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CITY OF MUSKEGON
DOWNTOWN DEVELOPMENT AUTHORITY (“DDA”)
REGULAR MEETING
DATE OF MEETING: Tuesday, Dec. 14, 2021
TIME OF MEETING: 10:30 A.M.
PLACE OF MEETING: City Hall Commission Chambers,
933 Terrace, Muskegon, MI
AGENDA
I. Roll Call
Il. Approval of the special meeting minutes of Nov. 30, 2021
Ill. Brownfield Redevelopment Authority business
None
IV. Downtown Development Authority business
A. DDA financial statement (City Finance)
B. Recognition of Lakeshore Art Festival award — information (Ann Meisch)
C. Support of new event, (Dave Alexander)
D. New event contract with CMF Marketing and Events (Ann Meisch)
V. Other
VI. = Adjourn
AMERICAN DISABILITY ACT POLICY FOR ACCESS TO OPEN MEETING OF THE CITY COMMISSION AND ANY OF
ITS COMMITTEES OR SUBCOMMITTEES
The City of Muskegon will provide necessary reasonable auxiliary aids and services, such as signers for the hearing
impaired and audio tapes of printed materials being considered at the meeting, to individuals with disabilities who want
to attend the meeting, 24- hour notice to the City of Muskegon. Individuals with disabilities requiring auxiliary aids or
services should contact the City of Muskegon by writing or calling the following: Ann Marie Cummings, City Clerk at
933 Terrace Street, Muskegon, MI 49440 or by calling (231) 724-6705 or TTY/TDD: Dial 7-1-1 and request that
representative dial 231-724-6705
CITY OF MUSKEGON
DOWNTOWN DEVELOPMENT AUTHORITY (DDA)/
BROWNFIELD REDEVELOPMENT AUTHORITY (BRA)
SPECIAL MEETING MINUTES
November 30, 2021
The meeting was held in the City Commission Chambers. Chairperson M. Bottomley called the
meeting to order at 12:00 PM and roll was taken.
MEMBERS PRESENT: M. Bottomley, B. Hastings, J. Riegler, M. Kleaveland, J. Moore, H.
Systema, F. Peterson, S. Black, D. Kalisz.
MEMBERS ABSENT: (Members excused) M. Johnson Sr., J. Wallace Jr., D. Pollock.
STAFF PRESENT: P. Wills, Director of Strategic Initiatives; D. Alexander,
Downtown Manager, J. Eckholm, Director of Economic
Development/Development Services Division, and Mike Franzak,
Director of Planning.
OTHERS PRESENT: None
APPROVAL OF MINUTES
Motion by F. Peterson, second by J. Moore, to approve the regular meeting minutes for November
9, 2021. Voice vote, all approved.
BROWNFIELD REDEVELOPMENT AUTHORITY BUSINESS
Infill Housing Project ( 3"¢ Amendment) (Pete Wills-Mike Franzak):
City staff is seeking approval of the Brownfield Redevelopment Author ity to amend the
Infill Housing Project (3rd
Brownfield Plan and add additional eligible parcels to the City’s
Amendment).
the 119 parcels previously adopted in
The 3"! Amendment adds an additional 386 parcels beyondPrope rties for this project and the
the 2"! Amendment. This brings the total to 505 Eligiblethe Infill Housing Project (2"4
lots are scattered throughout the city. The BRA approvedssion on Decem
Amendment) on November 24, 2020 and the City Commi ber 8, 2020. This
amendment seeks to modify the plan by adding in all of the government-owned, vacant
residential properties in the city.
Staff Recommendation: City staff has prepared this Infill Housing Project (3°! Amendment)
Brownfield Plan Amendment and recommends approval.
resolution for the
Motion: Made by J. Riegler, supported by B. Hastings to approtve(3"!theAmend
Brownfield Plan Amendment for the city’s Infill House Projec ment), to request a
public hearing before the Muskegon City Commission, and to have the City Commission
consider adoption of the Plan.
Roll Call Vote:
M. Bottomley: Yes B. Hastings: Yes J. Riegler: Yes
M. Kleaveland: Yes J. Moore: Yes H. Systema: Yes
F. Peterson: Yes S. Black: Yes D. Kalisz: Yes
Allin favor, motion passes.
DOWNTOWN DEVELOPMENT AUTHORITY BUSINESS
None.
PUBLIC PARTICIPATION
None.
OTHER
None.
AJOURNMENT
12:26pm
Muskegon Downtown Development Authority
Agenda item A for 11-9-21
Acceptance of financial statement Nov. 30, 2021
Requesting party: City Economic Development
ment
Outline of request: Staff is asking the DDA board to review and accept the financial state
for Nov. 30, 2021.
Background: The finances of the DDA are status quo since the last meeting
Staff comments: None
Staff recommendation: To accept the Nov. 30, 2021 financial statement.
Suggested motion: | move to accept the Nov. 30, 2021 financial statement.
DDA FINANCIAL FOR 11/30/2020
FY TOTALS
Revenues FY 2020-21 BUDGET FY2020-21 ACTUAL FY2021-22 BUDGET NOVEMBER 30, 2021
Taxincrement 3 490,931.00 |$ 490,931.00} $ 310,287.00
| $ ee -
Reimbursement -State
ent Revenue*
Event
rom CapitalProjectss FFund ee
Trans From ee
InterestIncome S 100.00 |
Fundraising Revenue
- 112,{653.0100.
