. The Contractor agrees to perform all necessary and related actions in connection with the above-referenced provision of materials and services. 2. Term. This engagement shall commence upon execution of this Agreement and shall continue in full force and e ect until completion of the project. 3. Fees. As compensation for the provision of materials and services rendered pursuant to this Agreement, the Client shall pay the Contractor $4,500 for services and expenses incurred by Contractor. The Client shall pay a late fee of 1% per annum for each payment not made within 30 days of receipt. Client agrees that it will supply Contractor with all necessary purchase order numbers and other internal information required for invoice processing before the project begins. 4. Expenses. Client shall be responsible for out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder and that are not listed in the proposal. 5. Con dentiality. The Contractor acknowledges that during the engagement it may have access to and become acquainted with various information owned or used by the Client in connection with its operation including, without limitation, the Client's business and processes, intellectual property, methods, client information, accounts, and procedures. The Contractor agrees that it or its employees will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Client. 6. Copyright and trademark. Client warrants that everything it gives Contractor to include in the project is legally owned or licensed to Client. 7. Indemni cation. Client agrees to indemnify and hold Contractor harmless from any and all claims brought by any third-party relating to services and material provided by Client to Contractor including all demands, liabilities, losses, costs, and attorney's fees. 8. Limitation of liability for errors. In no event shall Contractor be liable to the Client or any third party for any damages, including any lost pro ts, lost savings, or other incidental, consequential or special damages arising out of social media operation, errors, or omissions by Contractor. 9. Termination. Either party may terminate this Agreement at any time by 30 days' written notice to the other party. 10. Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venture with the Client for any purpose. The Contractor is and will remain an independent contractor in his relationship to the Client. The Client shall not be responsible for withholding taxes with respect to the Contractor's compensation hereunder. The Contractor shall have no claim against the Client hereunder or otherwise for vacation pay, sick leave, retirement bene ts, social security, worker's compensation, health or disability bene ts, unemployment insurance bene ts, or employee bene ts of any kind. 11. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the bene t of the parties hereto and their respective heirs, if any, successors, and assigns. 12. Choice of Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Michigan. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Lenawee County, State of Michigan. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Client agrees to reimburse the Contractor for reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the Contractor may be entitled. 13. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. 14. Assignment. The Contractor shall not assign any of its rights under this Agreement, or delegate the performance of any of his duties hereunder, without the prior written consent of the Client. 15. Modi cation or Amendment. No amendment, change or modi cation of this Agreement shall be valid unless in writing signed by the parties hereto. 16. Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and e ect. 17. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and e ect. NOW THEREFORE, the undersigned have executed this Agreement as of March 10, 2022 CONTRACTOR Paige Fuoco Brand Strategist Hoyden Creative Group LLC Signature: Date: 03/10/2022 CLIENT Full Name: _________________________________ Title: __________________________________ Company Name: __________________________________ Signature: __________________________________ Date: ________________________  Prepared for: The City of Sterling Heights - Local Development Finance Authority Velocity Website Development 6633 18 ½ Mile Road Sterling Heights, MI 48314 Quote #300 | Date: Wed, Jan 05, 2022 Scope of Work Website Planning & Analysis Assess current website Identify website's purpose, objectives, and audience Research Search Engine Optimization (SEO) keywords Website architecture, menu structure, and content hierarchy and ow Identify required technical functionality Create test development website and create sitemap and architecture Acquire Google Analytics and Adwords information Website Design and Development Establish a visual hierarchy and placement of content Set up WordPress, WordPress theme, and plugins Layout home and main pages using a responsive grid (Includes up to 8 pages) Design visuals for pages utilizing established brand guidelines Photography Content – Client and Contractor will work together to develop content Add links and functionality to content Test performance on di erent devices and platforms Track and correct bugs Optimize and adjust, as needed Launch and Website Support Assign website users and their roles/access to the website (admin, user, etc.) Develop training documents speci c to client’s website functionality Conduct onboarding training – two 30-minute training sessions Services Milestones Website Development (Up to 8 pages) - Design and develop a branded website (up to 8 pages) - includes content development, backend and Google Analytics set up, form creation, and photography. Account and Project Management - All communications including meetings, phone calls, emails, etc. Total $9,800.00 Terms and Conditions 1/2 down, balance due before the launch of the website. Contract This Agreement is entered into on Thu, Mar 10, 2022 between The City of Sterling Heights - Local Development Finance Authority ("the Client") and Hoyden Creative Group, LLC ("the Contractor"). WHEREAS, the Client and Contractor agree that Contractor shall provide services and materials pursuant to the terms of this Agreement, related to the Website Development as more clearly elaborated in the proposal. NOW THEREFORE, the parties do hereby agree: 1. Duties. The Contractor agrees to perform all necessary and related actions in connection with the above-referenced provision of materials and services. 