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HomeMy WebLinkAbout9.16.2025 Business Improvement District Full Agenda TO: Downtown Oshkosh Business Improvement District Board FROM: Megan Lang, Chair DATE: September 12, 2025 PLEASE BE ADVISED the Downtown Oshkosh Business Improvement District Board will hold a regular meeting at 8:00 A.M., Tuesday, September 16, 2025 at City Hall 215 Church Ave. Room 404, Oshkosh, WI to consider the following agenda: AGENDA I. Call to Order II. Police report for Downtown III. Approve Minutes of the August 19, 2025 Meeting IV. Approve Monthly Financial Report V. 400 East String Lighting VI. Vote on BID/DOI Contract VII. Updates with new Downtown Gift card Program VIII. BID Manager and BID Committee Reports a. Events a. Holiday Parade b. Member Co c. Beautification d. Marketing & Communications IX. Board Member Comments X. Identification of Agenda Items for the October 21, 2025 Meeting XI. Adjournment 1 Downtown Oshkosh BID Board Minutes August 19, 2025 Present: Megan Lang, James Evans, Logan Jungbacker, Sandy Prunty, Andy Ratchman, Barb Nelson Absent: Derek Mulloy, Jim Stapel, Autumn Urban, Chanda Anderson, Carrie Olson, Kris Larsen - Liaison, Marlo Ambas Staff: Collen Bies – BID Manager, City of Oshkosh Sara Rutkowski Community Development Director and Patrol Officer Bonnett Others: Sean Fitzgerald – Chamber, I. Call to Order Ms. Lang called the meeting to order at 8:08 am. A quorum was declared present. II. Police Report for Downtown Officer Bonnett reported Salvation Army no longer is allowing people to sleep on the back end of their property, so those individuals are now displaced and around other parks in the community. Concerns were raised about illicit items being used in the evenings after the parks and the impact that has in the area. III. Approve Minutes of the July 15, 2025 Meeting (Prunty, Jungbacker) Correction of Jim Evans as newly elected Vice-Chair. IV. Approve Monthly Financial Report (Jungbacker, Prunty) Discussion was held concerning the beautification grant and making adjustments to the program as needed to make sure it is reaching what businesses need it. V. BID/DOI Contract Update Contract draft is at the City with Karen’s comments. City staff will review and get back to Colleen. Discussion was held about BID board total member numbers changing, and who would stay with BID board and who will be on DOI board. Hopefully contract will be brought for approval for next month. VI. Downtown Gift Program Updates Program is still being implemented. Working on a new logo that would assist with roll-out. Once all is set-up, Colleen will assist owners with implementation when it is ready. VII. BID Manager and BID Committee Reports Discussion was held Beautification Grant for 435 N. Main. Motion to approve $1000 (Prunty, Jungbacker). 2 Music on Main attendees increased from previous years. Last Kid’s concert went very well also. Chalk walk has a hiccup with road blocks, but attendance was great. Brews will be ready to open in September. Holiday Parade funding from AmCor was approved at $5,000 with the possibility of looking at additional silver sponsors. Marketing assistance provided by a volunteer. VIII. Board Member Comments Evans discussed By-Laws should have agenda items additions and how to add them. IX. Identification of Agenda Items for the September 2025 Meeting - Bid Bylaws suggested changes - Recruitment retention grants X. Adjournment Adjourned 9:00 am by Lang. 9/12/2025 2025 Spend To Date Allocation YTD Days to Date % of the Year Leadership 60.48% Recruitment/Retention/Beautification Grants Events 53.01% Advertising 62.01% Gift Card Program New Program Arts & Beautification 51.54% Storage Unit 75.00% 254 70% OSHKOSH CONVENTION AND VISITORS BUREAU INC $128,000.00 $(77,414.49) Website Maintenance/Office Supplies $5,000.00 $(4,385.10) Training $1,000.00 $(692.07) Strategic Planning $10,000.00 $(10,798.53) $20,000.00 $-   Waterfest $2,500.00 $(2,500.00) Music in the Square/Lunch Events $15,000.00 $(8,804.71) Wine/Beer Walks $10,000.00 $(5,810.07) Holiday $15,000.00 $(1,528.74) Chalk Walk $4,000.00 $(3,927.20) Farmers Market $5,000.00 $(5,000.00) Chocolate Stroll $500.00 $(692.80) Downtown Events $2,500.00 $(629.39) $15,000.00 $(9,301.50) $1,000.00 $(6,750.00) Maintenance $10,000.00 $(5,154.17) Holiday/Seasonal Plantings $20,000.00 $(11,388.36) Seagull Mitigation Project $3,000.00 $(3,433.00) $1,800.00 $(1,350.00) 1 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into on the ____ day of ____________, 2025, by and between the BID Board of Oshkosh Downtown Oshkosh Business Improvement District (BID) Board (“BID Board”), 215 Church Avenue, Oshkosh, Wisconsin 54901, and Downtown Oshkosh, Inc. (“DOI”), a Wisconsin nonprofit corporation, _____________________________(address). 