BID Income (or $50,00000 levy)**Qe $s
BID ~17,0000.00 |
Sponsorship ee ee eee-
Former Mail Brownfield Incomee (GF) S -
5 603,684.00 | $ 541,509.94 | $ 327,287.00 | $ -
Total
FY2020-2
FY 2020-21 1 ACTUAL FY 2021-22 FY 2021-22
Expenses 75,024.35] S$ 28,636.61 |
Business Dev. Manager Wages [$73,781.0 0| S§
Trans to GF- Marketing, Events, Overhead ee ee
* SS 48.0
BB 0/$ ssses tas}$ 2,498.90|
FICA(7.65%) ss t—<“C~ S$7A. 20.
410.00|$ 430.76|So
WorkersComp(2%) S$
Insurance ai$ 2,7432,743.00 7,748.00| ee ee ee 1,922.63
Residency Bonus (4%) S$ .00 |$4,881.40 So es 133.20
Life Insurance (0.24% ) S$ 270. 00 S$ 301.84|S5 - |$
S 8,000.00 | $ 6,756.40 | $ - S 2,898.81
401(k) (6%) 93,046.60 | $ 95,500.00 | $ 36,261.35
Total Salaries/Benefits $ 98,800.00 | $
ee ee eee a Ee eee
Walkability improvements ee $150000 |
IStreetscape/Wayfinding ;{Walkability So _
Public Art (Downtown Initiative) St ; ee
Landscaping . - 7 $ ___3,000.00 |
Snow Removal
_ - s -
Facade Program_ ee ee ee ae
Financial Incentives ee eee es 90. 52||
Downtow nPark(s j"TM* SSSCS* ~*=“~* ‘“‘“‘~$s‘SSSCSCSSSC C 000.00/$0 6,1
8 88BOL| $SH __3 2,000.0
S 9,703.22 § 2,99 8.04
[Marketing/Promo tions —- [se nn
Blight i - |. a pS rs
Office Space and Misc Operating eOCtSCSd SS«909.23 $ ~9000.001$ —_-3,390.80_
S - S 23,211.25 | $ 65,000.00 | $ 12,579.36
Total Recurring Costs $ - |$ :
Morris Street Lot $ +
of egon
Taste ofMusk tt” rs ne es Po
S -
Lakeshore Art Festival - $ - $ -
Projects and Events $ - $
S$ - |$ | 134,072.00|$ a ee
County Debt Payments ($1M)_ ‘130,000.00 7
Mercy Health Arena HVAC/Roof******* —\s 208,081.00] $ _208,051.00[$ - |[s -
Other Debt Payments (smartzone) rs - - a
$ 208,051.00 | $ 342,123.00 | $ 130,000.00 | $ -
Total Debt Payments 458,380.85 | $ 290,500.00 | $ 48,840.71
Total Expenses $ 306,851.00 | $
|$ 296,833.00 | $ 83,129.09 | $ 36,787.00 | $ (48,840.71)|
[Net Rev/Expenses
[ $s 6,347.00 | |$ 89,476.09 |
[Fund Balance at Beginning of Year
[Fund Balance at End of Year | i$ 89,476.09 | i$ 40,635.38 |
s 11-30-21
O:\Planning\COMMON\DDA - BRA\DDA - BRA 2021 - current year\121421 DDABRA meeting\DDA financial
EVENTS FINANCIAL FOR 11/30/2021
FY TOTALS
FY 2020-21 BUDGET FY2020-21 ACTUAL FY2021-22 BUDGET NOVEMBER 30, 2021
Revenues
TaxincrementState_ -_|$ an -_ | 3 a
ee S ~| — $s _- S$ -
Reimbursement - _—_—-75,635.38|$ 161,750.00 | 5
EventRevenue* dS 96,200.00] $
_ ee S$ So ot
Trans From Capital Projects Fund S$ ee
Interest Income - _ 41s _- [$s _
Fundraising Revenue** $ 5,000.00 | $ ~s09.78{$——5,000.00]$
BID Income (or $50,000 levy}** 7 S - |$ oe So - §$
e e 70,000.00 |$ 37,680.00] $ _—_—87,000.00 | $ 19,130.00.