2. Term. This engagement shall commence upon execution of this Agreement and shall continue in full force and e ect until completion of the project. 3. Fees. As compensation for the provision of materials and services rendered pursuant to this Agreement, the Client shall pay the Contractor $9,800 for services and expenses incurred by Contractor. The Client shall pay a late fee of 1% per annum for each payment not made within 30 days of receipt. Client agrees that it will supply Contractor with all necessary purchase order numbers and other internal information required for invoice processing before the project begins. 4. Expenses. Client shall be responsible for out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder and that are not listed in the proposal. 5. Con dentiality. The Contractor acknowledges that during the engagement it may have access to and become acquainted with various information owned or used by the Client in connection with its operation including, without limitation, the Client's business and processes, intellectual property, methods, client information, accounts, and procedures. The Contractor agrees that it or its employees will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Client. 6. Copyright and trademark. Client warrants that everything it gives Contractor to include in the project is legally owned or licensed to Client. 7. Indemni cation. Client agrees to indemnify and hold Contractor harmless from any and all claims brought by any third-party relating to services and material provided by Client to Contractor including all demands, liabilities, losses, costs, and attorney's fees. 8. Limitation of liability for errors. In no event shall Contractor be liable to the Client or any third party for any damages, including any lost pro ts, lost savings, or other incidental, consequential or special damages arising out of social media operation, errors, or omissions by Contractor. 9. Termination. Either party may terminate this Agreement at any time by 30 days' written notice to the other party. 10. Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venture with the Client for any purpose. The Contractor is and will remain an independent contractor in his relationship to the Client. The Client shall not be responsible for withholding taxes with respect to the Contractor's compensation hereunder. The Contractor shall have no claim against the Client hereunder or otherwise for vacation pay, sick leave, retirement bene ts, social security, worker's compensation, health or disability bene ts, unemployment insurance bene ts, or employee bene ts of any kind. 11. Non-Solicitation; Non-Interference. The Client agrees that, throughout the term of this Agreement and for a ve (5) year period following termination of this Agreement, the Client will not directly or indirectly, either for the Client or any other person or entity, (i) induce or attempt to induce any employee, agent, or representative of the Contractor to leave the employ of the Contractor, (ii) in any way interfere with the relationship between the Contractor and any of its employee, agents, or representatives, (iii) employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee, agent, or representative of the Contractor without the prior written consent of the Contractor, or (iv) induce or attempt to induce any customer or business relation of the Contractor or any of its a liates to cease doing business with the Contractor or any such a liate, or in any way interfere with the relationship between the Contractor or any of its a liates and any such customer or business relation. 12. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the bene t of the parties hereto and their respective heirs, if any, successors, and assigns. 13. Choice of Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Michigan. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Lenawee County, State of Michigan. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Client agrees to reimburse the Contractor for reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the Contractor may be entitled. 14. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. 1. Assignment. The Contractor shall not assign any of its rights under this Agreement or delegate the performance of any of his duties hereunder, without the prior written consent of the Client. 1. Modi cation or Amendment. No amendment change or modi cation of this Agreement shall be valid unless in writing signed by the parties hereto. 1. Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and e ect. 2. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and e ect. 3. Domain Name. Client represents that is responsible for registering the domain name of the website, and Client exclusively owns all right and interest to the website’s domain name. The Client, shall be responsible for renewing and updating the domain name hosting. 4. Supporting Services. Technical support is available at an hourly rate, prorated in 15-minute increments. Provider is accessible during Provider’s normal business hours via a phone or email. NOW THEREFORE, the undersigned have executed this Agreement as of March 10, 2022 CONTRACTOR Paige Fuoco Brand Strategist Hoyden Creative Group LLC Signature: Date: 03/10/2022 CLIENT Full Name: _________________________________ Title: __________________________________ Company Name: __________________________________ Signature: __________________________________ Date: ________________________  Prepared for: The City of Sterling Heights - Local Development Finance Authority 6633 18 ½ Mile Road Velocity Annual Retainer Sterling Heights, MI 48314 Quote #301 | Date: Wed, Jan 05, 2022 Scope of Work Annual retainer agreement for 12 months that will include the following marketing and creative services: Miscellaneous print and web graphic design services. Content and copywriting for print and web. Social media strategy, content development, management, and reporting. Website updates and management. Monthly email newsletter design and development. Monthly strategic planning meetings. Brand strategy and