1. Purpose. The BID Board contracts with DOI to provide operational, administrative, and management services needed to implement the Downtown Oshkosh Business Improvement District’s Operating Plan, as approved annually by the BID Board and the City of Oshkosh Common Council. 2. Consideration. The BID Board and DOI agree to the terms and conditions of this Agreement in return for the monetary and other consideration described herein. The parties acknowledge the receipt of the consideration and further acknowledge that the consideration given and received is of sufficient value to induce them to enter into this Agreement. 3. Component Parts of the Parties’ Agreement. For convenience, the parties agree to compile various separate documents related to this project and incorporate them into this Agreement. Regardless of whether or not they are attached, they are considered to be fully incorporated as a part of this Agreement. The component parts of this Agreement are: a. The terms of this Professional Services Agreement. b. The 2025 BID Operating Plan or current year BID Operating Plan for any extension of this Agreement. c. The terms and conditions are listed above in order of importance. If terms and conditions in various component parts are conflicting, then the terms and conditions in the component part first listed will control over the conflicting term and condition found in the later component part. This rule of interpretation may be modified by the parties in particular circumstances as described elsewhere in this Agreement or in a signed amendment. d. Any changes in terms and conditions during the term of the contract are not effective unless agreed to by both parties and incorporated into a written amendment or other document such as an agreed upon work plan. 4. Representation on DOI Board. DOI agrees that it shall include at least 2 representatives from the BID Board on its Board. 5. Contract Representatives. The parties assign the following persons as the primary contacts for their respective interests related to managing and carrying out the tasks of this Agreement as well as receiving notices hereunder. These persons may be changed upon written notice from the party making the change. a. For BID Board: Title, address b. For the DOI: Title, address 6. Scope of Services. DOI shall provide the services described in the component parts identified above. Any changes must be placed in writing and signed by both parties. Changes in scope may include a need to adjust the contract amount either up or down. a. Program & Event Management: Coordinate, promote, and manage BID events and programs as outlined in the BID Operating Plan, including beautification projects, grants, marketing initiatives, special events, and gift card programs. b. Business & Property Owner Support: Engage with property and business owners within the BID to support retention, recruitment, and expansion consistent with BID goals. c. Administrative & Financial Management: Maintain financial records, manage day-to-day operations, and prepare and submit quarterly and annual financial reports to the BID Board. d. Public Space Improvements: Oversee and coordinate maintenance, beautification, and other physical improvements funded through BID assessments. e. Marketing & Promotion: Develop and implement marketing, advertising, and promotional activities to attract visitors and customers to Downtown Oshkosh. f. Reporting & Compliance: Submit quarterly written reports on activities and financial status; attend BID Board meetings to provide updates, answer questions, and gather feedback. g. Insurance & Risk Management: Maintain appropriate insurance coverage, including general liability, and workers’ compensation as specified within this Agreement. h. Other Related Services: Perform any other activities necessary to carry out the BID Operating Plan, as directed by the BID Board and agreed to by DOI. 7. Records and Deliverables. DOI shall provide the BID Board with quarterly financial statements, an annual report detailing accomplishments and expenditures, and any additional reports or information reasonably requested by the BID Board as deliverables under this Agreement (“BID Deliverables”). a. BID Deliverables prepared under this Agreement shall become the property of the BID upon completion of the services and payment in full of all monies due to the DOI. b. Documents, including BID deliverables, created by DOI may subsequently be viewed by, or provided to, a third person as a public record not subject to redaction or withholding by applicable law. In such instances, neither party retains control over subsequent uses of these documents and therefore neither party shall consider the other responsible for such subsequent use. This clause applies only to BID Deliverables and does not extend to DOI’s non-BID related documents or activities. 