Sponsorship S - S -
Former Mall Brownfield income (GF) S -
$ 171,200.00 $ 118,325.16 5 253,750.00 | $ 71,939.00
Total
FY 2020-21 FY2020-21 ACTUAL FY 2021-22 FY 2021-22
Expenses
Business Dev. Managerg,Wages 3 — |S a ee
Trans to GF-Marketing, Events, Overhead {$s - S$ - {$e —-[$s
FICA (7.65%) ee $s 7 fs - $_ - S$
Wor (2%) s
Compker $ an -_|3 ee ee
Insurance $ ee -_|$ ee oe es
ResiBonus denc (4%) y -_|$ ee
Life insurance (0.24%) -_|$ ee -
401(k) (6%) $ : $ - $ - $
Total Salaries/Benefits $ - [§ - $ : $ -
Walkabilityimprovements 8 $ e
Streetsca pe/Wayfinding / Walkability .$ -_[sSs 7 |$|s a S os
|S - - - a
Public Art (Downtown Initiative)
landscapng. ee
Snow Removal ee ee a
FagadeProgram -_|s ee
FinancialIncentives )}**** -_([s e
DowntownPark(s -S$ S_ - i$
§
Marketing/Promotio ns e e 2 S o S$ :- \$ee
Blight a ae et $ _ - $e $e
S - iS - S - iS -
Office Space and Misc Operating - |$ -
Tota! Recurring Costs $ - |$ - |$
Miscellan eous Events(Cookie Crawl, Letter sS
to Sa) $= _ So 65, 375.00 |AL S
Taste of Muskegon 2,600.00 | $ 2,210.24 $ $ 71,704.84
S 159,279.00 | $ 120,497.72 | $ 159,279.00 | $ 23,045.98
Lakeshore Art Festival 224,654.00 $ 97,462.77
Projects and Events s 161,879.00 | $ 122,707.96 | $
ee 7 Js - S ee ee ee
CountyDebt Payments ($1M) _ - |
Mercy Health Arena, HVAC/Roof****** |S - S - |$_
ts (smartzone) $ - $ - S -
Other Debt Payments - Ss -
Total Debt Payments 5 - 5 - $
s 161,879.00 | $ 122,707.96 | $ 224,654.00 $s 97,462.77
Total Expenses
|Net Rev/Expenses |$ 9,321.00 | $ (4,382.80)| $ 29,096.00 | $ (25,523.77)|
[Fund Balance at Beginning of Year i$ - | |$ (4,382.80)|
[Fund Balance at End of Year | [$s (4,382.80)| |$ (29,906.57)
O:\Planning\COMMON\DDA - BRA\DDA - BRA 2021 - current year\121421 DDABRA meeting\DDA financials 11-30-21
TOTAL FINANCIAL FOR 11/30/2021
FY TOTALS
Revenues FY 2020-21 BUDGET FY2020-21 ACTUAL FY2021-22 BUDGET NOVEMBER 30, 2021
Tax Increment S 490,931.00 | $ 490,931.00 | $ 310,287.00 | $ __ ~
_ 4s - S - Ss - S -
Reimbursement - State 52,809.00
Event Revenue* $ 96,200.00 | $ 75,635.38 | $ 161,750.00 | $
S - S - S$ - S -
Trans From Capital Projects Fund -
Interest Income S 100.00 | $ 1,210.06 | $ - S
S 5,000.00 | $ 5,009.78 | $ 5,000.00 | $ -
Fundraising Revenue** 3,972.68
BID Income (or $50,000 levy)** S 112,653.00 | $ 165,306.55 | $ 129,000.00 | $
S 70,000.00 | $ 37,680.00 | $ 87,000.00 | $ 19,130.00
Sponsorship -
Former Mall Brownfield Income (GF) S - Ss - S - s
$ 774,884.00 | $ 775,772.77 | $ 693,037.00 | $ 75,911.68
Total
Expenses FY 2020-21 FY2020-21 ACTUAL FY 2021-22 FY 2021-22
Business Dev. Manager Wages $ 73,781.00 | $ 75,024.35 | $ - S$ 28,636.61
Trans to GF - Marketing, Events, Overhead S - S - S - S -
FICA (7.65%) S 5,848.00 | $ 5,651.85 | $ - S 2,498.90
Workers Comp (2%) $ 410.00 | $ 430.76 | $ - § 171.20 |
Insurance Ss 7,748.00 | $ - iS - S 1,922.63
S 2,743.00 | $ 4,881.40 | $ - $ -
Residency Bonus (4%) 133.20
Life Insurance (0.24%) S$ 270.00 | $ 301.84 | $ - S
S 8,000.00 | $ 6,756.40 | S$ - s 2,898.81
401(k) (6%) 36,261.35
Total Salaries/Benefits $ 98,800.00 | $ 93,046.60 | $ 95,500.00 | $
BID Expenses $ - {$s 159,762.00 | $ - [$ 2,000.00
Streetscape/Wayfinding / Walkability S - S - S 15,000.00 | $ -
Public Art (Downtown Initiative) $ - S - S - S -
Landscaping $ - |$ 3,000.00 | $ 65,000.00 | $ 25,441.32 |
Snow Removal S - S - S 30,000.00 | $ 1,335.00_
Facade Program $ - |$ - |S - [S$ -
Financial Incentives Ss - S - $ - S -
$ - S 3,598.80 | $ 9,000.00 | $ 6,190.52
Downtown Park(s)**** 2,998.04
Marketing/Promotions S - S$ 9,703.22 | $ 32,000.00 | $
: -{s - |S - |$ -
Blight $ - 5 6,909.23 | $ 26,000.00 | $ 3,390.80
Office Space and Misc Operating 41,355.68
Total Recurring Costs $ - S 182,973.25 | $ 177,000.00 | $
S - S - iS - $ 2,711.95
Morris Street Lot 71,704.84
Taste of Muskegon S$ 2,600.00 | S$ 2,210.24 1 $ 65,375.00 | $
Lakeshore Art Festival S 159,279.00 | $ 120,497.72 | $ 159,279.00 | $ 23,045.98
$ 161,879.00 | $ 122,707.96 | $ 224,654.00 | $ 97,462.77
Projects and Events -
County Debt Payments ($1M) S - S 134,072.00 | $ - $
|Mercy Health Arena HVAC/Roof******* S 208,051.00 | $ 208,051.00 | $ 130,000.00 | $ -
Other Debt Payments (smartzone) S - S$ - S - S -
$s 208,051.00 | $ 342,123.00 | $ 130,000.00 | $ -
Tota! Debt Payments 175,079.80
Total Expenses $s 468,730.00 | $ 740,850.81 | $ 627,154.00 | $
[Net Rev/Expenses |$ 306,154.00 | $ 34,921.96 | $ 65,883.00 | $ (99,168.12)|
[Fund Balance at Beginning of Year | |$ 6,347.00 | |$ 41,268.96 |
[Fund Balance at End of Year | is 41,268.96 | iE (57,899.16)|
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LAKESHORE
