Sponsorship Agreement for Birmingham Cruise Event C

Birmingham Shopping District Agenda Thursday, August 5, 2021 8:30 a.m.

The Community House 380 South Bates Street, Birmingham, MI 48009

Zoom link: https://us06web.zoom.us/j/82858311145

1. Call to order and Roll Call of Board 2. Recognition of Visitors 3. Presentations a. South Old Woodward Avenue reconstruction 4. Approval of Minutes for June 3, 2021 5. Board Member Comments 6. Reports: a. Finance Report b. Executive Director Report - Kammer c. Committee Reports: i. Special Events – Astrein – July & August ii. Marketing & Advertising – Pohlod – July & August iii. Maintenance and Capital Improvements – Quintal – July & August iv. Business Development – Surnow – July & August v.Executive Board Report – Hockman d. Parking Report - Astrein 7. Approval of Vouchers – July & August 8. Unfinished Business 9. New Business a. Approval of Downtown Birmingham Promotional Videos agreement b. Approval of WXYZ Sponsorship Agreement for Birmingham Cruise Event c. Approval of WOMC/Audacy Sponsorship Agreement for Birmingham Cruise Event d. Approval of General Motors Sponsorship Agreement for Birmingham Cruise Event 10. Information a. Announcements b. Letters, Board Attendance & Monthly Meeting Schedule 11. Public Comments 12. Adjournment

Birmingham Shopping District Mission Statement We strive to provide leadership in marketing, advertising and promotion of the Birmingham Shopping District.

We actively work to promote a district that is exciting, clean, safe and pedestrian-friendly and ensure that the district continues to serve as a center for business, service, social and community activities.

Notice: Persons with disabilities that may require assistance for effective participation in this public meeting should contact the City Clerk’s Office at the number (248) 530-1880, or (248) 644-5115 (for the hearing impaired) at least one day before the meeting to request help in mobility, visual, hearing, or other assistance. Las personas con incapacidad que requieren algún tipo de ayuda para la participación en esta sesión pública deben ponerse en contacto con la oficina del escribano de la ciudad en el número (248) 530-1800 o al (248) 644-5115 (para las personas con incapacidad auditiva) por lo menos un dia antes de la reunión para solicitar ayuda a la movilidad, visual, auditiva, o de otras asistencias. (Title VI of the Civil Rights Act of 1964). City of Birmingham Birmingham Shopping District Proceeding Thursday, June 3, 2021 - 8:30 a.m. ZOOM Meeting

Minutes of the meeting of the Birmingham Shopping District Board held Thursday, June 3, 2021, at 8:30 a.m. via ZOOM Meetings

1. CALL TO ORDER AND ROLL CALL OF BOARD

PRESENT: Astrein (Birmingham, MI), Eid (Bloomfield Hills), Hockman (Ashville, North Carolina), Kay (Birmingham, MI), Lipari (Birmingham, MI) Lundberg (Bloomfield Hills, MI), Markus (Birmingham, MI), McKenzie (Birmingham, MI), Pohlod (Birmingham, MI), Quintal (Birmingham, MI), Roberts (Bloomfield Hills, MI), Surnow (Birmingham, MI)

ABSENT:

ALSO PRESENT: Director Emeritus Fehan (Bloomfield Hills, MI), David Hoehendorf, Stuart Jeffares

ADMINISTRATION: Brook (Royal Oak, MI), Kammer (Birmingham, MI)

2. RECOGNITION OF VISITORS

3. APPROVAL OF MINUTES

MOTION: Motion by Astrein, seconded by Kay to approve the minutes dated May 6, 2021.

VOTE: Yeas, 12 Nays, 0 Absent, 0

4. BOARD MEMBER COMMENTS

5. REPORTS

a. FINANCE REPORT – KAMMER

Kammer explained that the revenue/expense report shows a credit in April of $3628. This was a refund given from the special assessments due to a miscalculation of square footage. There are also credits in personnel services from returning unvested deferred contributions from the former executive director.

The $59,000 variance in the supply account is due to the restaurant relief grant that were processed through that account.

Hockman added that we are tracking well and that the fiscal year will end June 30.

b. EXECUTIVE DIRECTOR REPORT - KAMMER

Kammer shared that he has been working on addressing items that were in his 30-day plan. He is meeting with board members, community organizations, and business and property owners. The staff is working on getting back into a routine. In addition, we just hired a new events and office assistant.

Kammer said that he will continue to make progress on the 30-day plan and will submit a 90-day plan to the executive committee next week.

c. COMMITTEE REPORTS:

SPECIAL EVENTS – ASTREIN

Astrein reported that the Farmers Market is doing well. Since restrictions changed June 1, we are able to go back to full capacity. Brook added that we are excited to have live music, food trucks, and lemonade back at the market next week. It will be much closer to our old normal market.

Movie Night will be a drive-in on June 11. The July and August events will be back to the typical format at Booth Park. Day on the Town will be able to proceed as it has in the past. However, we were instructed not to have special kids’ areas or activities. Businesses need to register by July 9 to participate.

It is still unclear as to how, or if, the Cruise event will be held. Markus explained that he expects some modifications, as large events are still a concern. He feels that commission would like to continue the event, but to a lesser scale. He also pointed out that there might be a conflict with road construction next year.

Astrein asked how this might affect expenses. Markus said that Kammer would look into that. Discussion continued that the Cruise event is more beneficial to some businesses than others. Kay shared that his business does well that day and that he would prefer to see the event continue as he feels we would have more control of the area.

Hockman let the board know that commission would officially address Birmingham’s participation in the Woodward Dream Cruise during their June 14 meeting.

MARKETING & ADVERTISING - POHLOD

Pohlod reported that, after a busy spring, the marketing committee did not hold a meeting in May. They are continuing to work on getting ready for the new fiscal year and finalizing the RFP for videos and print inserts instead of a magazine.

The committee is compiling analytics to show which posts are strongest and which are weakest. They are also working with Pure Michigan to make Birmingham seen more as a destination for the weekend. Pohlod added that Pure Michigan could bring access to a new demographic.

MAINTENANCE/CAPITAL IMPROVEMENTS - QUINTAL

Quintal shared that baskets and planters have been planted, but that it will take some time to see how they fill out. There is a plan to have power washing done twice this summer. We will share the date with merchants once it is set.

The snow removal contract should be finalized in the next week. In addition, the committee has decided not to have holiday lights across Merrill Street and is now looking for a new idea.

BUSINESS DEVELOPMENT - MCKENZIE

McKenzie reported that there is continued activity from interested businesses. Two prospects recently had their CEOs visit potential properties. He added that Ciura is pleased with the uptick in activity that she is seeing. The committee is working with Ciura on possibly creating some new marketing materials.

Kay asked if the city’s occupancy rate has gone down. Hockman responded that he believes it is still tracking very close to where it has been.

EXECUTIVE BOARD REPORT - HOCKMAN

Hockman welcomed Lipari as a new board member. Lipari said that she is excited to be a part of the board and is looking forward to having the chance to meet everyone in person.

d. PARKING REPORT - ASTREIN

Astrein shared that a maintenance report has been completed on four of the parking structures. It concluded that $10-$11 million is needed. The parking fund currently has about $18 million in reserves. The assessment on the Pierce Street structure should be completed soon.

The committee is looking into putting charging stations for electric vehicles into two structures. They are expensive and the technology does change, but they feel that it is time to start offering this service. The committee is still deciding on where to place the charging stations and what fees, if any, would be associated with using them. Hockman added that there might be incentives available to help cover the costs.

Beginning July 1, fees will be reinstated for parking in the parking structures.

e. CHAMBER REPORT

There was no report from the Chamber.

f. COMMUNITY HOUSE REPORT

There was no report from The Community House.

6. APPROVAL OF VOUCHERS

MOTION: Motion by Astrein, seconded by Quintal to approve the vouchers, as submitted, dated June 3, 2021.

VOTE: Yeas, 12 Nays, 0 Absent, 0

7. UNFINISHED BUSINESS

8. NEW BUSINESS a. Third Party Retail Recruiting Agreement Revision Addendum

Surnow explained that there was a misunderstanding of the compensation structure by the third party recruiter. Last year, due to the COVID-19 situation, much activity stopped and there were reduced incentives. As activity increases and deals are getting closer, we want to push to finalize deals. The revision includes an increase based on how many deals are closed. The cap is now $75,000.

Kay asked about the yearly budget. Hockman responded that, starting July 1 it is $100,000. Last year they spent approximately $15,000-$16,000 in addition to the recruiter. Therefore, we should be able to absorb this increase.

MOTION: Motion by Surnow, seconded by Roberts to approve the amendment to the agreement with CC Consulting to revise the compensation structure for successful tenant recruitment and retention.

VOTE: Yeas, 11 Nays, 0 Absent, 1 (Astrein unavailable for vote)

9. INFORMATION a. Retail Activity b. Announcements c. Letters, Board Attendance & Monthly Meeting Schedule

10. PUBLIC COMMENTS Markus shared that the Downtown Magazine had printed an editorial about the parking system and the triangle district. There is currently a debate about how funds can be used. This complicated issue dates back to when the first parking structure was built in 1955. All five structures were built west of Woodward. The debt for these structures has all been paid. However, nothing precludes a new assessment. There is now question as to whether or not RH or other new developments should have to pay into the parking system.

Hockman added that he felt the editorial was helpful. Hockman was involved with the Peabody and Chester structures. He shared that it was set-up as an enterprise fund, which can only be spent on the parking system. Reserve funds are there to help with renovations, not for the triangle district.

Markus continued that, if the triangle district were assessed, it could be a part of the parking system, but Woodward gets in the way.

Eid asked if there is really a demand for more parking in the triangle district. Markus responded that the need is not there now, but if further developed, it could become necessary. Markus concluded that he feels the real opportunity is in a public/private partnership.

Hockman encouraged board members to attend the June 14 commission meeting, as there would be an important vote regarding the RH project.

11. ADJOURNMENT – 9:55 A.M.

Respectfully submitted, Jaimi Brook (back-up notes on file)

07/19/2021 03:08 PM BALANCE SHEET Page: 1/1 User: kwickenheiser Period Ending 06/30/2021 DB: Birmingham Fund 247 PRINCIPAL SHOPPING DISTRICT

GL Number Description Balance

*** Assets ***

247-000.000-004.0000 PETTY CASH 250.00 247-000.000-005.0000 CASH AND INVESTMENTS 1,002,320.50 247-000.000-028.0000 MISCELLANEOUS 9,538.72 247-000.000-028.9999 ALLOW FOR DOUBTFUL ACCTS. (1,653.72) 247-000.000-045.0886 PSD PEC ASSESS 20-21 #886 RECEIVABLE 3,628.00 247-000.000-048.0886 PSD 2020-2021 DELQ SAD 68,375.40 247-000.000-101.0000 PREPAID ITEMS 5,602.65

Total Assets 1,088,061.55

*** Liabilities ***

247-000.000-202.0000 ACCOUNTS PAYABLE 11,429.44 247-000.000-255.0001 GIFT CERTIFICATES 450.00 247-000.000-257.0000 ACCRUED PAYROLL 21,625.78 247-000.000-367.0300 DEFER. INFLOWS - MISCELLANEOUS INVOICES 7,885.00 247-000.000-367.0700 DEFER. INFLOWS - SPECIAL ASSESSMENTS 3,628.00 247-000.000-367.0800 DEFER. INFLOWS - DELQ SPECIAL ASSESSMENT 68,375.40

Total Liabilities 113,393.62

*** Fund Balance ***

247-000.000-391.0000 RETAINED EARNINGS 885,969.25

Total Fund Balance 885,969.25

Beginning Fund Balance 885,969.25 Net of Revenues VS Expenditures 88,698.68 Ending Fund Balance 974,667.93 Total Liabilities And Fund Balance 1,088,061.55 07/19/2021 03:08 PM REVENUE AND EXPENDITURE REPORT Page: 1/4 User: kwickenheiser DB: Birmingham PERIOD ENDING 06/30/2021 *NOTE: Available Balance / Pct Budget Used does not reflect amounts encumbered.

ACTIVITY FOR 2020-21 YTD BALANCE MONTH AVAILABLE % BDGT GL NUMBER DESCRIPTION AMENDED BUDGET 06/30/2021 06/30/2021 BALANCE USED Fund 247 - PRINCIPAL SHOPPING DISTRICT Revenues Dept 000.000 USE OF FUND BALANCE 247-000.000-400.0000 APPROP FUND BAL/RET EARN 247,280.00 0.00 0.00 247,280.00 0.00 USE OF FUND BALANCE 247,280.00 0.00 0.00 247,280.00 0.00

INTERGOVERNMENTAL 247-000.000-528.0000-COV-OCREST OTHER FEDERAL GRANTS 0.00 58,778.00 0.00 (58,778.00) 100.00 INTERGOVERNMENTAL 0.00 58,778.00 0.00 (58,778.00) 100.00

CHARGES FOR SERVICES 247-000.000-641.0585 CHARGES TO AUTO PARKING SYSTEM 25,000.00 25,000.00 0.00 0.00 100.00 CHARGES FOR SERVICES 25,000.00 25,000.00 0.00 0.00 100.00

INTEREST AND RENT 247-000.000-664.0000 INVESTMENT INCOME 13,700.00 11,595.46 1,050.41 2,104.54 84.64 247-000.000-666.0001 SPECIAL ASSESSMENT INTEREST 0.00 0.00 0.00 0.00 0.00 INTEREST AND RENT 13,700.00 11,595.46 1,050.41 2,104.54 84.64

SPECIAL ASSESSMENTS 247-000.000-672.0247 FUTURE SPECIAL ASSESSEMENTS - PSD 1,030,930.00 0.00 0.00 1,030,930.00 0.00 247-000.000-672.0868 PSD SPECIAL ASSESSMENT 2015-2016 0.00 0.00 0.00 0.00 0.00 247-000.000-672.0870 PSD SPECIAL ASSESS REV 17-18 #870 0.00 0.00 0.00 0.00 0.00 247-000.000-672.0884 PSD SPEC ASSESS REVENUE 2018-2019 0.00 0.00 0.00 0.00 0.00 247-000.000-672.0885 PSD SPEC ASSESS REVENUE 2019-2020 24,040.00 17,429.20 0.00 6,610.80 72.50 247-000.000-672.0886 PSD SPECIAL ASSESS REV 2020-2021 0.00 990,857.32 0.00 (990,857.32) 100.00 SPECIAL ASSESSMENTS 1,054,970.00 1,008,286.52 0.00 46,683.48 95.57

OTHER REVENUE 247-000.000-674.0009 PROCEEDS FROM FUNDRAISING 0.00 0.00 0.00 0.00 0.00 247-000.000-676.0001 CONTR FROM PRIVATE SOURCE 190,000.00 31,916.00 5,590.00 158,084.00 16.80 247-000.000-677.0001 SUNDRY & MISCELLANEOUS 0.00 0.00 0.00 0.00 0.00 OTHER REVENUE 190,000.00 31,916.00 5,590.00 158,084.00 16.80

Total Dept 000.000 1,530,950.00 1,135,575.98 6,640.41 395,374.02 74.17

TOTAL REVENUES 1,530,950.00 1,135,575.98 6,640.41 395,374.02 74.17

Expenditures Dept 298.000 - PUBLIC RELATIONS PERSONNEL SERVICES 247-298.000-702.0001 SALARIES & WAGES DIRECT 32,700.00 16,913.80 2,662.82 15,786.20 51.72 247-298.000-702.0002 OVERTIME PAY 0.00 0.00 0.00 0.00 0.00 247-298.000-702.0003 LONGEVITY 550.00 0.00 0.00 550.00 0.00 247-298.000-706.0000 LABOR BURDEN 0.00 0.00 0.00 0.00 0.00 247-298.000-706.0001 FICA 2,550.00 1,146.80 166.32 1,403.20 44.97 247-298.000-706.0002 HOSPITALIZATION 4,710.00 45.63 0.00 4,664.37 0.97 07/19/2021 03:08 PM REVENUE AND EXPENDITURE REPORT Page: 2/4 User: kwickenheiser DB: Birmingham PERIOD ENDING 06/30/2021 *NOTE: Available Balance / Pct Budget Used does not reflect amounts encumbered.