account management: strategic consulting, managing projects, meetings, research, etc. If requested, digital advertising: Create, manage, and report on digital and retargeting ads. Pricing $3,600 monthly. $43,200 annually. Hourly rate lock: $120. Services Project Hours Velocity Annual Retainer 30h Total $3,600.00 Terms and Conditions Allotted hours for services are 30 hours monthly and 360 annually but may vary month-to-month. Invoices will be sent on the 25th of each month for the retainer work that will be completed in the upcoming month. Hours will be reported monthly and unused hours will be rolled over each month. Unused hours expire at the end of the annual contract. If a project/task request is estimated to exceed the number of allotted hours in a month or falls outside the scope of the identi ed strategy, we will work together to determine what tasks can be put on hold the following month to make up the overage. Contract This Agreement is entered into on Thu, Mar 10, 2022 between The City of Sterling Heights - Local Development Finance Authority ("the Client") and Hoyden Creative Group, LLC ("the Contractor"). WHEREAS, the Client and Contractor agree that Contractor shall provide services and materials pursuant to the terms of this Agreement, related to the Annual Retainer Agreement for brand strategy and marketing services. NOW THEREFORE, the parties do hereby agree: 1. Duties. The Contractor agrees to perform all necessary and related actions in connection with the above-referenced provision of materials and services. 2. Term. This engagement shall commence upon execution of this Agreement and shall continue in full force and e ect for exactly twelve months. 3. Fees. As compensation for the provision of materials and services rendered pursuant to this Agreement, the Client shall pay the Contractor $3,600 monthly for services and expenses incurred by Contractor. Fees and expenses will rst be deducted from the Retainer fee, if applicable, and the monthly amount plus any additional fees or expenses shall be billed as follows: The Contractor shall submit invoices on the 25th of each month for the work to be completed in the upcoming month, which will be due upon receipt. The Client shall pay a late fee of 1% per annum for each payment not made within 30 days of receipt. If payment is not received within 14 days of the invoice, Contractor will cease work until the invoice is paid in full. Client agrees that it will supply Contractor with all necessary purchase order numbers and other internal information required for invoice processing before the project begins. 4. Media Buying. On all media purchased by Hoyden Creative, we shall bill the client commission as follows: 10 percent (the “Commission Rate”) of the total ad spend amount. Digital advertising is not included in the monthly retainer fee and will be billed separately in arrears if requested. 5. Expenses. Client shall be responsible for out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder and that are not listed in the proposal. 6. Con dentiality. The Contractor acknowledges that during the engagement it may have access to and become acquainted with various information owned or used by the Client in connection with its operation including, without limitation, the Client's business and processes, intellectual property, methods, client information, accounts, and procedures. The Contractor agrees that it or its employees will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Client. 7. Copyright and trademark. Client warrants that everything it gives Contractor to include in the project is legally owned or licensed to Client. 8. Indemni cation. Client agrees to indemnify and hold Contractor harmless from any and all claims brought by any third-party relating to services and material provided by Client to Contractor including all demands, liabilities, losses, costs, and attorney's fees. 9. Limitation of liability for errors. In no event shall Contractor be liable to the Client or any third party for any damages, including any lost pro ts, lost savings, or other incidental, consequential or special damages arising out of social media operation, errors, or omissions by Contractor. 10. Termination. Either party may terminate this Agreement at any time by 30 days' written notice to the other party. 11. Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venture with the Client for any purpose. The Contractor is and will remain an independent contractor in his relationship to the Client. The Client shall not be responsible for withholding taxes with respect to the Contractor's compensation hereunder. The Contractor shall have no claim against the Client hereunder or otherwise for vacation pay, sick leave, retirement bene ts, social security, worker's compensation, health or disability bene ts, unemployment insurance bene ts, or employee bene ts of any kind. 12. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the bene t of the parties hereto and their respective heirs, if any, successors, and assigns. 13. Choice of Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Michigan. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Lenawee County, State of Michigan. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Client agrees to reimburse the Contractor for reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the Contractor may be entitled. 14. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. 15. Assignment. The Contractor shall not assign any of its rights under this Agreement, or delegate the performance of any of his duties hereunder, without the prior written consent of the Client. 16. Modi cation or Amendment. No amendment, change or modi cation of this Agreement shall be valid unless in writing signed by the parties hereto. 17. Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and e ect. 18. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and e ect. NOW THEREFORE, the undersigned have executed this Agreement as of March 10, 2022 CONTRACTOR Paige Fuoco Brand Strategist Hoyden Creative Group LLC Signature: Date: 03/10/2022 CLIENT Full Name: _________________________________ Title: __________________________________ Company Name: __________________________________ Signature: __________________________________ Date: ________________________