“ART FESTIVAL
CONTACT: CARLA FLANDERS
LAKESHORE ART FESTIVAL DIRECTOR
PHONE: 616.893.5459
director @lakeshoreartfestival.org
NEWS RELEASE
FOR IMMEDIATE RELEASE
November 11, 2021
Lakeshore Art Festival: Pure Michigan Award, Call for Artists and Grant Recipient
MUSKEGON, MI -
Pure Michigan Award
The Lakeshore Art Festival (LAF) was honored at the recent Pure Michigan Governor’s Confere nce on Tourism as
the recipient of the 2021 Pure Award. The Pure Award is intended to recogniz e Michiga n tourism entities that
have pioneered the incorporation of innovative and exemplary best practices in natural, cultural, and/or
heritage stewardship into their daily operations. This year’s Pure Award went to Lakeshor e Art Festival (LAF) an
event of the City of Muskegon working in collaboration with the Muskegon Lakeshore Chambe r of Commerce,
Visit Muskegon (Convention and Visitors Bureau), the Muskegon Museum of Art and many local businesses.
LAF is centered around positive social, economic, and environmental impacts that complem ent the revitalization
us
of Muskegon as a tourist attraction and a great place to live, work and play. This collaboration was a conscio
ship, supporting the
effort to help revitalize downtown Muskegon through investment, environmental steward 10,289 pounds of
arts and tourism. Before the pandemic, the festival brought in 50,000 visitors, diverting
material from landfills while providing more than $7 million dollars in economic impact.
Call for Artists
Applications to be a fine art or handcrafted exhibitor are now open for the award-winning Lakeshore Art
the jury and review
Festival. LAF is a juried show, professional artists and fine art/craft coordinators serve on allowed.
each exhibitor application before they are accepted into the show. No buy-sell items are The event will
take place in downtown Muskegon, Michigan on Saturday, June 25 and Sunday, June 26, 2022.
Applications are accepted online only and can be accessed through Zapplications to or via lakeshoreartfestival.org.
Local and national artists are encouraged to apply. Exhibitor amenities include: $3,000 in Fine Art/Fine Craft
awards and Craft Market People’s Choice Awards. Extensive marketing and publicit y using online/print
media, magazine, social media, industry trade publications, posters, postcards, radio advertising, television
and billboards. Vehicle access near booth site for easy set up and teardown. Private security patrolling park
water
and streets overnight Friday and Saturday. Exhibitor hospitality which includes morning coffee, rjuice,
breaks.
and baked goods. Friendly Lakeshore Art Festival Committee Member booth sitters for exhibito
Grant Recipient
The Lakeshore Art Festival has been awarded a grant of $17,500 from the State of Michiga n Council for Arts
and Cultural Affairs (MCACA). The grant was awarded through the MCACA peer review process and was one of
594 applications to compete for MCACA fiscal year 2022 funding.
Organizations receiving a MCACA grant award are required to match those funds with other public and private
PADNOS, Blended
dollars. Local support of the project included DTE Foundation, Howmet, Nichols, Mart Dock,communi
Furniture Market and many more. LAF also receives significant volunteer support from the ty with
help from the United Way of the Lakeshore, local schools, and residents.
“These dollars are vital to the maintenance and growth of the Lakeshore Art Festival. The fundsdswillofhelp with
event production and in turn add economic vibrancy to our community as we welcome thousan , Lakeshore
exhibitors and guests to the Muskegon Lakeshore area next summer,” commented Carla Flanders
Art Festival Director.
More about the Lakeshore Art Festival:
The 2022 dates are June 25 and 26. The annual art festival brings thousands of guests, hundreds ofvefine art and
craft exhibitors, a multitude of food vendors, children’s activities, street performe rs and interacti art
installations to Downtown Muskegon. The festival ranks as one of the Top 200 Best in the Country by n
Sunshine Artist Magazine, has been recognized as People’s Choice Award: #1 Art Festival in West Michiga
and as one of the Best Art Fairs in America by ArtFairCalendar. com. Since 2014, the Lakeshor e Art Festival has
brought in over $7.5 million dollars to the Muskegon Lakeshore area and support ed a number of local non-
please contact
profits. If you are interested in getting involved as a volunteer or local business sponsor,informat Carla
Flanders at director@lakeshoreartfestival.org or visit lakeshoreartfestival.org for more ion.