ACTIVITY FOR 2020-21 YTD BALANCE MONTH AVAILABLE % BDGT GL NUMBER DESCRIPTION AMENDED BUDGET 06/30/2021 06/30/2021 BALANCE USED Fund 247 - PRINCIPAL SHOPPING DISTRICT Expenditures 247-298.000-706.0007 WORKER'S COMPENSATION 110.00 53.08 8.35 56.92 48.25 247-298.000-706.0012 RETIREMNT-DEF CONTR EMPLR 3,160.00 41.73 0.00 3,118.27 1.32 247-298.000-706.0013 RET HLTH SVGS CONTR EMPLR 690.00 8.86 0.00 681.14 1.28 PERSONNEL SERVICES 44,470.00 18,209.90 2,837.49 26,260.10 40.95

Total Dept 298.000 - PUBLIC RELATIONS 44,470.00 18,209.90 2,837.49 26,260.10 40.95

Dept 441.005 - DOWNTOWN MAINTENANCE PERSONNEL SERVICES 247-441.005-702.0001 SALARIES & WAGES DIRECT 55,510.00 49,845.35 8,456.62 5,664.65 89.80 247-441.005-702.0002 OVERTIME PAY 26,450.00 26,888.05 4,169.37 (438.05) 101.66 247-441.005-702.0003 LONGEVITY 340.00 160.37 0.00 179.63 47.17 247-441.005-702.0004 HOLIDAY PAY 0.00 0.00 0.00 0.00 0.00 247-441.005-706.0000 LABOR BURDEN 0.00 0.00 0.00 0.00 0.00 247-441.005-706.0001 FICA 6,560.00 5,739.68 940.95 820.32 87.50 247-441.005-706.0002 HOSPITALIZATION 10,460.00 9,473.86 1,534.15 986.14 90.57 247-441.005-706.0003 LIFE INSURANCE 200.00 259.36 40.70 (59.36) 129.68 247-441.005-706.0004 RETIRE CONTRIB HEALTH 12,610.00 11,043.05 965.61 1,566.95 87.57 247-441.005-706.0005 DENTAL/OPTICAL 630.00 596.70 93.78 33.30 94.71 247-441.005-706.0006 LT/ST DISABILITY 640.00 599.76 93.92 40.24 93.71 247-441.005-706.0007 WORKER'S COMPENSATION 1,580.00 1,820.91 220.40 (240.91) 115.25 247-441.005-706.0008 SICK TIME PAYOUT 0.00 0.00 0.00 0.00 0.00 247-441.005-706.0009 DEFERRED COMPENSATION 0.00 0.00 0.00 0.00 0.00 247-441.005-706.0010 RETIREMENT EMPLOYER CNTB 7,270.00 6,921.84 576.82 348.16 95.21 247-441.005-706.0011 HRA BENEFIT 100.00 117.51 0.00 (17.51) 117.51 247-441.005-706.0012 RETIREMNT-DEF CONTR EMPLR 2,210.00 4,953.82 831.02 (2,743.82) 224.15 247-441.005-706.0013 RET HLTH SVGS CONTR EMPLR 1,010.00 1,564.16 263.23 (554.16) 154.87 PERSONNEL SERVICES 125,570.00 119,984.42 18,186.57 5,585.58 95.55

OTHER CHARGES 247-441.005-941.0000 EQUIPMENT RENTAL OR LEASE 43,000.00 41,088.97 3,972.67 1,911.03 95.56 OTHER CHARGES 43,000.00 41,088.97 3,972.67 1,911.03 95.56

Total Dept 441.005 - DOWNTOWN MAINTENANCE 168,570.00 161,073.39 22,159.24 7,496.61 95.55

Dept 748.000 - PRINCIPAL SHOPPING DISTRICT PERSONNEL SERVICES 247-748.000-702.0001 SALARIES & WAGES DIRECT 234,900.00 191,688.63 28,607.55 43,211.37 81.60 247-748.000-702.0002 OVERTIME PAY 0.00 434.39 0.00 (434.39) 100.00 247-748.000-702.0003 LONGEVITY 0.00 0.00 0.00 0.00 0.00 247-748.000-706.0000 LABOR BURDEN 0.00 0.00 0.00 0.00 0.00 247-748.000-706.0001 FICA 17,970.00 14,242.39 2,159.34 3,727.61 79.26 247-748.000-706.0002 HOSPITALIZATION 37,340.00 26,946.98 1,913.31 10,393.02 72.17 247-748.000-706.0003 LIFE INSURANCE 950.00 618.50 119.36 331.50 65.11 247-748.000-706.0004 RETIRE CONTRIB HEALTH 5,620.00 5,612.04 467.67 7.96 99.86 247-748.000-706.0005 DENTAL/OPTICAL 1,640.00 852.58 0.00 787.42 51.99 247-748.000-706.0006 LT/ST DISABILITY 990.00 615.65 102.83 374.35 62.19 247-748.000-706.0007 WORKER'S COMPENSATION 740.00 898.02 136.98 (158.02) 121.35 07/19/2021 03:08 PM REVENUE AND EXPENDITURE REPORT Page: 3/4 User: kwickenheiser DB: Birmingham PERIOD ENDING 06/30/2021 *NOTE: Available Balance / Pct Budget Used does not reflect amounts encumbered.

ACTIVITY FOR 2020-21 YTD BALANCE MONTH AVAILABLE % BDGT GL NUMBER DESCRIPTION AMENDED BUDGET 06/30/2021 06/30/2021 BALANCE USED Fund 247 - PRINCIPAL SHOPPING DISTRICT Expenditures 247-748.000-706.0008 SICK TIME PAYOUT 0.00 0.00 0.00 0.00 0.00 247-748.000-706.0010 RETIREMENT EMPLOYER CNTB 4,830.00 4,827.00 402.25 3.00 99.94 247-748.000-706.0011 HRA BENEFIT 0.00 0.00 0.00 0.00 0.00 247-748.000-706.0012 RETIREMNT-DEF CONTR EMPLR 10,370.00 (37,643.24) 1,085.24 48,013.24 (363.00) 247-748.000-706.0013 RET HLTH SVGS CONTR EMPLR 1,820.00 (7,455.69) 231.00 9,275.69 (409.65) PERSONNEL SERVICES 317,170.00 201,637.25 35,225.53 115,532.75 63.57

OTHER CHARGES 247-748.000-801.0200 LEGAL SERVICES 3,000.00 3,041.01 0.00 (41.01) 101.37 247-748.000-802.0100 AUDIT 760.00 756.10 0.00 3.90 99.49 247-748.000-811.0000 OTHER CONTRACTUAL SERVICE 0.00 1,620.00 1,620.00 (1,620.00) 100.00 247-748.000-828.0300 PARKING VALET SERVICES 90,000.00 2,100.00 0.00 87,900.00 2.33 247-748.000-829.0100 SNOW REMOVAL CONTRACT 59,000.00 64,199.76 0.00 (5,199.76) 108.81 247-748.000-829.0200 WEB SITE MAINTENANCE 5,500.00 2,854.66 37.98 2,645.34 51.90 247-748.000-851.0000 TELEPHONE 1,750.00 1,671.78 200.79 78.22 95.53 247-748.000-901.0000 PRINTING & PUBLISHING 0.00 0.00 0.00 0.00 0.00 247-748.000-901.0400 MARKETING & ADVERTISING 315,000.00 263,477.41 (2,250.00) 51,522.59 83.64 247-748.000-901.0500 PUBLIC RELATIONS 10,000.00 4,410.00 0.00 5,590.00 44.10 247-748.000-903.0000 TENANT RECRUITMENT 160,000.00 59,975.28 365.00 100,024.72 37.48 247-748.000-904.0000 PRINTING PSD MAGAZINE 60,000.00 53,000.00 0.00 7,000.00 88.33 247-748.000-909.0000 SPECIAL EVENTS 160,000.00 85,703.94 16,124.05 74,296.06 53.56 247-748.000-933.0200 EQUIPMENT MAINTENANCE 1,200.00 537.55 0.00 662.45 44.80 247-748.000-935.0200 MAINTENANCE SHOPPING DIST 85,000.00 20,422.53 0.00 64,577.47 24.03 247-748.000-941.0000 EQUIPMENT RENTAL OR LEASE 0.00 0.00 0.00 0.00 0.00 247-748.000-942.0000 COMPUTER EQUIPMENT RENTAL 20,930.00 20,930.04 1,744.17 (0.04) 100.00 247-748.000-944.0000 BUILDING OR FACILITY RENT 12,000.00 12,000.00 1,000.00 0.00 100.00 247-748.000-955.0100 TRAINING 1,000.00 246.50 0.00 753.50 24.65 247-748.000-955.0300 MEMBERSHIP & DUES 1,600.00 1,484.00 0.00 116.00 92.75 247-748.000-955.0400 CONFERENCES & WORKSHOPS 3,000.00 0.00 0.00 3,000.00 0.00 247-748.000-957.0400 LIAB INSURANCE PREMIUMS 4,500.00 4,500.00 375.00 0.00 100.00 247-748.000-962.0000 MISCELLANEOUS 0.00 0.00 0.00 0.00 0.00 OTHER CHARGES 994,240.00 602,930.56 19,216.99 391,309.44 60.64

SUPPLIES 247-748.000-727.0000 POSTAGE 3,000.00 130.68 130.68 2,869.32 4.36 247-748.000-729.0000 OPERATING SUPPLIES 3,500.00 62,895.52 332.26 (59,395.52) 1,797.01 247-748.000-799.0000 EQUIPMENT UNDER $5,000 0.00 0.00 0.00 0.00 0.00 SUPPLIES 6,500.00 63,026.20 462.94 (56,526.20) 969.63

CAPITAL OUTLAY 247-748.000-972.0000 FURNITURE 0.00 0.00 0.00 0.00 0.00 CAPITAL OUTLAY 0.00 0.00 0.00 0.00 0.00

Total Dept 748.000 - PRINCIPAL SHOPPING DISTRICT 1,317,910.00 867,594.01 54,905.46 450,315.99 65.83

TOTAL EXPENDITURES 1,530,950.00 1,046,877.30 79,902.19 484,072.70 68.38 07/19/2021 03:08 PM REVENUE AND EXPENDITURE REPORT Page: 4/4 User: kwickenheiser DB: Birmingham PERIOD ENDING 06/30/2021 *NOTE: Available Balance / Pct Budget Used does not reflect amounts encumbered.

ACTIVITY FOR 2020-21 YTD BALANCE MONTH AVAILABLE % BDGT GL NUMBER DESCRIPTION AMENDED BUDGET 06/30/2021 06/30/2021 BALANCE USED Fund 247 - PRINCIPAL SHOPPING DISTRICT Fund 247 - PRINCIPAL SHOPPING DISTRICT: TOTAL REVENUES 1,530,950.00 1,135,575.98 6,640.41 395,374.02 74.17 TOTAL EXPENDITURES 1,530,950.00 1,046,877.30 79,902.19 484,072.70 68.38 NET OF REVENUES & EXPENDITURES 0.00 88,698.68 (73,261.78) (88,698.68) 100.00 PRINCIPAL SHOPPING DISTRICT CASH FLOW FOR THE MONTH OF JUNE 2021

DESCRIPTION PROJECTED ACTUAL VARIANCE

BEGINNING CASH BALANCE $ 858,940 $ 1,063,610 $ 204,670

CASH RECEIPTS: Restaurant Relief Grant - - - Special Assessments - - - Interest Income 1,150 1,050 (100) Advisory Parking Committee - - - Special Event Revenue 1,150 5,590 4,440

Sub-total cash receipts 2,300 6,640 4,340

CASH DISBURSEMENTS: OFFICE DISBURSEMENTS PSD Personnel Costs 24,370 21,510 2,860 727.0000 Postage 600 131 469 729.0000 Supplies 280 512 (232) 801.0200 Legal 250 891 (641) 802.0100 Audit - - - 811.0000 Other Contractual Service - 1,620 (1,620) 933.0200 Equipment Maintenance 300 - 300 851.0000 Telephone 150 161 (11) 955.0100 Training 90 - 90 955.0300 Memberships & Dues - - - 955.0400 Conferences & Workshops 100 - 100 942.0000 Computer Equipment Rental 1,750 1,744 6 957.0400 Liability Insurance 375 375 - 944.0000 Building Rent 1,000 1,000 - Sub-total Office Disbursements 29,265 27,944 1,321

PROGRAM DISBURSEMENTS DPS Downtown Maintenance 22,610 15,360 7,250 Promotion Personnel Costs 3,700 1,726 1,974 Gift Certificates Out - - - 828.0300 Valet Services - - - 829.0100 Snow Removal - - - 935.0200 Maintenance PSD 8,000 - 8,000 901.0400 Marketing & Advertising 9,000 (1,450) 10,450 901.0500 Public Relations 1,000 - 1,000 903.0000 Tenant Recruitment 18,370 7,798 10,572 909.0000 Special Events 8,000 15,926 (7,926) 904.0000 PSD Magazine - - - 829.0200 Web Site Maintenance - 625 (625) Sub-total Program Disbursements 70,680 39,985 30,695

Total Disbursements 99,945 67,929 32,016

INCREASE (DECREASE) IN CASH BALANCE (97,645) (61,289) 36,356

ENDING CASH BALANCE $ 761,295 $ 1,002,321 $ 241,026 Note: Cash balance may change due to end of fiscal year transactions. PRINCIPAL SHOPPING DISTRICT ACTUAL CASH FLOW FOR THE TWELVE MONTHS ENDED JUNE 2021

DESCRIPTION PROJECTED ACTUAL VARIANCE

BEGINNING CASH BALANCE $ 909,425 $ 909,425 $ -

CASH RECEIPTS: Restaurant Relief Grant - 58,778 58,778 Special Assessments 1,054,970 1,044,441 (10,529) Interest Income 12,850 11,595 (1,255) Advisory Parking Committee 25,000 25,000 - Special Event Revenue 190,000 32,522 (157,478)

Sub-total cash receipts 1,282,820 1,172,336 (110,484)

CASH DISBURSEMENTS: OFFICE DISBURSEMENTS PSD Personnel Costs 317,170 201,502 115,668 727.0000 Postage 3,000 131 2,869 729.0000 Supplies 3,500 62,919 (59,419) 801.0200 Legal 3,000 3,218 (218) 802.0100 Audit 760 756 4 811.0000 Other Contractual Service - 1,620 (1,620) 933.0200 Equipment Maintenance 1,200 538 662 851.0000 Telephone 1,750 1,685 65 955.0100 Training 1,000 246 754 955.0300 Memberships & Dues 1,600 1,859 (259) 955.0400 Conferences & Workshops 3,000 - 3,000 942.0000 Computer Equipment Rental 20,930 20,928 2 957.0400 Liability Insurance 4,500 4,500 - 944.0000 Building Rent 12,000 12,000 - Sub-total Office Disbursements 373,410 311,902 61,508

PROGRAM DISBURSEMENTS DPS Downtown Maintenance 168,570 161,972 6,598 Promotion Personnel Costs 44,470 18,478 25,992 Gift Certificates Out - 100 (100) 828.0300 Valet Services 15,000 2,100 12,900 829.0100 Snow Removal 74,000 64,202 9,798 935.0200 Maintenance PSD 70,000 24,764 45,236 901.0400 Marketing & Advertising 250,000 282,429 (32,429) 901.0500 Public Relations 10,000 4,410 5,590 903.0000 Tenant Recruitment 160,000 68,056 91,944 909.0000 Special Events 200,000 85,113 114,887 904.0000 PSD Magazine 60,000 53,000 7,000 829.0200 Web Site Maintenance 5,500 2,914 2,586 Sub-total Program Disbursements 1,057,540 767,538 290,002

Total Disbursements 1,430,950 1,079,440 351,510

INCREASE (DECREASE) IN CASH BALANCE (148,130) 92,896 241,026

ENDING CASH BALANCE $ 761,295 $ 1,002,321 $ 241,026 CITY OF BIRMINGHAM PRINCIPAL SHOPPING DISTRICT CASH FLOW ANALYSIS JULY 2020 TO JUNE 2021

ACTUAL JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER JANUARY FEBRUARY MARCH APRIL MAY JUNE Total DESCRIPTION 2020 2020 2020 2020 2020 2020 2021 2021 2021 2021 2021 2021 2020-2021

BEGINNING CASH BALANCE 909,425 823,584 787,539 711,589 673,101 597,374 430,846 588,474 775,954 1,164,806 1,116,778 1,063,610 909,425

CASH RECEIPTS: 2019 Assessment 539 35,615 5,611 - - - - 10,304 - - 1,514 - 53,583 2020 Assessment ------270,516 322,420 399,243 (3,628) 2,307 - 990,858 Special Assessments 539 35,615 5,611 - - - 270,516 332,724 399,243 (3,628) 3,821 - 1,044,441 Restaurant Relief Grant ------58,778 - - - 58,778 Interest Income (76) 1,314 1,146 1,153 831 836 428 495 586 1,320 2,512 1,050 11,595 Advisory Parking Committee - - - 25,000 ------25,000 Special Event Revenue 870 156 120 - 5,000 - 500 300 - 12,554 7,432 5,590 32,522

Sub-total cash receipts 1,333 37,085 6,877 26,153 5,831 836 271,444 333,519 458,607 10,246 13,765 6,640 1,172,336

CASH DISBURSEMENTS: OFFICE DISBURSEMENTS PSD Personnel Costs 33,345 21,860 20,936 24,851 23,808 36,050 24,078 9,996 12,119 (42,102) 15,051 21,510 201,502 727.00 Postage ------131 131 729.00 Supplies - 2,784 377 - 130 90 33 96 16 58,815 66 512 62,919 801.02 Legal - 177 611 - 335 549 346 - 45 264 - 891 3,218 802.01 Audit - - 207 262 237 50 ------756 811.00 Other Contractual Service ------1,620 1,620 933.02 Equipment Maintenance - - 218 - 217 - 64 - - 39 - - 538 851.00 Telephone 102 103 100 100 100 100 102 450 150 150 67 161 1,685 955.01 Training ------246 - - - 246 955.03 Memberships & Dues - 375 575 - - 305 229 - - - 375 - 1,859 955.04 Conferences & Workshops ------942.00 Computer Equipment Rental 1,744 1,744 1,744 1,744 1,744 1,744 1,744 1,744 1,744 1,744 1,744 1,744 20,928 957.04 Liability Insurance 375 375 375 375 375 375 375 375 375 375 375 375 4,500 944.00 Building Rent 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 12,000 Sub-total Office Disbursements 36,566 28,418 26,143 28,332 27,946 40,263 27,971 13,661 15,695 20,285 18,678 27,944 311,902

PROGRAM DISBURSEMENTS DPS Downtown Maintenance 26,958 15,187 14,773 15,679 10,556 17,957 9,727 5,880 11,023 9,193 9,679 15,360 161,972 Promotion Personnel Costs 1,950 - - 875 1,749 2,915 1,784 1,690 1,730 1,726 2,333 1,726 18,478 Gift Certificates Out - 25 - - 75 ------100 828.03 Valet Services - - 2,000 100 ------2,100 829.01 Snow Removal - - - - 9,417 9,417 11,342 11,342 11,342 11,342 - - 64,202 935.02 Maintenance PSD 3,703 638 638 827 6,241 211 2,139 - 189 3,245 6,933 - 24,764 901.04 Marketing & Advertising 10,778 17,491 19,077 2,501 6,823 45,153 50,254 90,438 24,231 6,922 10,211 (1,450) 282,429 901.05 Public Relations - - - - 2,000 - 410 2,000 - - - - 4,410 903.00 Tenant Recruitment (528) 7,443 6,911 3,860 9,777 3,113 5,338 13,072 2,863 5,546 2,863 7,798 68,056 909.00 Special Events 7,687 3,928 13,285 5,467 5,392 11,335 4,791 7,956 2,682 15 6,649 15,926 85,113 904.00 PSD Magazine - - - 7,000 - 37,000 - - - - 9,000 - 53,000 829.02 Web Site Maintenance 60 - - - 1,582 - 60 - - - 587 625 2,914 Sub-total Program Disbursements 50,608 44,712 56,684 36,309 53,612 127,101 85,845 132,378 54,060 37,989 48,255 39,985 767,538

Total Disbursements 87,174 73,130 82,827 64,641 81,558 167,364 113,816 146,039 69,755 58,274 66,933 67,929 1,079,440

INCREASE (DECREASE) IN CASH BALANCE (85,841) (36,045) (75,950) (38,488) (75,727) (166,528) 157,628 187,480 388,852 (48,028) (53,168) (61,289) 92,896 - ENDING CASH BALANCE 823,584 787,539 711,589 673,101 597,374 430,846 588,474 775,954 1,164,806 1,116,778 1,063,610 1,002,321 1,002,321 Birmingham Shopping District Meeting Date: 08/05/2021 151 Martin Street Birmingham, MI 48009 248-530-1200 ALLINBirmingham.com

MEMORANDUM

DATE: July 30, 2021 TO: Birmingham Shopping District Board FROM: Sean Kammer, Executive Director SUBJECT: Executive Director’s Report

August 17 will mark 90 days as Executive Director of the Birmingham Shopping District. In the time, we believe that the BSD has accomplished a number of important milestones that it had been working on throughout 2021.

The Executive Director continues to meet with business owners, property owners, residents, community organizations, and members of the media. Significant inroads have been made with retailers, who have been engaged with two successful merchant’s meetings since June, and a record-setting Day on the Town registration count.

As the state began to lessen restrictions in light of the subsiding covid-19 pandemic, in part because of the sharp increase in vaccinations, one of my first priorities was to get the BSD staff back in the office working in city hall. Also, due to the lack of an Executive Director, the staff workload increased and additional responsibilities were given to staff that did not always fit their job description. Since my start in this position, we have clarified and routinized staff schedules and have worked to get staff refocused on their core responsibilities. The BSD also has hired two new employees: Claire Galli as the Office and events Assistant and Alex Pedersen, who manages the Farmers market ever Sunday morning.

In terms of advertising and marketing, we worked to publish an RFP for the development of promotional videos. I am happy to report that the BSD received four total bids. The Advertising and Marketing Committee has made a recommendation for the selection of a firm. It is expected that the firm will begin in early August and meet the deadlines for a fall promotional video to promote downtown Birmingham. The BSD continues to dedicate more time and energy to promoting the downtown on social media. The BSD recently completed a social media promotion which included hiding Birmingham Shopping bags around the downtown each day. The program was promoted photos on Instagram and Facebook and announced that whoever found the bag would win a $25 Birmingham Bucks e-gift card. The promotion was very successful and the bags were found within 30 minutes to an hour after placement each time and prizes were claimed.

Page 1 of 3

Birmingham Shopping District Meeting Date: 08/05/2021 151 Martin Street Birmingham, MI 48009 248-530-1200 ALLINBirmingham.com

Day on the Town was heavily marketed this year in an attempt to ensure that the event was successful in terms of attendance, registrations, and sales. We are pleased to report that Day on the Town has a record-setting 76 merchants registered to participate in the event. In a year of event-related concerns, ranging from a reduced footprint for the Birmingham Cruise, or weather- related woes at the Farmers Market and Movie Nights, Day on the Town stands out as a bright spot as a successful BSD organized event.

In terms of economic and business development, the Executive Director worked closely with the Business Development Committee to amend the contract with CC Consulting, revising the compensation schedule. The Executive Director has also worked with CC Consulting to develop new business attraction that will aid her efforts to recruit upscale national brands as well as up- and-coming small businesses to downtown Birmingham. We anticipate many exciting announcements of new businesses coming to downtown Birmingham that will aid the momentum of our business attraction efforts.

As far as maintenance is concerned, the BSD successfully concluded the bid process for snow removal. The BSD is also partnering with the City’s Department of Public Services to share a contractor for both routine snow removal as well as addressing code enforcement snow removal concerns within the shopping district boundaries. The BSD is also working closely with DPS regarding the power washing of downtown sidewalks and ensuring that business owners are adequately informed of maintenance schedules. The BSD also works closely with DPS regarding event set-up and break-down, and holiday lighting.

Concerning a long term view, downtown Birmingham will be experiencing significant construction next year as phase 3 of the Old. Woodward reconstruction project is scheduled to begin in the late spring/early summer. This poses a number of communications challenges, potentially declining foot traffic for stores in the downtown, as well as logistics challenges for next year’s Birmingham Cruise event. The BSD is already working on reaching out to property owners in the affected area and facilitating communications between private businesses and the city’s engineering consultants. A merchant meeting was successfully held at Phoenicia on July 13 to present the overview of the project and address individual concerns from business owners. The Executive Director will be working with staff and committees to develop plans and programs that will aid businesses in receiving timely notifications and to promote the district to the public in order to continue to stimulate consumer demand throughout the construction project.

As the BSD moves forward into a new fiscal year, it is important to be mindful about promoting Birmingham in an effective way. Rather than proceed with a primarily event-based marketing

Page 2 of 3

Birmingham Shopping District Meeting Date: 08/05/2021 151 Martin Street Birmingham, MI 48009 248-530-1200 ALLINBirmingham.com

strategy, it would serve the downtown well to develop a general downtown marketing plan and develop complimentary visual marketing materials to support it. Based on feedback from committee members and business owners, it also may be time to review the downtown’s branding and ascertain whether a new brand should eventually be developed that accurately communicates the messaging that we want to present to the public, the business community, and the greater region as a whole. The Executive Director recommends that the appropriate committee discuss this issue and plan for an eventual rebranding that compliments the website and other marketing material in an attempt to prevent an atomization of our brand and message.

Finally, I wanted to include a special message of thanks to the BSD staff, which includes Melinda Comerford, Jaimi Brook, Erika Basset, Claire Galli, and Alex Pedersen. These individuals are very talented, professional, and expertly promote, manage, and address the needs of the shopping district. They have been very welcoming and supportive as I have transitioned into this role and am thankful for their hard work.

Respectfully submitted,

Sean Kammer Executive Director

Page 3 of 3

Special Events Committee June 18, 2021 – ZOOM Meeting

Members: Astrein (Chair), Fehan, Hussey, Kay, Knight, Lipari, McLeod, Pohlod and Solomon

Staff: Brook, Kammer

1. Welcome and Introductions PRESENT: Astrein, Hussey, Kay, McLeod, Solomon ABSENT: Fehan, Knight, Lipari, Pohlod ADMINISTRATION: Brook, Kammer

2. Farmers Market Update a. The market is getting closer to normal. We are pleased that we are now able to have food trucks and live music back at the market. Patrons are now also able to eat and drink while they wander through the market.