HHH
Muskegon Downtown Development Authority
Agenda item C for 12-14-21
Support of a new art-craft event downtown in March 2022
Requesting party: City Economic Development
Outline of request: Staff was approached last week by Carla Flanders of CMF Marketing &
Events and the Lakeshore Art Festival to have the city and the DDA back a new late-winter
event to generate downtown activity, support LAF vendors and delight customers.
Background: CMF’s proposal for the Michigan Makers Market is outlined in a memo produced
by Carla Flanders in conjunction with her LAF team. The plan is for a single-day event, March
12, 2022 in the VanDyk Mortgage Convention Center. The vendors would be Michigan fine art
and craft producers who likely have been longtime LAF participants. The customers would be
from around the West Michigan region. The overall $29,400 estimate of producing the event
nets a very preliminary estimate of $1,100 for the DDA based upon $31,000 in income from
booth fees, entrance fees, sponsorship and merchandise sales. Booth fees would be $100 for 75
vendors and entrance fee of $5 for a conservative estimate of 1,500 attendees.
Staff comments: CMF and the LAF team have proven themselves over the years. Staff is
comfortable that they have come up with a plan that is feasible and likely to succeed. The DDA
budget and most recent event success makes a $30,000 ultimate risk doable. This is an event
that is supported by the convention center management and is great for Downtown Muskegon
in a slow, many times bleak month of March. A $7,000 management fee to CMF is your next
agenda item. If the event is to be produced, the DDA would need to take action at the Dec. 14
meeting or there would not be enough time for the event’s creation.
Staff recommendation: Staff recommends the DDA be the fiduciary for the new Michigan
Makers Market on March 12, 2022 in the same way the DDA has financially backed the
Lakeshore Art Festival and Taste of Muskegon through the city clerk’s event staff.
Suggested motion: | move for the DDA to support the creation of a new March 12, 2022 one-
as
day art and crafts event in the VanDyk Mortgage Convention Center in Downtown Muskegon
fiduciary of the event.
Michigan Makers Market — Overview
What: An indoor winter marketing featuring 80-100 booths of crafts and fine art HANDMADE
IN MICHIGAN.
Who: A Production of the Lakeshore Art Festival. Created and produced by the Lakeshore Art
Festival team. Supported by the DDA and the City Clerks Office.
Where: The new VanDyk Mortgage Convention Center
When: March 12, 2022, 9am-5pm
Finances: Funds will run through the City of Muskegon.
Draft Budget:
Budgeted 2022
Booths $ 7,500.00
Entrance Fee S$ 7,500.00
Sponsorship S 15,000.00
Merchandise S 1,000.00
Totals | $ 31,000.00
Budgeted 2022
Exhibitors (application
fee/welcome bag/ etc) S 1,500.00
Insurance (TBD) S 600.00
Logistics (Rental Fee) S 7,500.00
Logistics (Supplies/Shirts) S 800.00
Marketing (Signage, Design,
Branding, Website, Ads, etc) S 12,500.00
Staff (CMF Marketing & LAF
Assistants) S 7,000.00
Totals | $ 29,400.00
NETTOTAL $ 1,100.00
Muskegon Downtown Development Authority
Agenda item D for 12-14-21
Approval of a Michigan Market Makers management agreement
Requesting party: City Economic Development
Outline of request: Staff is for authorization to renew a management contract with CMF
Marketing & Events to produce a new 2022 Michigan Market Makers event in downtown
Muskegon.
Background: CMF’s Carla Flanders has successfully produced the Lakeshore Art Festival on
behalf of the Muskegon chamber and the community for many years and was contracted by the
city Clerk’s Office event team to produce what was a successful 2021 event.
Staff comments: The proposed draft contract will be presented to you before your meeting on
Dec. 14 and is in the same format as the 2022 LAF agreement with CMF that you already have
approved. The contract price is $7,000 and is part of the event overview in Agenda Item C.
Staff recommendation: To approve a new event management agreement with CMF Marketing
& Events for the Michigan Market Makers on March 12, 2022.
Suggested motion: | move to approve a new event management agreement with CMF
Marketing & Events for the Michigan Market Makers and direct City Clerk Ann Meisch to
execute it.
| CME MARKETING & EVENTS
CMF Marketing, LLC
Mater Services Agreement
December 14, 2021 between CMF Marketing LLC,
This Master Services Agreement (Agreement) is effectiveliabilit
located in Norton Shores, MI, a Michigan limited of Muske y company (CMF Marketing), and Downtown
Development Authority (DDA), an entity of the City gon, located at 933 Terrace St, Muskegon,
MI 49440 (Client).
for the provision
and CMF Marketing desires to be so engaged,valid
The Client desires to engage CMF Marketing,condit
of services in accotdance with the terms and ions contained in this Agreem ent. For consideration
received, the parties agree as follows:
1. CMF Marketing Services and Statement of Work.
1.1 CMF Marketing is in the business of providingand professional marketing consulting services. CMF
charge the fees (Fees) in accordance with the
Marketing shall perform the services (Services) or SOW),
statement of work (hereafter, Statement of Work which is attached and incorporated into
this Agreement.
project CMF Marketing will complete for Client under
1.2 A SOW shall be completed for each separateing not complete any work other than the work-
the terms of this Agreement. CMF Market will this document as part of the Agreem ent.
desctibed on the SOW. Each SOW shall be incorporated intor (SOW No.) which will be refere nced on
Each SOW shall have a unique Statement of Work Numbe
the invoices.
and shall
become effective when signed by both parties otherw
2. Term of the Agteement. This Agreement will ated earlier as ise
the Effective Date (Term), unless termin such termination, this
continue for a period of 4 month(s) fromevent
provided for in this Agreement. In the any SOW temains in effect follow ing
ue in effect with regard to such SOW until the termination of the SOW. All
Agreement shall govern and contin which CMF Market ing render s
provisions of this Agreement shall apply to all services and periods of time in
services for Client.