3. Movie Nights Update a. Although it rained and we had to delay the movie a bit, our first drive-in Movie Night was a success. b. We are planning to go back to our regular format at Booth Park for the July and August movies.

4. Day on the Town Update a. 32 merchants have registered to participate so far. We will discuss the event at next week’s merchant meeting. b. Merchant registration is due July 9.

5. Cruise – Birmingham city commission has given preliminary approval for us to hold a Birmingham Cruise Event – but with a much smaller footprint. a. Our special event application will be reviewed by commission at their meeting on July 12. b. We are moving forward with the sponsorship agreement with Chevy, pending final commission approval. c. We will be holding a lottery for classic car parking since we will only be able to accommodate 60-70 cars instead of the 300 we can typically park.

6. Halloween a. The committee started to discuss different Halloween activities and decided to revisit this discussion at the next meeting.

NEXT MEETING: TBD

2021-22 Budget: $200,000 Remaining balance after July vouchers: $200,000

Special Events Committee No meeting held in July 2021

Members: Astrein (Chair), Fehan, Hussey, Kay, Knight, Lipari, McLeod, Pohlod and Solomon

Staff: Kammer, Brook

1. No Meeting Held

2. Movie Nights a. Due to bad weather on our originally scheduled date, our second Movie Night was held on our rain date, July 17. We were excited to be back at Booth Park for Christmas in July and to watch “Elf”. Everyone enjoyed a special visit from Santa.

3. Day on the Town a. 73 merchants have registered to participate in Day on the Town, which will be held on Saturday, July 31. b. Per the request of the city’s emergency manager, we will not be having a kids’ area or special kids’ activities this year.

4. Birmingham Cruise Event a. City commission approved our special event application (with the much smaller event footprint) at their July 12 meeting. b. We held a lottery to select which car clubs would be able to secure our limited number of parking places for classic cars.

Upcoming Events May 1 – October 31 – Birmingham Farmers Market 19th Season July 31 – Day on the Town August 13 – Movie Night - Cars August 21 – Birmingham Cruise Event

NEXT MEETING: Thursday, August 12 at 8:30 a.m.

2021-22 Budget: $200,000 Remaining balance after August vouchers: $165,481 Marketing & Advertising Committee Meeting June 17, 2021 8:30AM

Members: Pohlod (Chair), Eid, Kay, Lundberg and Knight

Staff: Kammer, Bassett

1. Welcome and Introductions PRESENT: Pohold, Kay, Lundberg, Knight ABSENT: Eid ADMINISTRATION: Kammer, Bassett

2. Promotional Video RFP The RFP was posted June 15 with responses due July 2. BSD staff will review proposals the week of July 5 and narrow to approximately five options to present to the Marketing Committee at the July 15 Committee meeting.

3. Advertising Update The spring fashion video campaign is complete, receiving just higher than average click through rates. Current advertising campaigns include Movie Nights, Day on the Town, Cruise and General district advertising.

5. Marketing Impact Report The BSD is creating a monthly Marketing Impact Report to review and evaluate social media and web analytics. The first report will include June data and be presented at the July 15 Committee meeting.

6. Visitor Guide/Promotional Materials The BSD is updating the Visitor Guide and other promotional materials to distribute to local hotels and Birmingham Bucks promotional materials to distribute to merchants.

NEXT MEETING: Thursday, July 15 at 8:30 a.m.

Marketing 2021-22 Budget: $150,000 Remaining balance after July vouchers: $150,000

Magazine 2021-22 Budget: $60,000 Remaining balance after July vouchers: $60,000 Marketing & Advertising Committee Meeting July 15, 2021 8:30AM

Members: Pohlod (Chair), Eid, Kay, Knight and Lundberg

Staff: Kammer, Bassett

1. Welcome and Introductions PRESENT: Pohold, Lundberg ABSENT: Eid, Kay, Knight ADMINISTRATION: Kammer, Bassett

2. Promotional Video RFP Committee members are completing final evaluations between two firms and finalizing a recommendation to the board.

3. Advertising Update Day On The Town advertising is currently running through various media including collateral, broadcast television, broadcast radio, billboard signage, social conquest/geographic/demographic targeting through Facebook and Instagram, print and more.

4. Travel Michigan Update The BSD is working with MEDC Travel Michigan on opportunities to promote the district as travel destination. To date, we have completed radio interviews with Pure Michigan and are working on a newsletter article promoting the district. MEDC is currently in the process of selecting a new print media vendor and print advertising is paused. When that process is complete, we will discuss additional advertising opportunities.

5. Marketing Impact Report The Marketing Committee approved a monthly web and social media analytics report draft. The report will be presented and evaluated monthly.

7. Social Media The Committee discussed the development of a social media content calendar to be planned quarterly and presented at Committee meetings for ideas and review.

NEXT MEETING: Thursday, August 19 at 8:30 a.m.

Marketing 2021-22 Budget: $150,000 Remaining balance after August vouchers: $139,416

Magazine 2021-22 Budget: $60,000 Remaining balance after August vouchers: $60,000 Social Media

Highlights Birmingham Shopping District Birmingham Farmers Market

Reach: 60,000 10,116 4,554 3,817 7,750 4,156 Engagement: 3,300

Posts focused on general shopping, dining and

enjoying activities 33,244 26,702 downtown Post Reach Post Reach

Top posts included the Farmers Market cancellation due to 1,296 flooding and the Mandy Engagement Engagement 1,976 Rose ribbon cutting.

0 10,000 20,000 30,000 40,000 0 10,000 20,000 30,000 Social Media

Birmingham Shopping District - Top Posts

Birmingham Farmers Market - Top Posts Website

Traffic Sources

The website had 4,654 visitors and 11,375 page views in June

Organic search was high, as there was no active campaign running Most Popular Pages

Though fifth in frequency, visitors are spent the longest amount of time on the Dining directory page, followed by an almost tie between Farmers Market and Shop directory pages.

Maintenance/Capital Improvement Committee June 8, 2021 – ZOOM meeting

Members: Quintal (Chair), Fehan, Pohlod, Roberts, Ceresnie, Rea

Staff: Kammer, Wood, Laird, McGaughey

1. Welcome and Introductions: PRESENT: Quintal, Fehan, Pohlod ABSENT: Ceresnie, Rea, Roberts ADMINISTRATION: Kammer, McGaughey, Wood VISITORS:

2. Snow Removal RFP – DPS Request re: code violation snow removal: RFP language clarified in order to develop scope of work. Draft RFP will then be sent to the City Attorney for review, then it will be published on bidnet.

3. Downtown flowers and planters and Hanging Baskets: Flowers and planter installation have all been completed.

4. Power Washing schedule: No schedule has been developed yet, but once DPS has one, BSD will notify the members of the business district so they have advanced notice of sidewalk power washing.

NEXT MEETING: Tuesday, July 13, 2021 at 8:30 a.m.

2021-22 Budget: $70,000 Remaining balance July vouchers: $70,000

Snow removal 2021-22 Budget: $59,000 Remaining balance after July vouchers: $59,000

Maintenance/Capital Improvement Committee No meeting held in July 2021

Members: Quintal (Chair), Fehan, Pohlod, Roberts, Ceresnie, Rea

Staff: Kammer, Wood, Laird, McGaughey

1. No Meeting Held

2. Snow Removal RFP – DPS Request re: code violation snow removal: RFP is published. Deadline for submission is July 30th.

3. Downtown flowers and planters and Hanging Baskets: Flowers and planter installation have all been completed.

4. Power Washing schedule: Power washing has been completed. Areas included Henrietta, between Maple and Martin (both east and west sides); Hamilton Row (North Side Only) Between Old Woodward & Park St.; Ferndale St. (West Side Only) Between Hamilton & Oakland Ave.; E. Brown St. (South Side) Between Old Woodward & Peabody St.; Shain Park: power wash all sidewalks surrounding and inside of park; and Maple road, between Park Street and Chester Street; and Old Woodward, between Willits and Brown.

NEXT MEETING: Tuesday, August 10, 2021 at 8:30 a.m.

2021-22 Budget: $70,000 Remaining balance August vouchers: $53,861

Snow removal 2021-22 Budget: $59,000 Remaining balance after August vouchers: $59,000

Business Development Committee June 24, 2021 8:30 AM

Members: Surnow (Chair), McKenzie (Co-Chair), Hockman, Quintal

Staff: Kammer

1. Welcome and Introductions PRESENT: Surnow, McKenzie, Hockman, Quintal ABSENT: ADMINISTRATION: Kammer, Bassett GUESTS: Cindy Ciura, CC Consulting

2. Recruitment Activity . Cindy Ciura provided an update on business attraction efforts. Committee was informed that a property owner would be showing downtown retail space to a national tenant.

3. Retention Activities Update Ciura mentioned that lease language is becoming more complicated with kick out clauses and covid language that Is making deals more challenging.

4. Recruitment Materials Staff went over options for attraction materials. Staff needs more information from Ciura in order to fully understand what kinds of materials to produce.

5. CoStar account update Staff updated committee about the BSD’s reactivated CoStar account. CoStar is now offering services to help users become more data-driven. Ciura and Kammer will attend a scheduled meeting with CoStar to be trained in all the new features in order to assist business attraction efforts.

6. Exec. Directore meeting with Kojaian Management Ciura and Kammer set to meet with developer to discuss business attraction efforts.

NEXT MEETING: Thursday, July 22, 2021 at 8:30 a.m.

2021-22 Budget: $100,000 Remaining balance after July vouchers: $100,000

Business Development Committee July 22, 2021 8:30 AM

Members: Surnow (Chair), McKenzie (Co-Chair), Hockman, Quintal

Staff: Kammer

1. Welcome and Introductions PRESENT: McKenzie, Hockman ABSENT: Surnow, Quintal ADMINISTRATION: Kammer GUESTS: Cindy Ciura, CC Consulting

2. Recruitment Activity a. Ciura updated the committee on the Pipeline report. Highlights include: i. Ciura anticipates major new tenant announcements within the coming weeks. b. Ciura mentioned that BSD should be ready to promote new developments with press releases and media announcements.

3. Retention Activity a. The BSD continues to interface with and provide resources to businesses: i. Executive Director Introductions ii. Moving forward with events like Day on the Town, Farmers Market b. Ciura to make site recommendations to businesses to assist in retention activities.

4. Business Anniversaries a. Staff developed a master list of business ages in order to keep track of notable business anniversaries. The board will begin recognizing anniversaries of businesses.

5. Recruitment Materials a. The Committee would like to allocate a portion of the remaining FY budget dollars to new recruitment and marketing materials i. Ciura and Kammer will meet to discuss the development of comprehensive recruitment materials.

6. Oakland County Business Retention and Expansion request a. The county’s Economic Development Department is offering retention and expansion services to municipalities and local businesses. It has been requested that BSD provide them with an overview of challenges and opportunities faced at the local level.

NEXT MEETING: Thursday, August 26, 2021 at 8:30 a.m.

2021-22 Budget: $100,000 Remaining balance after August vouchers: $88,608

SCHEDULED TO OPEN/OPENED IN LAST 12 MONTHS AUGUST 2021 Office Occupancy Rate 88% Retail Occupancy Rate 96%

Scheduled to Property Date of Open/Moved/Closed/Opened in last 12 Name of Business Address Street Name Notes notification months In The Know Experience 298 Old Woodward, South Travel 05/13/21 Scheduled to Open Tappers Gold Exchange 251 Merrill Street, East Jeweler 03/05/21 Scheduled to Open Clean Juice 148 Pierce Street Juice bar 11/01/20 Scheduled to Open DiMaggio Fine Art & Jewelry 175 Maple Road, West Jeweler 03/08/19 Scheduled to Open American Epoxy Systems 363 Maple Road, East Home 06/21/21 Opened The Shade Store 142 Old Woodward, South Home furnishings 06/21/21 Opened Vestalia Home 794 Old Woodward, North Home furnishings 06/21/21 Opened

Mandy Rose Makeup 280 Merrill Street, East Salon 06/08/21 Opened

Area Rugs 202 Maple Road, East Home furnishings - rugs 05/15/21 Opened Beauty Fusion Old Woodward, South, Aesthetics 555 Suite 20U Salon/Spa 04/29/21 Opened Birmingham Pub 555 Old Woodward, South Restaurant 04/29/21 Opened Birmingham Bridal 534 Old Woodward, North Bridal 02/09/21 Opened Fruitition Acai & Juice Bar 856 Old Woodward, North Coffee café 02/09/21 Opened David Abraham Custom Clothiers 261 Maple Road, East Tailor 02/09/21 Opened The Lash Lounge 856 Old Woodward, North Salon/Spa 02/09/21 Opened The Suit Bar 155 Bates Street, South Apparel - Men 02/09/21 Opened James & Bloom 146 Maple Road, West Cabinetry & Flooring 02/09/21 Opened Perch 313 640 Old Woodward, North Rugs, home décor 02/09/21 Opened Craig Ryan Fine Clothiers 147 Pierce Street Apparel - Men 01/22/21 Opened Paint Nail Bar 229 Old Woodward, North Nail Salon 09/28/20 Opened

7/29/2021 1 SCHEDULED TO OPEN/OPENED IN LAST 12 MONTHS AUGUST 2021 Office Occupancy Rate 88% Retail Occupancy Rate 96%

Scheduled to Property Date of Open/Moved/Closed/Opened in last 12 Name of Business Address Street Name Notes notification months

S-Three Restaurant 117 Willits Street Restaurant 09/28/20 Opened

Johnny Was 115 Old Woodward, South Womens Apparel 09/14/20 Opened The French Lady 768 Old Woodward, North Restaurant 09/08/20 Opened Sorrentia's Salon 588 Old Woodward, North Salon 09/03/20 Opened

Woodward Standard Print House 282 Maple Road, West Apparel 08/01/20 Opened Seven Daughters 163 Maple Road, West Coffee roaster 08/01/20 Opened

7/29/2021 2 MONTHLY PARKING PERMIT REPORT For the month of:June 2021 Date Compiled:July 13, 2021

Pierce Park Peabody N.Old Wood Chester Lot #6/$210 Lot #6/$150 Lot A & C Lot B Total