Monthl y, or
3.1 Client shall pay the Fees in the Statement of Work. Fees are either paid as a Flat Fee,
3. Fees and Expenses.
a. Flat Fee, Flat Fee is defined as paymentIfforthethe
Hourly.
Services via one pre-determined Fee, which wills
be described on the Statement of Work. theServic es ate charged at a Flat Fee, payments toward
the total Flat Fee will be paid according to schedule on the Statement of Work.
b. Monthly Fee. Monthly Fee is defined as payment for the Services via one pre-determined Fee on
on the Statement of Work. Client will be
a Monthly basis, the frequency of which is described the invoices is due in fourteen (14) days.
invoiced on a monthly or bi-weekly basis. Payment on Service
the
c. Hourly Fee. Hourly Fee is defined as payment for be s according to the time it takes for
CME Marketing to complete the work. Client may Hourl requir to pay a retainer, which will cover
ed
acettain number of hours toward the Services. The y Fee will be described in the Statement
of Work. CMF Marketing will invoice Client atformilest ones defined in the SOW, or if no such
month.
milestones ate specified, on a monthly basis Services performed in the previous
Payment on the invoices is due in fourteen (14) days.
1of5
d. Additional Work. Any work CMF Marketing completes outside of Services and Fees in the
Statement of Work will be considered Additional Work. Unless otherwise specified in writing,
Additional Work will be charged on an hourly basis at an hourly rate of $75 and will be invoiced
and due in accordance with Section 3.1(©).
3.2 If the Client fails to pay at the time payment is due, a late fee of one and a half percent (1.5%) will be
added to the total for every month the payment is late. Further, CMF Marketi ng may choose to
discontinue Services until payment is up to date.
3.3 The Fee outlined in the Statement of Work is the amount owed. The Fee will be due regardless of
termination of the services by the Client or terminat ion for cause by CMF Marketing, see Section 7.
3.4 CME Marketing reserves the right to amend Fees from time to time during the Term of this Agreement.
3.5 Client will be responsible for payment of all attorney fees and costs associat ed with the collection of
any balance owed or any additional fees Client owes CMF Marketi ng under the terms of this
expenses and costs, including
Agreement.
3.6 The Client shall reimburse CMF Marketing for reasonable out-of-pocket
the Client’s behalf. Mileage will be
mileage, incurred in the performance of the Services (Expenses) on
charged according to the current IRS standard business rate. Expenses will be invoiced and shall be
paid within 14 days after Client’s receipt of the invoice.
4, Client Duties, Representations and Watranties.
4.1 Client agrees faithfully and diligently to perform the following in accordance with the terms and
conditions of this Agreement:
a. Provide CMF Marketing with the necessary approval, if applicable, required for CMF Marketing
to complete the Services.
b. Grant CMF Marketing unrestricted access to all systems and information CMF Marketing requires
to complete the Services.
c. Pay CMF Marketing for the Services provided according to the Fees listed in each of the
Statement(s) of Work.
4.2. Client represents and warrants the following:
a. Client has the full right and power to enter into and perform this Agreement without any additional
consent from any third party.
b. Client has provided CMF Marketing with accutate data and information necessary for CMF
Marketing to perform the Services contemplated by this Agreement.
performance of the
c. All content supplied to CMF Marketing for CMF Marketing’s use in thecontent
Services are owned by Client, ot, Client has the legal tights to use the in a mannet
consistent with CMF Marketing’s Services.
d. Client has not intentionally omitted or altered any information or data necessaty for CMF
Marketing to complete the Services
5. Limits on CMF Marketing Liability. CMF Marketing will perform. CMF the Services in accordance with the
industry standard expected from a professional providing these Services Marketing does not guarantee
or watrant that the work performed under the terms of this Agreement will be free from errors ot omissions.
systems, transactions, payment of
Client is ultimately responsible for the maintenance of its own accountingServices
taxes, documentation, management, oversight, and implementation of the or anyCMF Marketing provides.
other damages, including
Client agrees not to hold CMF Marketing liable for any lost profits, income,Marketing’ liability
any consequential damages resulting from CME Marketing’ Services. CMF is limited to the
amount of CMF Marketing’ Fees payable under this Agreement.
CMF Marketing, its affiliates, and their
6. Indemnification. The Client shall indemnify, defend, and holdagents,
respective officers, directors, shareholders, members, employees,, obligatioand other representatives harmless
from and against all claims, losses, expenses, liabilities, demands ns, or damages of every kind and
nature (including, without limitation, reasonable attorney fees and expenses) (Losses), arising out of or related
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to (i) any act or omission of the Client; (ii) any breach of Client’s represenintation and warranties, (iii) any breach
of this Agreement by Client; and (iv) any other matter referred to thisnt, exceptnt, Agreeme including without
to the
limitation the performance of the services that ate the subject of this Agreemeresulted from the gross extent that any
such loss, claim, damages, or liability are finally judicially determined to have negligence,
bad faith, willful misfeasance, or reckless disregard by CMF Marketing of its obligati ons or duties.
7. Termination.
7.1 Termination by CMF Marketing.
a. No Cause. CMF Marketing reserves the right to, and Client agrees, that upon CMF Marketing may
terminate any and all services to Client for no cause and without any reason thirty (30) days’
notice. The Termination Date is the date the 30 days’ notice expires. In the event CMF Marketing
terminates for no cause:
i If the Services are charged by Flat Fee and CMF Marketing has completed seventy five percent no
(75%) ot mote of the Services as of the Termination Date, Client shall pay the balance and ed on
refund shall be issued. If seventy five percent (75%) or less of the Services are complet
the Termination Date, Client is only respons ible for the Flat Fee in proport ion to the Services
rendered, and if applicable, CMF Marketing will issue a refund to Client in proportion to the
Services not completed. Determination as to what proportion of Services are completed will
be at the sole discretion of CMF Marketing.
before the
ii, If the Services are charged by Monthly Fee, Client shall pay all Monthly Fees dueTermina
Termination Date and will receive no refund for the payment s made as of the tion
Date. Client will not be responsi ble for any payment s in the Stateme nt of Work, which would
be due after the Termination Date.
iii. If the Services are charged by Hourly Fee, Client shall pay for all time CMF Marketing has
spent on performance of the Services before the Termination Date.
b. Cause, CMF Marketing reserves the right to, and Client agrees that CMFandMarketi ng may, cancel
this Agreement and terminate any and all services to Client immediately,3, 4, orwithout prior notice,
in the event that Client fails to fulfill any obligati ons under Section any other material
obligations contained in this Agreeme nt. If CMF Marketi ng terminat es this Agreem ent for cause,
CMF Marketing shall retain the right to recover any remaining payments owed to CMF Marketing
that it waives
by the Client, which are due beyond the termination of this Agreement. Client toagrees
CMF Marketing.
any tight it may have against CMF Marketing to offset fees payable by Clientfor any other reason,
7.2. Post-Termination Rights. Except as provided in Section 8.1(a), after termina tion
CMF Marketing shall retain the right to recover any remaining payments owed to CMF Marketing by
any
the Client, which are due beyond the termination of this Agreement. Client agrees that it waives
right it may have against CMF Marketing to offset fees payable by Client to CMF Marketing.
8. Proprietary Rights and Confidentiality.
8.1 Proprietary Rights for Works Created by CMF Marketing, Client expressly recognizes that CMF Marketing
is the author or owner of any and all materials providedto Client by CME Marketing, as well as all the
attendant Intellectual Property Rights. CMF Marketing grants a licensein the for Client to use such
Intellectual Property Rights, internally. Client is not now, nor at any timeor outsidefuture authorized to
use CMF Marketing’s proprietary materials for commercial purposes of Client’s own
operations.
8.2. Confidentiality. Neither patty shall use, exploit, or make known to any person or business entity, any
t to the relationship created
information directly ot indirectly received by a party ot acquired pursuanbusiness affairs,
by this Agreement, including, without limitation, information relating to data, designs,
manuals, training materials and documentation, formulas, ideas, inventio ns, knowled ge of
timekeeping data, products
manufacturing processes, methods, prices, financial and accounting data,(Confide
and product specifications, systems and technical information ntial Information).
permitted to disclose
Notwithstanding the foregoing, CMF Marketing and the Client shall each beaccountants, attorneys,
Confidential Information of the other to its own employees, subcontractors,
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y for
and other agents and its affiliates or subsidiaries to the extent the disclosure is reasonably necessarunder
the performance of its duties and obligations or the enjoyment of its rights
this Agreement; provided, however, that CMF Marketing and the Client shall be responsibleparties for any
violation of the confidentiality obligations set forth in this Agreement by any permitte d third to
which it provides Confidential Information.
9, Marketing. CMF Marketing retains the right to produce and make public a marketing casebutstudy of the
Client’s success and list Client and/or its logo on CMF Marketing’s collateral material, including not limited
to CME Marketing’s social media links, email campaigns, and other marketing materials. CMF gMarketin g also
retains the right to publish non-confidential communications between Client and CMF Marketin for marketin g
purposes upon Client’s consent.
10. Force Majeure. If either party is prevented or delayed in the performance of any of its to obligations under
this Agreement due to Force Majeure (defined below), that party will provide written notice the other party
specifying the nature and expected duration of the Force Majeure. The performa nce of the party invoking Force
Majeure with respect to any obligation will be excused and the time for performa nce extended, but only for the
period of delay or inability to perform due to Force Majeute. If the total of any period of delay or inability to
perform due to Force Majeure asserted by either party during the Term equals or exceeds 30 consecuti ve days,
the other party will have the right, at its option, to either terminate this Agreement by written due notice or to
continue to excuse the first party’s performance for the period of any delay or inability to perform to Force
Majeure. In the event that the Agreement is terminated due to a Force Majeure event, CMF Marketin g reserves
the right to collect payment in accordance with Section 8.1(a). As used in this Agreement, “Force Majeure”
, including any
shall mean any act of God, fire, casualty, flood, war, strike, lockout, closures due to a pandemic
closures related to COVID-19, any consequences of a closure by executive order, labor trouble, or any other
circumstances beyond the reasonable control of the party asserting it that prevents or delays the performa nce
of any of its obligations under this Agreement.