1. Total Spaces 706 811 437 745 880 174 79 8 40 3880

2. Monthly Permits 676 845 486 881 1218 177 40 8 30 4361 Authorized

3. Permits - end of 676 845 486 881 1218 172 40 8 14 4340 previous month

4.. Permits - end of month 676 845 486 881 1218 130 24 0 4 4264

6. Permits - available at end of month 0 0 0 0 0 47 16 8 26 97

7. Permits issued in month includes permits effective 1st of month 0 0 0 0 0 0 0 0 0 0

8. Permits given up in month 0 0 0 0 0 0 0 0 0 0

9. Net Change 0 0 0 0 0 0 0 0 0 0

10. On List - end of month* 661 255 778 287 150 0 0 0 0 2131 **On List-Unique Individuals 841

11. Added to list in month 199 255 215 88 144 0 0 0 0 901 *Daxton Hotel 125 added 12. Withdrawn from list 632 0 241 0 0 0 0 0 0 873 in month (w/o permit)

13. Transient parker occupied N/A*** N/A*** N/A*** N/A*** N/A*** N/A N/A N/A N/A 0

14. Monthly parker occupied N/A*** N/A*** N/A*** N/A*** N/A*** N/A N/A N/A N/A 0

15. Total parker occupied N/A*** N/A*** N/A*** N/A*** N/A*** N/A N/A N/A N/A 0

16. Total spaces available at N/A N/A N/A N/A N/A N/A N/A N/A N/A 0

17. "All Day" parkers paying 5 hrs. or more A:Weekday average. N/A* N/A* N/A* N/A* N/A* N/A N/A N/A N/A 0 B:*Maximum day N/A*** N/A*** N/A*** N/A*** N/A*** N/A N/A N/A N/A 0

18. Utilization by long N/A N/A N/A N/A N/A N/A N/A N/A N/A #DIV/0! term parkers (1) Lot #6 does not have gate control, therefore no transient count available (2) (Permits/Oversell Factor + Weekday Avg.) / Total Spaces * Average Maximum day not available currently in Skidata ** Unique individuals represent the actual number of unique people on the wait list regardless of how many structures they have requested. ***Gates up during COVID-19 -Transient/Monthly currently unavailable-FREE UNTIL JULY 1, 2021. SP+

Birmingham Parking System Transient & Free Parking Analysis Months of June 2019, June 2020, June 2021

June 2019 GARAGE TOTAL CARS FREE CARS CASH REVENUE % FREE PEABODY ( 17,709) ( 9,224) ($ 40,052.00) 52% PARK ( 22,114) ( 8,810) ($ 61,504.00) 40% CHESTER ( 7,051) ( 2,997) ($ 23,745.00) 43% WOODWARD ( 12,877) ( 6,002) ($ 36,804.00) 47% PIERCE ( 27,094) ( 12,520) ($ 73,882.00) 46%

TOTALS ( 86,845) ( 39,553) ($ 235,987.00) 46% June 2020 GARAGE TOTAL CARS FREE CARS CASH REVENUE % FREE PEABODY** ( 11,622) ( 11,622) ($ - ) 100% PARK** ( 13,959) ( 13,959) ($ - ) 100% CHESTER** ( 7,149) ( 7,149) ($ - ) 100% WOODWARD** ( 3,906) ( 3,906) ($ - ) 100% PIERCE** ( 24,273) ( 24,273) ($ - ) 100%

TOTALS ( 60,909) ( 60,909) ($ - ) 100% June 2021 GARAGE TOTAL CARS FREE CARS CASH REVENUE % FREE PEABODY** ( 12,195) ( 12,195) ($ - ) 100% PARK** ( 13,773) ( 13,773) ($ - ) 100% CHESTER** ( 5,210) ( 5,210) ($ 215.00) 100%

Page 1 SP+

WOODWARD** ( 8,179) ( 8,179) ($ - ) 100% PIERCE** ( 19,665) ( 19,665) ($ - ) 100%

TOTALS ( 59,022) ( 59,022) ($ 215.00) 100%

**All Gates up starting March 17, 20 for free parking. June 2021 car counts are based passages from loop reads only.

BREAKDOWN: TOTAL CARS -3%

June 20/21 FREE CARS -3%

CASH REVENUE +100%

Page 2 Birmingham Principal Shopping District Board Voucher List For: 08/05/2021

Early ReleaseVendor Description Account Amount AMAZON CAPITAL SING ALONG CD FOR MOVIE SPECIAL EVENTS 22.42 SERVICES INC NIGHT

ART/DESIGN GROUP LTD ARTWORK FOR BFM BANNERS, SPECIAL EVENTS 3,171.25 STICKERS AND SIGNS

AUDACY, INC. SOCIAL MEDIA CONQUEST MARKETING & ADVERTISING 2,000.00

BEIER HOWLETT P.C. MISC LEGAL FEES LEGAL SERVICES 495.00 BIRMINGHAM BLOOMFIELD SPONSORSHIP FOR VINE & PUBLIC RELATIONS 2,000.00 CHAMBER DINE, HALLOWEEN PARADE, ANNUAL MEETING AND LEGISLATIVE RECEPTION

C & G PUBLISHING INC. ADVERTISING FOR BFM & MN SPECIAL EVENTS 5,304.70

CAR TRUCKING INC DUMPSTER AT FARMERS MARKET SPECIAL EVENTS 99.75 FOR JUNE

CC CONSULTING LLC MONTHLY RETAIL CONSULTING TENANT RECRUITMENT 5,091.66 FEES COSTAR REALTY ONLINE REALTY SERVICES TENANT RECRUITMENT 1,700.00 INFORMATION, INC CURBCO SWEEPING INC POWER WASH OLD WOODWARD AND POWER WASHING 5,368.00 MAPLE ROAD

DETROIT JEWISH NEWS DAY ON THE TOWN ADVERTISING MARKETING & ADVERTISING 385.00

DOWNTOWN PUBLICATIONS ADVERTISING FOR DOTT MARKETING & ADVERTISING 590.00 INC ERIKA BASSETT USE OF PERSONAL CELL PHONE TELEPHONE 25.00

ETHNIC ARTWORK FARMERS MARKET T SHIRTS SPECIAL EVENTS 287.50

FRANCE MEDIA INC SHOPPING CENTER BUSINESS TENANT RECRUITMENT 3,995.00 ADVERTISING

GORDON FOOD POPCORN FOR 6/11 MOVIE SPECIAL EVENTS 139.45 NIGHT GREAT OUTDOOR MOVIES PROJECTOR AND SOUND SPECIAL EVENTS 2,300.00 EQUIPMENT FOR 8/13 MOVIE NIGHT HOUR MEDIA LLC 3 YEAR SUBSCRIPTION TO HOUR MEMBERSHIP & DUES 37.95 DETROIT

IDEACORE, LLC ANNUAL STORAGE SPACE FOR WEB SITE MAINTENANCE 60.00 EMAIL ACCOUNT

ISABEL WALLACE PERFORMANCE AT BFM 8/22 SPECIAL EVENTS 150.00

JOHN C COOK MONTHLY RETAINER FOR SOCIAL MARKETING & ADVERTISING 200.00 MEDIA CONTENT Birmingham Principal Shopping District Board Voucher List For: 08/05/2021

Early ReleaseVendor Description Account Amount JOHN HARTWIG PERFORMANCE AT BFM 8/29 SPECIAL EVENTS 125.00

KEATON PUBLICATIONS COMMUNITY GUIDE IN MARKETING & ADVERTISING 1,000.00 GROUP LLC BIRMINGHAM BLOOMFIELD LIFESTYLE KROGER COMPANY WATER FOR BFM VENDORS SPECIAL EVENTS 121.42

LOGICAL SOLUTIONS SPREAD THE JOY CARDS SPECIAL EVENTS 376.00 ENTERPRISE INC MARK DERVARTANIAN PERFORMANCE AT BFM 8/8 SPECIAL EVENTS 250.00

MELINDA COMERFORD USE OF PERSONAL CELL PHONE TELEPHONE 25.00

METRO PARENT MOVIE NIGHT ADVERTISING MARKETING & ADVERTISING 500.00 PUBLISHING GROUP MILES PARTNERSHIP MONTHLY WEBSITE MAINTENANCE WEB SITE MAINTENANCE 1,175.00 LLLP MOSHER & ASSOCIATES INSTALLATION OF ANNUAL MAINTENANCE SHOPPING 4,120.63 LLC FLOWER PLANTERS DIST

OAKLAND COUNTY MOMS JULY MOVIE NIGHT MARKETING & ADVERTISING 375.00 ADVERTISING OFFICE DEPOT INC MISC OFFICE SUPPLIES OPERATING SUPPLIES 77.38

OLIVIA VAN GOOR PERFORMANCE AT BFM 8/15 SPECIAL EVENTS 150.00

SIGNS-N-DESIGNS INC SIGNAGE FOR BFM SPECIAL EVENTS 115.00 SP+ CORPORATION EMPLOYEE PARKING OTHER CONTRACTUAL 200.00 STAR TRAX, INC TRAFFIC DIRECTORS FOR 6/11 SPECIALSERVICE EVENTS 800.00 MOVIE NIGHT

SWANK MOVIE LICENSING MOVIE RENTAL FOR 6/11 MOVIE SPECIAL EVENTS 1,200.00 USA NIGHT TURNER SANITATION, PORTA POTTIES AT BFM SPECIAL EVENTS 604.98 INC WORRY FREE INC HANGING BASKETS & DELIVERY MAINTENANCE SHOPPING 6,650.00 PAY 2 OF 2 DIST

* ISABEL WALLACE PERFORMANCE AT 6-11 MOVIE SPECIAL EVENTS 100.00 NIGHT * DENNIS FARAC PERFORMANCE AT BFM 7-4 SPECIAL EVENTS 125.00

* DENNIS FARAC PERFORMANCE AT BFM 8-1 SPECIAL EVENTS 125.00

* MEADOWBROOK INSURANCE INSURANCE FOR BIRMINGHAM SPECIAL EVENTS 12,689.18 GROUP CRUISE EVENT

* ROBERT NORUM PERFORMANCE AT BFM 7-18 SPECIAL EVENTS 150.00

* DANIEL SUTTKUS PERFORMANCE AT 7/16 MOVIE SPECIAL EVENTS 150.00 NIGHT * ISABEL WALLACE PERFORMANCE AT BFM 7-25 SPECIAL EVENTS 150.00 Birmingham Principal Shopping District Board Voucher List For: 08/05/2021

Early ReleaseVendor Description Account Amount * PEGASUS ENTERTAINMENT AUDIO EQUIPMENT RENTAL FOR SPECIAL EVENTS 2,500.00 INC DOTT

Total: $ 67,277.27

Journal Entries

*Items marked with an asterisk were submitted in advance and prior to board approval

Board Chair______Date ______Birmingham Shopping District Meeting Date: 08/05/2021 151 Martin Street Birmingham, MI 48009 248-530-1200 ALLINBirmingham.com

MEMORANDUM

DATE: July 26, 2021 TO: Birmingham Shopping District Board FROM: Sean Kammer, Executive Director SUBJECT: Promotional Video Contract

The BSD published an RFP in June 2021 seeking a qualified firm to develop promotional videos for downtown Birmingham. The deadline for submission was July 2, 2021. Overall, four firms responded to the RFP. The Marketing and Advertising committee reviewed all four proposals and elected to interview two of the firms. After careful consideration, the committee recommends that the BSD Board select Seen Media for the contract award.

Based on the proposal submitted by Seen Media, the general scope of work consists of the production of four videos, digital photography, and the development of print inserts for magazines at a total annual cost of $60,180.00. If approved, the agreement would begin upon execution of the contract and expire on August 1, 2023, with an option to renew for one year. Staff will work to promote the videos over various media channels, including the BSD social media accounts, website, and internet advertising.

Should the board concur with the committee’s recommendations, a resolution has been prepared for its consideration.

Suggested Action:

The Birmingham Shopping District approves the contract with Seen Media for video production services, digital photography, and the development of print inserts, authorizes the Executive Director to execute the contract and authorize payment for services in accordance with attachment B in the agreement.

Respectfully submitted,

Sean Kammer Executive Director

Birmingham Shopping District Meeting Date: 08/05/2021 151 Martin Street Birmingham, MI 48009 248-530-1200 ALLINBirmingham.com

MEMORANDUM

DATE: July 28, 2021 TO: Birmingham Shopping District Board FROM: Sean Kammer, Executive Director SUBJECT: WXYZ Sponsorship Agreement for Birmingham Cruise Event

The event will be taking place in conjunction with the Woodward Dream Cruise, which typically attracts 1.5 million people along an approximately 16-mile stretch of Woodward Avenue, including communities from Ferndale to Pontiac.

WXYZ is a recurring sponsor of the Birmingham Cruise, and typically broadcasts within the Birmingham Shopping District from a designated location near Haynes Street at Woodward Avenue. The following agreement with WXYZ defines the terms of the sponsorship, which includes but is not limited to an in-kind sponsorship of thirty 30-second advertising spots on WXYZ available to the BSD for promotions, Production of up to (2) two 30-second spots for the PSD’s use on TV, online or other broadcast outlets, and advertising presence on WXYZ.com during summer event season from May through September.

Should the board support the sponsorship agreement, a resolution has been prepared for its consideration.

Suggested Action:

The Birmingham Shopping District approves the sponsorship agreement with WXYZ for the Birmingham Cruise event, and authorizes the Executive Director and staff to execute the agreement accordingly.

Respectfully submitted,

Sean Kammer Executive Director

SPONSORSHIP AGREEMENT

This Agreement, made this ______day of ______, 2021 by and between the Downtown Birmingham Principal Shopping District, having its principal municipal office at 151 Martin Street, Birmingham, MI (hereinafter referred to as “PSD”), and Scripps Media, Inc. d/b/a WXYZ-TV, having its principal office at 20777 West 10 Mile Road, Southfield, MI 48075 (hereinafter referred to as “SPONSOR”), provides as follows:

WHEREAS, the PSD is hosting the 2021 Birmingham Cruise Event to be held on Saturday, August 21, 2021, hereinafter referred to as “Event”. For purposes of this Agreement, the terms CITY or City shall refer to the City of Birmingham.

WHEREAS, SPONSOR desires to be a sponsor of this Birmingham Event, which it will do in accordance with its best and most efficient methods and highest standards that it has evolved from its experience and which the PSD desires to be conducted in a professional and advantageous fashion, under the terms and conditions hereinafter stated.

NOW, THEREFORE, for and in consideration of the respective agreements and undertakings herein contained, the parties agree as follows:

1. EVENT. “Event” shall refer to the activities provided by the SPONSOR in accordance with this Agreement. In accordance with the City’s permitted use to the PSD, SPONSOR hereby agrees to coordinate activities related to the Event which shall commence at 9:00 a.m. on Saturday, August 21, 2021, and which shall conclude at 5:00 p.m. on the same day. SPONSOR may commence set up for the Event no earlier than 1:00 p.m. on Wednesday, August 18, 2021 for the portion of the Designated Location located on Haynes Street. For the remaining portions of the Designated Location, SPONSOR may commence set up no earlier than 8:00 a.m. on Friday, August 20, 2021. SPONSOR shall coordinate all set-up activities with the PSD and the City so as to minimize the impact on nearby businesses. All vehicles, staging, displays, tents, promotional materials and other items shall by removed from the Designated Location as soon as possible, but in no event later than 12:00 p.m. on Sunday, August 22, 2021. All public streets must be cleared immediately following the Event.

2. COMPENSATION. For the 2021 Event, SPONSOR agrees that it will provide to the PSD the following compensation upon the signing of this Agreement for the right to use the Designated Location and to conduct activities in accordance with the terms of this Agreement:

A. SPONSOR will provide the following media support to the Birmingham Principal Shopping District: I. Airtime for up to thirty (30) 30 second spots, produced by the Birmingham PSD or WXYZ, available to be used throughout the year with approval from WXYZ.

WXYZ-TV Sponsorship Agreement (2021-2023) - Page 1 II. Production of up to (2) two 30-second spots for the PSD’s use on WXYZ, online or other broadcast outlets. III. Advertising presence on WXYZ.com during summer event season from May through September. B. SPONSOR may bring in additional sponsors to their designated location under the following conditions: I. Prospective list of sponsors must be presented to the PSD for approval before SPONSOR agrees to have them in designated event space. a. Additional sponsors must be appropriate for the EVENT i.e. falls within the Cruise theme, does not conflict or compete with other PSD sponsors in overall event. II. SPONSOR agrees to provide an additional five (5) airtime spots, produced by the Birmingham PSD or WXYZ, for every sponsor they bring into SPONSOR’s designated location.

3. LOCATIONS & ACTIVITIES. “Designated Location” shall refer to the location on the map identified as “Exhibit A” attached hereto. The access point for the exhibit shall be determined in cooperation between the SPONSOR and the PSD in order to ensure suitable access to the Designated Location by the SPONSOR while maintaining sufficient access for emergency vehicles and other sponsor displays. SPONSOR will work with the PSD to ensure placement of the exhibit will not impede access for emergency vehicles on the day of the event. The PSD retains usage rights for streets, sidewalks, easements or other public right-of-ways and SPONSOR is not permitted to use them unless specifically provided for herein. The PSD and the CITY may make such other uses of the locations outlined herein, which are not inconsistent with SPONSOR’s activities in connection with this Agreement.

A. SPONSOR is permitted to use the Designated Location for an informational display, subject to meeting all City regulations. This exhibit may include the following elements:

I. SPONSOR broadcast display area. The location may be used for live broadcasts on the Friday before the EVENT, August 20, 2021, and on the day of the EVENT, Saturday, August 21, 2021 between the hours of 12:00 p.m. and 7:00 p.m., subject to compliance with all applicable City Ordinances and regulations;

II. SPONSOR is permitted to display SPONSOR’s logo banners within Designated Area, subject to meeting city regulations.

III. SPONSOR is permitted to display one (1) banner, promoting the Event and its display, on an adjacent building, subject to obtaining written permission from the property owner(s) to do so and subject to meeting all state and city regulations.

WXYZ-TV Sponsorship Agreement (2021-2023) - Page 2 IV. SPONSOR shall have the ability to sell SPONSOR wearables within the designated location subject to obtaining, at its sole expense, the required City of Birmingham permits.

V. Other similar display elements as agreed upon, in writing, by the parties.

B. OTHER SPONSORSHIP TERMS

I. SPONSOR agrees that all shows, displays, and performances for the Event will be open venues at no charge to the public, except for the area(s) clearly designated as “VIP” areas on the site plan provided to the PSD pursuant to Section 3(C)(I)(a) of this Agreement.

II. SPONSOR shall have its logo on the back of Birmingham Cruise Event volunteer t-shirts. SPONSOR must provide an electronic version of the logo artwork upon the signing of this Agreement.

III. SPONSOR will have its logo and a link from the Birmingham Cruise Event web page (currently www.allinBirmingham.com) to its corporate website. Link to be provided by SPONSOR.

IV. SPONSOR shall obtain, at its sole expense, any required permits from the City.

V. SPONSOR shall have the opportunity to survey event patrons within Designated Location.

VI. SPONSOR shall have the opportunity to distribute company promotional materials to event patrons in the Designated Location.

VII. The PSD shall work with, and provide full cooperation to, SPONSOR to meet the requirements for obtaining any and all necessary City permits.

VIII. Any set-up within the Designated Location shall have a minimum setback of 10 feet from the Woodward Avenue frontage. This restricted area shall be roped off to allow pedestrian traffic through this area.

IX. If so desired, SPONSOR may provide, at its own expense, security personnel to be present during the period SPONSOR display items are located at the designated location under the terms of this agreement. Security personnel are required to meet with the Birmingham Police Department at least seven (7) days prior to the Event.

WXYZ-TV Sponsorship Agreement (2021-2023) - Page 3 C. COORDINATION OF ACTIVITIES - SPONSOR shall provide all staff, workers, performers, vehicles, equipment, fuel, materials, parts, supplies, and wages as related to the SPONSOR’S exhibit, and insurance for its performance under this agreement. SPONSOR shall provide a designated contact overseeing the event, including a telephone number at which the contact may be reached at all times during the event, including set-up and removal times.

I. SPONSOR shall provide the PSD with the following information no later than the last Friday in July:

a. A detailed site plan for all activities planned for the Event, including any vendors or entertainers. b. Any other reports, as reasonably requested, related to activities taking place as part of the SPONSOR’s activities under this Agreement.

II. The PSD shall designate a representative to coordinate all of its activities in the performance of this Agreement. A designated PSD representative shall have the right to inspect and verify the activities of the SPONSOR pursuant to this Agreement.

a. At its discretion, the PSD may schedule a coordination meeting to include SPONSOR and any other event sponsors which may have adjacent displays. Such a meeting would be for the purposes of coordinating activities among the sponsors.

4. TERM. The term of this Agreement shall commence upon the execution of this agreement and shall continue until October 31, 2023. Provided that an Event is planned and scheduled for 2022 and 2023, and provided the PSD applies for and obtains a special event permit in accordance with Birmingham City Code Chapter 98, Article VI, SPONSOR shall have the first right of refusal for use of the designated location for the 2022 and 2023 Event by providing advance notice to the PSD of its desire to do so no later than November 1, 2021. The parties may also agree to amend this agreement as it relates to the permitted activities and compensation for such use of the property for future events.

5. TERMINATION. In the event that (a) the PSD terminates this Agreement, for any reason whatsoever, subsequent to payment being made by SPONSOR herein for any year, but prior to the Event, or (b) the Event is canceled for any reason, the PSD shall promptly reimburse SPONSOR the full amount of SPONSOR’s payment, minus any reasonable expenses incurred by the PSD to satisfy the terms of this Agreement. In no event may the PSD terminate this Agreement with less than 30 days’ prior written notice unless the Event is being canceled entirely. Either party may terminate the Agreement for material breach by the other party without cure within 10 days.

WXYZ-TV Sponsorship Agreement (2021-2023) - Page 4

6. FAIR PROCUREMENT OPPORTUNITY. Procurement for the City of Birmingham will be handled in a manner providing fair opportunity for all businesses. This will be accomplished without abrogation or sacrifice of quality and as determined to be in the best interest of the City of Birmingham.

7. INSURANCE. The SPONSOR shall not commence work under this Agreement until it has, at its sole expense, obtained the insurance required under this paragraph. All coverages shall be with insurance companies licensed and admitted to do business in the State of Michigan. All coverages shall be with carriers reasonably acceptable to the CITY and PSD.

A. Workers' Compensation Insurance: SPONSOR shall procure and maintain during the life of this contract, Workers' Compensation Insurance, including Employers Liability Coverage, in accordance with all applicable statutes of the State of Michigan.

B. Commercial General Liability Insurance: SPONSOR shall procure and maintain during the life of this contract, Commercial General Liability Insurance on an "Occurrence Basis" with limits of liability not less than $1,000,000 per occurrence combined single limit, Personal Injury, Bodily Injury and Property Damage. Coverage shall include the following extensions: (A) Contractual Liability; (B) Products and Completed Operations; (C) Independent Contractors Coverage; (D) Broad Form General Liability Extensions or equivalent; (E) Deletion of all Explosion, Collapse and Underground (XCU) Exclusions, if applicable.

C. Motor Vehicle Liability: SPONSOR shall procure and maintain during the life of this contract Motor Vehicle Liability Insurance, including all applicable no-fault coverages, with limits of liability of not less than $1,000,000 per occurrence combined single limit Bodily Injury and Property Damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles.

D. Additional Insured: Commercial General Liability and Motor Vehicle Liability Insurance, as described above, shall include an endorsement stating the following shall be Additional Insureds: The City of Birmingham, The Birmingham Principal Shopping District (“PSD”), and the Michigan Department of Transportation (“MDOT”), including all elected and appointed officials, all employee and volunteers, all boards, commissions and/or authorities and board members, including employees and volunteers thereof. This coverage shall be primary to any other coverage that may be available to the additional insured for all losses for which SPONSOR has indemnified the Additional Insureds, whether any other available coverage by primary, contributing or excess.

WXYZ-TV Sponsorship Agreement (2021-2023) - Page 5 E. Professional Liability: Professional liability insurance with limits of not less than $1,000,000 per claim if Sponsor will provide service that are customarily subject to this type of coverage, if applicable.

F. Cancellation Notice: Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions and SPONSOR shall provide a thirty day notice of cancellation to: BSD Executive Director, Birmingham Shopping District, 151 Martin Street, Birmingham, MI 48009.

G. Proof of Insurance Coverage: SPONSOR shall provide the CITY and PSD at the time the Agreement is returned for execution, Certificates of Insurance reasonably acceptable to the CITY and PSD, as listed below.

I. Two (2) copies of Certificate of Insurance for Workers' Compensation Insurance; II. Two (2) copies of Certificate of Insurance for Commercial General Liability Insurance; III. Two (2) copies of Certificate of Insurance for Vehicle Liability Insurance.

H. Coverage Expiration: If any of the above coverages expire during the term of this contract, SPONSOR shall deliver renewal certificates and/or policies to the CITY and PSD at least (10) days prior to the expiration date.

8. MAINTAINING INSURANCE: The SPONSOR also agrees to provide all insurance coverage as specified. Upon failure of the SPONSOR to obtain or maintain such insurance coverage for the term of the agreement, the CITY and PSD may, at its option, purchase such coverage and subtract the cost of obtaining such coverage from the contract amount. In obtaining such coverage, the CITY and PSD shall have no obligation to procure the most cost-effective coverage but may contract with any insurer for such coverage.

9. INDEMNIFICATION. To the fullest extent permitted by law, the SPONSOR and any entity or person for whom the SPONSOR is legally liable, agrees to be responsible for any liability, defend, pay on behalf of, indemnify, and hold harmless the City of Birmingham, The Birmingham Principal Shopping District (“PSD”), and the Michigan Department of Transportation (“MDOT”), their elected and appointed officials, employees and volunteers and others working on behalf of the City of Birmingham, the PSD, and/or MDOT against any and all claims, demands, suits, or loss, including all costs and reasonable attorney fees connected therewith, and for any damages which may be asserted, claimed or recovered against or from the City of Birmingham, the PSD, and/or MDOT, its elected and appointed officials, employees, volunteers or others working on behalf of the City of Birmingham, the PSD, and/or MDOT, by reason of personal injury, including bodily injury and death and/or property damage, including loss of use thereof,

WXYZ-TV Sponsorship Agreement (2021-2023) - Page 6 which arises out of SPONSOR's acts or omissions under this Agreement. Such responsibility shall not be construed as liability for personal injury or damage caused by or resulting from the sole act or omission of its elected or appointed officials, employees, volunteers or others working on behalf of the City of Birmingham, the PSD, and/or MDOT.

10. CONDITION OF PROPERTY. SPONSOR shall keep the designated locations in a safe, clean and proper condition. SPONSOR shall reimburse or otherwise pay the CITY for the repair of all damage to city property over and above ordinary wear and tear as a result of SPONSOR’s activities during the Event. SPONSOR shall at its sole cost and expense, promptly remove all property from the designated locations not belonging to the PSD including, but not limited to, debris, materials and/or other equipment, and promptly restore the designated locations to substantially the condition existing prior to the date set-up commenced, subject to reasonable wear and tear. SPONSOR shall use the City’s property at its own risk and assumes all risk of loss resulting from such use. SPONSOR certifies, represents and declares that it has no title in or to the designated locations nor to any portion thereof, and has not, does not, and will not claim such title nor any easement over the designated locations.

11. NO ALCOHOL. No alcohol may be served in any location in the CITY as a part of the performance of the Event. The Event is strictly non-alcoholic.

12. COMPLIANCE WITH LAWS. Each party shall, in performing this Agreement, adhere to and comply with all laws, ordinances, rules and regulations, without limitation. SPONSOR shall secure all licenses and permits as may be required.

13. CONFLICTS OF INTEREST. As required by City ordinance section 2-287, if, after the effective date of this Agreement, any official of the City or PSD or spouse, child, or parent, of such official shall become directly or indirectly interested in this Agreement, the PSD shall have the right to terminate this Agreement without further liability if the disqualification has not been removed within thirty (30) days after the City has given SPONSOR notice of the disqualifying interest. Ownership of less than one percent (1%) of the stock or other equity interest in a corporation or partnership shall not be a disqualifying interest. Employment shall be a disqualifying interest only if such employment is in an administrative, managerial or executive capacity in which the employee could in any way influence the decisions of the business entity with regard to the contract proposals or other transactions.