11. Miscellaneous.
41.1 Retention. CMF Marketing will retain the file related to this Agreement for two years. It is Client’s
responsibility to retain and protect all necessar y financial documen ts for the requisite amount of time
with regard to potential examination by any governme nt or regulator y agency, prospecti ve buyers of
yout business, acquiring business loans, etc.
11.2 Assignment. Neither party may assign the rights or obligations under this Agreement.
11.3 Compliance with Laws. Both patties shall comply with all applicable international, national, and local laws
and regulations.
11.4 Nofives. Any notice required or permitted to be given under this Agreement must be in writing and may
be made by facsimile or electronic means. Notices may be delivered by facsimile, ordinary mail,
electronic means, express service, or any combinat ion thereof. Notice shall be effective on receipt.
11.5 Waiver. No act ot forbearance by either party shall be construed as a waiver of any tight or obligation
under this Agreement.
patties regarding the
11.6 Entire Agreement. This Agreement represents the entire agreement between theparties.
Services and shall not be modified without the express written consent of both
11.7 Survival. The provisions of Sections 6, 7, 8, and 10 shall survive the termination of this Agreemen t or
any telationship between the patties for the period set forth in that Section, and if not set forth,
indefinitely.
11.8 Governing Law. This Agreement is a contract made under and shall be governed by and construed in
accordance with, the laws of the State of Michigan without giving effect to its choice-o f-law principles.
‘The parties agree that any legal or equitable action ot proceeding with respect to this Agreeme nt ot the
transactions contemplated by it shall be brought only in any court sitting in Muskegon County of the
State of Michigan, or the Western District Court of the United States sitting in Michigan, and each of
the parties submits to and accepts generally and unconditionally the exclusive jurisdicti on of those
courts with respect to it and its property and irrevocably consents to the service of process in
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connection with any action or proceeding by personal delivery or by the mailing by registered or
certified mail, postage prepaid to its address first set forth above. Nothing in this Agreemen t shall
affect the right of any party to serve process in any other manner permitted by law. Each patty
irrevocably waives any objection to the laying of venue of any action or proceeding in the above-
described courts.
11.9 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason
whatsoever, the remaining provisions shall remain valid and unimpaited, and shall continue in full force
and effect.
11.10 Knowing Consent and Authority to Consent. The parties knowingly and expressly consent to the foregoing
terms and conditions. Each signatory is authorized to enter into this Agreemen t on behalf of its
respective patty.
Date: Date:
CME Marketing LLC: Client:
Carla M. Flanders Name:
Its: Owner Its:
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STATEMENT OF WORK
Flat Fee
This Statement of Work (“SOW”) is incorporated into the Master Services Agreement by and between CMF Marketing and
Client (the “Agreement”). This SOW describes Services to be performed and provided by CMF Marketing pursuant to the
Agreement. If any item in this SOW is inconsistent with the Agreement prior to such incorporation, the terms of this SOW will
control, but only with respect to the services to be performed under this SOW.
Description of Services:
Event Production: Produce event, create, design and implement new event for Downtown Muskegon - Michigan Makers
Market.
Exhibitors: Secure online program (Zapplications) to create registration basis for exhibitors, coordinate and place all
exhibitor promotions, and secure exhibitor applications.
Committee: Work with LAF team to solidify Michigan Made fine art / craft exhibitors, food vendors.
Sponsorship: Develop sponsorship opportunities and secure sponsorship dollars.
Marketing/Promotions: Manage and book marketing for event. Create and distribute press releases and email
communications. Work with design team to create, coordinate and manage all signage, ads, promotions, website
maintenance, etc.
Logistics: Work with the team to coordinate all logistical needs.
Budget: Manage approved budget and work with the City of Muskegon for funding structure.
Payment of Fees: Fees for Services provided under this SOW will be paid at a flat fee of $7,000 for the completion of the
above-described Services plus a portion of net funds. CMF Marketing shall be paid pursuant to the following milestones:
Milestone Projected Date Payment Amount
First Payment January 1, 2022 $3,500
Second Payment March 15, 2022 $3,500
Final Payment May 16, 2022 35% of net funds*
*Upon project completion, if net funds of $500 or more are realized, CMF Marketing will receive 35% of total net funds. Net
funds are defined by expenses, minus income. Funds will be awarded within 60 days of event completion and will be
awarded no later than the date listed above. If less than $500 of net funds are realized, no additional payment will be
awarded.
Schedule: CMF Marketing shall begin rendering the Services under this SOW on December 14, 2021 and Services shall
continue until the Services are completed, unless otherwise terminated under the Agreement.
Authorization: The below signed agents sign authorize the Services outlined in this SOW, pursuant to the Agreement.
CMF Marketing LLC Client
Signed: Signed:
By: Carla M. Flanders By:
Its: Manager/Member Its:
Dated: Dated:
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