14. ASSIGNMENT & MODIFICATION. This Agreement shall be binding upon the successors and assigns of the parties hereto, but no such assignment shall be made without the prior written consent of the other party. This Agreement may only be modified in writing, signed by both parties.

15. DISPUTE RESOLUTION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled either by commencement of

WXYZ-TV Sponsorship Agreement (2021-2023) - Page 7 a suit in Oakland County Circuit Court, the 48th District Court or by arbitration. If both parties elect to have the dispute resolved by arbitration, it shall be settled pursuant to Chapter 50 of the Revised Judicature Act for the State of Michigan and administered by the American Arbitration Association with one arbitrator being used, or three arbitrators in the event any party’s claim exceeds $1,000,000. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration. Such arbitration shall qualify as statutory arbitration pursuant to MCL§600.5001 et. seq., and the Oakland County Circuit Court or any court having jurisdiction shall render judgment upon the award of the arbitrator made pursuant to this Agreement. The laws of the State of Michigan shall govern this Agreement, and the arbitration shall take place in Oakland County, Michigan. In the event that the parties elect not to have the matter in dispute arbitrated, any dispute between the parties may be resolved by the filing of a suit in the Oakland County Circuit Court or the 48th District Court.

16. NOTICES. All notices required to be sent by this Agreement shall be sent to the following addresses:

PSD SPONSOR Sean Kammer Mr. Mike Murri Executive Director WXYZ/WMYD Vice-President and 151 Martin Street General Manager Birmingham, MI 48009 20777 West 10 Mile Road Ph:248.530.1250 Southfield, MI 48075 Ph:248.827.9221

17. FORCE MAJEURE. Neither party shall be liable in damages or have the right to terminate this Agreement for any default hereunder if such default is caused by conditions beyond its control including, but not limited to Acts of God, governmental restrictions imposed for heightened security measures, wars, insurrections and/or other cause beyond the reasonable control of the party whose performance is affected.

18. ENTIRE AGREEMENT. This document contains the entire Agreement between the parties hereto and there are no inducements or representations leading to the execution hereof except as herein contained.

WXYZ-TV Sponsorship Agreement (2021-2023) - Page 8 IN WITNESS WHEREOF, the said parties have caused this Agreement to be executed as of the date and year above written.

WITNESSES: SPONSOR

______

By: Mike Murri WXYZ/WMYD Vice-President and General Manager

PRINCIPAL SHOPPING DISTRICT

By: ______PSD Chairman

APPROVED:

______City Manager City Attorney (Approved as to substance) (Approved as to form)

______PSD Director Director of Finance (Approved as to substance) (Approved as to financial obligation)

WXYZ-TV Sponsorship Agreement (2021-2023) - Page 9 Birmingham Shopping District Meeting Date: 08/05/2021 151 Martin Street Birmingham, MI 48009 248-530-1200 ALLINBirmingham.com

MEMORANDUM

DATE: July 28, 2021 TO: Birmingham Shopping District Board FROM: Sean Kammer, Executive Director SUBJECT: WOMC/Audacy Sponsorship Agreement for Birmingham Cruise Event

The annual Birmingham Cruise event is scheduled to take place on Saturday, August 21. This year, at the direction of the city’s emergency manager and the city commission, the event footprint will be reduced by about two-thirds in order to accommodate social distancing, relieve stress on emergency responders, and reduce the potential number of persons gathering in one place. The event will be taking place in conjunction with the Woodward Dream Cruise, which typically attracts 1.5 million people along an approximately 16-mile stretch of Woodward Avenue, including communities from Ferndale to Pontiac.

WOMC/Audacy is a recurring sponsor of the Birmingham Cruise. They are typically stationed in a broadcast tower/platform, which will be located near the south end of the event footprint on S. Old Woodward, just north of Landon Street.

The following agreement with WOMC/Audacy defines the terms of the sponsorship, which includes but is not limited to an in-kind sponsorship of forty 9-second radio spots, to be produced by WOMC, as well as advertising presence on WOMC.com or the Audacy website.

Should the board support the sponsorship agreement, a resolution has been prepared for its consideration.

Suggested Action:

The Birmingham Shopping District approves the sponsorship agreement with WOMC/Audacy for the Birmingham Cruise event, and authorizes the Executive Director and staff to execute the agreement accordingly.

Respectfully submitted,

Sean Kammer Executive Director

Birmingham Shopping District Meeting Date: 08/05/2021 151 Martin Street Birmingham, MI 48009 248-530-1200 ALLINBirmingham.com

MEMORANDUM

DATE: August 2, 2021 TO: Birmingham Shopping District Board FROM: Sean Kammer, Executive Director SUBJECT: General Motors LLC Sponsorship for Birmingham Cruise

General Motors LLC is a recurring sponsor of the Birmingham Cruise. Annually, General Motors sets up a Chevy exhibition on the public property just south of 555 S. Old Woodward. The following agreement with General Motors LLC defines the terms of the sponsorship, which includes a monetary sponsorship of $60,000 for the Birmingham Cruise event.

Should the board support the sponsorship agreement, a resolution has been prepared for its consideration.

Suggested Action:

The Birmingham Shopping District approves the sponsorship agreement with General Motors LLC for the Birmingham Cruise event, and authorizes the Executive Director and staff to execute the agreement accordingly.

Respectfully submitted,

Sean Kammer Executive Director

SPONSORSHIP AGREEMENT

This Agreement, made this ______day of ______, 2021 by and between the Birmingham Principal Shopping District, having its principal municipal office at 151 Martin Street, Birmingham, MI (hereinafter referred to as “PSD”), and General Motors LLC, having its principal office at 100 Renaissance Center, Detroit, Michigan 48265 (hereinafter referred to as “SPONSOR”), and Jack Morton Worldwide Inc., having its principal office at 142 Berkeley Street, Boston, Massachusetts 02116 (hereinafter referred to as “JACK MORTON”), provides as follows:

WHEREAS, the PSD hosts the Birmingham Cruise Event, typically held the third Saturday of August each year, hereinafter referred to as “Event”. For purposes of this Agreement, the terms CITY or City shall refer to the City of Birmingham. The PSD plans to host Events for 2021, 2022 and 2023.

WHEREAS, SPONSOR desires to be a sponsor of this Birmingham Event for these years, which it will do in accordance with its best and most efficient methods and highest standards that it has evolved from its experience and which the PSD desires to be conducted in a professional and advantageous fashion, under the terms and conditions hereinafter stated.

WHEREAS, JACK MORTON will provide certain services for the benefit of SPONSOR in connection with the Event, and joins in this Agreement for the purposes of acknowledging its obligations pursuant to Paragraph 9 hereof, and agreeing to be bound by such Paragraph 9 of this Agreement.

NOW, THEREFORE, for and in consideration of the respective agreements and undertakings herein contained, the parties agree as follows:

1. EVENT. “Event” shall refer to the activities provided by the SPONSOR in accordance with this Agreement for the 2021, 2022 and 2023 Events. In accordance with the City’s permitted use to the PSD, SPONSOR hereby agrees to coordinate activities related to the 2021, 2022 and 2023 Events which shall commence at 8:00 a.m. on the third Saturday, and which shall conclude at 7:00 p.m. on the same day. SPONSOR may commence set up for the Event no earlier than 7:30 a.m. the preceding Friday. SPONSOR shall coordinate all set-up activities with the PSD and the City to minimize the impact on nearby businesses. All vehicles, staging, displays, tents, promotional materials and other items shall by removed from the Designated Location as soon as possible, but in no event later than 12:00 p.m. on the next day. All public streets must be cleared immediately following the Event.

2. COMPENSATION. SPONSOR agrees to pay a total of $60,000 for each year in which the Event is taking place (2021, 2022 and 2023). SPONSOR agrees that it will pay to the PSD $45,000 (75%) on or before June 1 of each year (subject to SPONSOR receiving prior written notification the Event for the current year is taking place), and the remaining $15,000 (25%) on or before the last day of the

GM Sponsorship Agreement – 2021-2023 (Page 1)

Event for the right to use the Designated Location and to conduct activities in accordance with the terms of this Agreement. PSD will issue an invoice for each payment at least sixty-five (65) days prior to due date.

3. LOCATIONS & ACTIVITIES. “Designated Location” shall refer to the location on the map identified as “Exhibit A” attached hereto. The access point for the exhibit shall be determined in cooperation between the SPONSOR and the PSD in order to ensure suitable access to the Designated Location by the SPONSOR while maintaining sufficient access for emergency vehicles SPONSOR will work with the PSD to ensure placement of the exhibit will not impede access for emergency vehicles on the day of the event. The PSD retains usage rights for streets, sidewalks, easements or other public right-of-ways and SPONSOR is not permitted to use them unless specifically provided for herein.

A. SPONSOR is required to activate the entire Designated Location for an informational display, subject to meeting all City regulations. Such regulations will be shared from PSD with SPONSOR prior to the EVENT. This exhibit may include the following elements:

I. Display space for the Chevrolet Display.

II. Displays of SPONSOR vintage, concept, or current model year vehicles and/or interactive displays or SPONSOR employee’s vintage vehicles throughout the SPONSOR display area.

III. Bleacher area(s) for use by the public and VIPs.

IV. SPONSOR is permitted to display SPONSOR’s logo banners within Designated Area, subject to meeting city regulations.

V. Other similar display elements as agreed upon, in writing, by the parties and such approval shall not be unreasonably withheld. Display elements may include, but are not limited to:

a. Static Display vehicles b. Tents c. Self-standing signage d. Accessories display

B. OTHER SPONSORSHIP TERMS

GM Sponsorship Agreement – 2021-2023 (Page 2)

II. SPONSOR shall have its logo on the back of Birmingham Cruise Event volunteer t-shirts. SPONSOR must provide an electronic version of the logo artwork by June 1 of each year. SPONSOR grants to PSD, a nontransferable license to use its logo during the term of this Agreement. SPONSOR must agree in writing as to the form and content in which such materials are to be used prior to their use, which approval the parties shall not unreasonably withhold. Such use may be subject to such reasonable conditions, not limited to, conditions affording SPONSOR adequate protection of its logo. Upon termination or expiration of this Agreement, PSD shall cease all use of the logo, as soon as practicable, but in any event within thirty (30) days.

III. SPONSOR will have its logo and a link from the Birmingham Cruise Event web page (currently www.birminghamcruiseevent.com) to its corporate website. Link to be provided by SPONSOR.

IV. Per SPONSOR’s direction, JACK MORTON shall engage a vendor (“VENDOR”) for each Event year. The Vendor to be engaged by JACK MORTON shall be identified to PSD by June 1 of each year. Such identification shall include the entity name, address, contact person, and telephone number(s). PSD shall review said selection and either approve or not approve that VENDOR by July 1, with approval not being unreasonably withheld. If approved, VENDOR shall submit a fully executed agreement (in the form attached hereto as Exhibit A) that shall be signed by all parties indicating that VENDOR shall comply with the terms and conditions of this Agreement, including references and obligations attributed to “VENDOR” herein. SPONSOR may direct JACK MORTON, but is not required to, utilize a different VENDOR each Event year, subject to the PSD approval process and agreement process herein.

V. VENDOR shall obtain, at its sole expense, any required permits from the City.

VI. SPONSOR shall have the opportunity to survey event patrons within Designated Location.

VII. SPONSOR shall have the opportunity to distribute company promotional materials to event patrons in the Designated Location.

VIII. The PSD shall work with, and provide full cooperation to, SPONSOR to meet the requirements for obtaining any and all necessary City permits.

IX. Any set-up within the Designated Location shall have a minimum setback of 10 feet from the Woodward Avenue frontage. This

GM Sponsorship Agreement – 2021-2023 (Page 3)

restricted area shall be roped off to allow pedestrian traffic through this area.

X. If so desired, SPONSOR may provide, at its own expense, security personnel to be present during the period SPONSOR display items are located at the designated location under the terms of this agreement. Security personnel are required to meet with the Birmingham Police Department at least seven (7) days prior to the Event.

XI. SPONSOR may use George and Landon streets for executive and staff parking, up to twelve (12) spots are available.

C. COORDINATION OF ACTIVITIES - SPONSOR shall provide all staff, workers, performers, vehicles, equipment, fuel, materials, parts, supplies, wages, and insurance for its performance under this agreement. SPONSOR shall provide a designated contact overseeing the event, including a telephone number at which the contact may be reached at all times during the event, including set-up and removal times.

I. SPONSOR shall provide the PSD with the following information no later than the last Friday in July of each year:

a. No later than four (4) weeks prior to the Event, a detailed, draft site plan for all activities planned for the Event, including any vendors and/or entertainers. b. No later than two (2) weeks prior to the Event, a detailed, final site plan for all activities planned for the Event, including any vendors or entertainers. c. Any other reports, as reasonably requested, related to activities taking place as part of the SPONSOR’s activities under this Agreement.

4. TERM. The term of this Agreement shall commence upon the execution of this agreement and shall continue until August 31, 2023, provided that an Event is planned and scheduled for 2021, 2022 and 2023, and provided the PSD applies for and obtains a special event permit in accordance with Birmingham City Code

GM Sponsorship Agreement – 2021-2023 (Page 4)

Chapter 98, Article VI. The parties may also agree to amend this agreement as it relates to the permitted activities for such use of the property for each Event year.

The Agreement consists of the following contract years:

Upon Agreement signing through August 31, 2021 (“Year One”); September 1, 2021 through August 31, 2022 (“Year Two”); and September 1, 2022 through August 31, 2023 (“Year Three”).

If an Event is planned and scheduled for 2023, and provided the PSD applies for and obtains a special event permit in accordance with Birmingham City Code Chapter 98, Article VI, SPONSOR shall have the first right of refusal for use of the designated location for the 2023 Event by providing advance written notice to the PSD of its desire to do so no later than November 16, 2022.

5. TERMINATION. In the event that (a) the PSD terminates this Agreement, for any reason whatsoever, subsequent to payment being made by SPONSOR herein for any year, but prior to an Event, or (b) the Event is canceled for any reason, the PSD shall promptly reimburse SPONSOR the full amount of SPONSOR’s payment for that Event year, minus any reasonable expenses incurred by the PSD to satisfy the terms of this Agreement. In no event may the PSD terminate this Agreement with less than 30 days’ prior written notice unless an Event is being canceled entirely. Either party may terminate the Agreement for material breach by the other party without cure within 10 days.

6. FAIR PROCUREMENT OPPORTUNITY. Procurement for the City of Birmingham and PSD will be handled in a manner providing fair opportunity for all businesses. This will be accomplished without abrogation or sacrifice of quality and as determined to be in the best interest of the City of Birmingham.

GM Sponsorship Agreement – 2021-2023 (Page 5)

Operations; (C) Independent Contractors Coverage; (D) Broad Form General Liability Extensions or equivalent; (E) Deletion of all Explosion, Collapse and Underground (XCU) Exclusions, if applicable.

E. Cancellation Notice: Should any of the above-described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions and SPONSOR shall provide a thirty day notice of cancellation to: BSD Executive Director, Birmingham Shopping District, 151 Martin Street, Birmingham, MI 48009.

F. Proof of Insurance Coverage: SPONSOR shall provide the CITY and PSD at the time the Agreement is returned for execution, Certificates of Insurance reasonably acceptable to the CITY and PSD, as listed below.

G. Coverage Expiration: If any of the above coverages expire during the term of this contract, SPONSOR shall deliver renewal certificates and/or policies to the CITY and PSD at least (10) days prior to the expiration date.

H. Maintaining Insurance: The SPONSOR also agrees to provide all insurance coverage as specified. Upon failure of the SPONSOR to obtain or maintain such insurance coverage for the term of the agreement, the CITY and PSD

GM Sponsorship Agreement – 2021-2023 (Page 6)

may, at its option, purchase such coverage and subtract the cost of obtaining such coverage from the contract amount. In obtaining such coverage, the CITY and PSD shall have no obligation to procure the most cost-effective coverage but may contract with any insurer for such coverage.

8. INDEMNIFICATION. To the fullest extent permitted by law, JACK MORTON agrees to indemnify and hold harmless PSD and MDOT, from and against any and all claims, demands, obligations, causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), and expenses associated therewith (including the payment of reasonable attorney fees and disbursements), arising out of the acts or omissions of its employees working onsite at the Event.

9. CONDITION OF PROPERTY. SPONSOR shall keep the designated locations in a safe, clean and proper condition. SPONSOR shall reimburse or otherwise pay the CITY for the repair of all damage to city property over and above ordinary wear and tear as a result of SPONSOR’s activities during the Event. SPONSOR shall at its sole cost and expense, promptly remove all property from the designated locations not belonging to the PSD including, but not limited to, debris, materials and/or other equipment, and promptly restore the designated locations to substantially the condition existing prior to the date set-up commenced, subject to reasonable wear and tear. SPONSOR shall use the City’s property at its own risk and assumes all risk of loss resulting from such use. SPONSOR certifies, represents and declares that it has no title in or to the designated locations nor to any portion thereof, and has not, does not, and will not claim such title nor any easement over the designated locations.

10. ALCOHOL. No alcohol may be served in any location in the CITY as a part of the performance of the Event. The Events are strictly non-alcoholic.

11. COMPLIANCE WITH LAWS. Each party shall, in performing this Agreement, adhere to and comply with all laws, ordinances, rules and regulations without limitation, including all U.S. federal state and local laws, regulations and guidelines, including but not limited to campaign finance laws, ethics laws, pay to play rules, and any applicable lobbying registration and disclosure laws, without limitation. SPONSOR shall secure all licenses and permits as may be required.

12. CONFLICTS OF INTEREST. As required by City ordinance section 2-287, if, after the effective date of this Agreement, any official of the City or PSD or spouse, child, or parent, of such official shall become directly or indirectly interested in this Agreement, the PSD shall have the right to terminate this Agreement without further liability if the disqualification has not been removed within thirty (30) days after the City has given SPONSOR notice of the disqualifying interest. Ownership of less than one percent (1%) of the stock or other equity interest in a corporation or partnership shall not be a disqualifying interest. Employment shall be a disqualifying interest only if such employment is in an administrative, managerial or executive capacity in which the employee could in any way influence the

GM Sponsorship Agreement – 2021-2023 (Page 7)

decisions of the business entity with regard to the contract proposals or other transactions.

13. ASSIGNMENT & MODIFICATION. This Agreement shall be binding upon the successors and assigns of the parties hereto, but no such assignment shall be made without the prior written consent of the other party. This Agreement may only be modified in writing, signed by both parties.

14. DISPUTE RESOLUTION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled either by commencement of a suit in Oakland County Circuit Court, the 48th District Court or by arbitration. If both parties elect to have the dispute resolved by arbitration, it shall be settled pursuant to Chapter 50 of the Revised Judicature Act for the State of Michigan and administered by the American Arbitration Association with one arbitrator being used, or three arbitrators in the event any party’s claim exceeds $1,000,000. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration. Such arbitration shall qualify as statutory arbitration pursuant to MCL§600.5001 et seq., and the Oakland County Circuit Court or any court having jurisdiction shall render judgment upon the award of the arbitrator made pursuant to this Agreement. The laws of the State of Michigan shall govern this Agreement, and the arbitration shall take place in Oakland County, Michigan. In the event that the parties elect not to have the matter in dispute arbitrated, any dispute between the parties may be resolved by the filing of a suit in the Oakland County Circuit Court or the 48th District Court.

15. NOTICES. All notices required to be sent by this Agreement shall be sent to the following addresses:

PSD GENERAL MOTORS LLC Sean Kammer Emily Weaver Executive Director Chevrolet Motor Division, 151 Martin Street General Motors LLC Birmingham, MI 48009 100 Renaissance Center Phone: 248.530.1200 Detroit, MI 48265 Phone: 313.938.9855

JACK MORTON WORLDWIDE INC. [INSERT NAME] 142 Berkeley Street Boston, MA 02116 Ph: 248.890.5233

16. FORCE MAJEURE. Neither party shall be liable in damages or have the right to terminate this Agreement for any default hereunder if such default is caused by conditions beyond its control including, but not limited to Acts of God,

GM Sponsorship Agreement – 2021-2023 (Page 8)

governmental restrictions imposed for heightened security measures, wars, insurrections and/or other cause beyond the reasonable control of the party whose performance is affected.

17. ENTIRE AGREEMENT. This document contains the entire Agreement between the parties hereto and there are no inducements or representations leading to the execution hereof except as herein contained.

IN WITNESS WHEREOF, the said parties have caused this Agreement to be executed as of the date and year above written.

GENERAL MOTORS LLC

By: ______

Its: ______

PRINCIPAL SHOPPING DISTRICT

By: ______Geoffery Hockman

Its: Chairman

APPROVED:

______Thomas M. Markus, City Manager Mary M. Kucharek, City Attorney (Approved as to substance) (Approved as to form)

______Sean Kammer, PSD Executive Director Mark A. Gerber, Director of Finance (Approved as to substance) (Approved as to financial obligation)

GM Sponsorship Agreement – 2021-2023 (Page 9)

EXHIBIT A

VENDOR AGREEMENT

WHEREAS, PSD, SPONSOR, and VENDOR have executed a Sponsorship Agreement dated ______, 2021, which provides that SPONSOR will provide a vendor for the 2021, 2022 and 2023 Birmingham Cruise Event.

WHEREAS, per SPONSOR’s direction has engaged VENDOR to serve as the vendor under the Sponsorship Agreement for the ______Event year, which selection has been approved by the PSD in accordance with its terms.

NOW, THEREFORE, for and in consideration of the respective agreements and undertakings herein contained, the parties agree as follows:

1. VENDOR shall serve on SPONSOR’s behalf for the Birmingham Cruise Event.

2. VENDOR has read and agrees to comply with all of the terms and conditions of the Sponsorship Agreement, and agrees that references to and obligations of “VENDOR” in the Sponsorship Agreement shall refer to VENDOR.

3. Any and all compensation to VENDOR for the services it renders for the Birmingham Cruise Event shall be that which is separately agreed to between VENDOR and SPONSOR and shall be the sole responsibility of VENDOR per SPONSOR’s direction and not the PSD or the City of Birmingham.

4. VENDOR INSURANCE. The VENDOR shall not commence work under this Agreement until it has, at its sole expense, obtained the insurance required under this paragraph. All coverages shall be with insurance companies licensed and admitted to do business in the State of Michigan. All coverages shall be with carriers reasonably acceptable to the CITY and PSD.

E. Professional Liability: Professional liability insurance with limits of not less than $2,000,000 per claim if Sponsor will provide service that are customarily subject to this type of coverage, if applicable.

F. Pollution Liability Insurance: Contractor shall procure and maintain during the life of this Agreement Pollution Liability Insurance, with limits of liability of not less than $1,000,000, per occurrence, preferred, but claims made accepted, if applicable.

G. Cancellation Notice: Should any of the above-described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions and SPONSOR shall provide a thirty- day notice of cancellation to: BSD Executive Director, Birmingham Shopping District, 151 Martin Street, Birmingham, MI 48009.

H. Proof of Insurance Coverage: SPONSOR shall provide the CITY and PSD at the time the Agreement is returned for execution, Certificates of Insurance reasonably acceptable to the CITY and PSD, as listed below.

I. Coverage Expiration: If any of the above coverages expire during the term of this contract, SPONSOR shall deliver renewal certificates and/or policies to the CITY and PSD at least (10) days prior to the expiration date.

J. Maintaining Insurance: The SPONSOR also agrees to provide all insurance coverage as specified. Upon failure of the SPONSOR to obtain or maintain such insurance coverage for the term of the agreement, the CITY and PSD may, at its option, purchase such coverage and subtract the cost of obtaining such coverage from the contract amount. In obtaining such coverage, the CITY and PSD shall have no obligation to procure the most cost-effective coverage but may contract with any insurer for such coverage.

K. Certificates of insurance required of VENDOR shall be provided to the PSD no later than July 15 of the Event year.

5. Indemnification: To the fullest extent permitted by law, the VENDOR agrees to be responsible for any liability, and to defend, pay on behalf of, indemnify, and hold harmless SPONSOR, the City of Birmingham, PSD and the Michigan Department of Transportation ("MDOT"), their elected and appointed officials, employees and volunteers and others working on behalf of the City of Birmingham, SPONSOR, the PSD, and/or MDOT against any and all claims, demands, suits, or loss, including all costs and reasonable attorney fees connected therewith, and for any damages which may be asserted, claimed or recovered against or from the City of Birmingham, SPONSOR, the PSD, and/or MDOT, its elected and appointed officials, employees, volunteers or others working on behalf of the City of Birmingham, SPONSOR, the PSD, and/or MDOT, by reason of personal injury, including bodily injury and death and/or property damage, including loss of use thereof, which arises directly out of VENDOR's or its employees acts or omissions under this Agreement. Such responsibility shall not be construed as liability for damage caused by or resulting from the sole or contributory act or omission of the City of Birmingham, SPONSOR, the PSD, and/or MDOT or their elected or appointed officials, employees, volunteers or others working on their behalf.

IN WITNESS WHEREOF, the said parties have caused this Agreement to be executed as of the date and year above written.

GENERAL MOTORS LLC

By: ______

Its: ______

PRINCIPAL SHOPPING DISTRICT

By: ______Geoffery Hockman Its: Chairman

Joined by JACK MORTON solely with respect to Paragraph 9 hereof.

JACK MORTON WORLDWIDE INC.

By: ______

Its: ______

VENDOR

By: ______

Its: ______

APPROVED:

______Thomas M. Markus, City Manager Mary M. Kucharek, City Attorney (Approved as to substance) (Approved as to form)

______Sean Kammer, PSD Executive Director Mark A. Gerber, Director of Finance (Approved as to substance) (Approved as to financial obligation)

CITY BOARD/COMMITTEE ATTENDANCE RECORD

Name of Board: Birmingham Shopping District Year: 2021 Members Required for Quorum: 7 SPEC Total Percent MTG SPEC Mtgs. Total Attended MEMBER NAME JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC 4/23 MTG Att. Absent Available REGULAR MEMBERS Richard Astrein P P P P P P NM P 7 0 100% Samy Eid A P P A A P NM P 4 3 57% Geoffrey Hockman P P P P P P NM P 7 0 100% Zachary Kay P P P P P P NM P 7 0 100% Sarvy Lipari NA NA NA NA NA P NM NA 1 0 100% Jessica Lundberg A P P P P P NM P 6 1 86% Tom Markus P P P P P P NM P 7 0 100% Mike McKenzie P P P P P P NM P 7 0 100% Amy Pohlod P P P P P P NM P 7 0 100% Steve Quintal A P P P P P NM P 6 1 86% Bill Roberts P P P P P P NM P 7 0 100% Sam Surnow A P A P P P NM P 5 2 71% Reserved 0 0 #DIV/0! Doug Fehan NA NA NA P P P NM A 3 1 75% Present or Available 7 11 10 10 10 12 0 0 0 0 0 0 11 0

KEY: A = Member absent P = Member present or available CP = Member available, but meeting canceled for lack of quorum CA = Member not available and meeting was canceled for lack of quorum NA = Member not appointed at that time NM = No meeting scheduled that month CM = Meeting canceled for lack of business items

Department Head Signature

Birmingham Shopping District 151 Martin Street Birmingham, MI 48009 248-530-1200

BSD COMMITTEES MONTHLY MEETING SCHEDULE AUGUST 2021

BSD BOARD THURS 8/5 @ 8:30 AM – COMMUNITY HOUSE

MAINTENANCE/CAPITAL IMPROVEMENTS TUES 8/10 @ 8:30 AM – VIA ZOOM MEETING

SPECIAL EVENTS THURS 8/12 @ 8:30 am – VIA ZOOM MEETING

MARKETING/ADVERTISING THURS 8/19 @ 8:30 AM. VIA ZOOM MEETING

BUSINESS DEVELOPMENT THURS 8/26 at 8:30 VIA ZOOM MEETING

EXECUTIVE TUES 8/3 at 8:30 AM VIA ZOOM MEETING

QUARTERLY COMMITTEE HEAD TBD

NOTE: Email the Birmingham Shopping District at [email protected] for password and login information.

Notice: Individuals requiring accommodations, such as interpreter services, for effective participation in this meeting should contact the City Clerk's Office at (248) 530-1880 at least one day in advance of the public meeting.

Las personas que requieren alojamiento, tales como servicios de interpretación, la participación efectiva en esta reunión deben ponerse en contacto con la Oficina del Secretario Municipal al (248) 530-1880 por lo menos el día antes de la reunión pública. (Title VI of the Civil Rights Act of 1964).