8. Term and Termination a. Term. This Agreement shall commence upon May 30, 2025 through December 31, 2025, and shall automatically renew for successive one-year terms unless either party provides ninety (90) days written notice of its intent not to renew. b. Termination. i. For Cause. If either party shall fail to fulfill in timely and proper manner any of the material obligations under this Agreement, the other party may, at its discretion, terminate this Agreement by written notice ii. For Convenience. Either party may terminate this Agreement at any time by giving written notice to the other party no later than 90 calendar days before the termination date. In case of termination, DOI shall be entitled to compensation for work performed and allowed expenses incurred to the termination date. In case of termination, DOI shall provide a final financial report detailing expenditures, reimbursements, outstanding debts and any other financial information DOI may identify as necessary or may be requested by BID; and DOI shall within 15 business days of the termination date return to BID all monies advanced to DOI under the terms of this Agreement for operational expenses that have not been expended. 9. Time of Completion. DOI shall perform the services under this Agreement with reasonable diligence and expediency consistent with the Standard of Care. The BID Board agrees that DOI is not responsible for delays arising directly or indirectly from causes beyond DOI’s control. For the purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, public health emergencies, or failure of performance by the BID Board. If the delays resulting from any such causes increase the time required by DOI to perform its services in an orderly and efficient manner, DOI shall be entitled to an equitable adjustment in schedule and the contract amount if applicable. 10. Suspension, Delay, or Interruption of Services. BID Board may suspend, delay, or interrupt the Services of DOI for the convenience of BID Board. In such event, DOI's contract amount and schedule shall be equitably adjusted. 11. Assignment. Neither party to this Agreement shall transfer, sublet or assign any rights under or interest in this Agreement (including, but not limited to, monies that are due or monies that may be due) without the prior written consent of the other party. 12. Independent Status. DOI shall remain an independent nonprofit entity responsible for its own administration, personnel, and governance. Nothing in this Agreement shall be construed to create an employer-employee relationship, joint venture, or partnership between BID Board and DOI. 13. Cooperation in Litigation and Audits. DOI shall fully and completely cooperate with the City of Oshkosh, the BID Board, the City’s insurer, the City’s attorneys, the City’s Auditors or other representative of the City or BID Board (collectively, the “City” for purposes of this Article). a. Cooperation is expected in connection with any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding (collectively “Litigation”) or internal or governmental Audit, with respect to matters relating to this Agreement. b. Excluded from this duty of cooperation is a third party proceeding in which DOI is a named party and DOI and the City have not entered into a mutually acceptable joint defense agreement. c. Examples of expected cooperation may include, but shall not be limited to, responding to requests for documents and/or other records, and making DOI’s employees available to the City (or their respective insurers, attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of City to give testimony in accordance with a subpoena or other legal process; (iii) volunteering to the City all pertinent information related to any Litigation or Audit; and (iv) providing information and legal representations to auditors in a form and within a timeframe requested. d. BID Board shall reimburse DOI for reasonable direct expenses incurred in connection with providing documents and records required under this paragraph and may require, at the BID Board’s sole discretion, such expenses to be documented by receipts or other appropriate documentation. Reasonable direct expenses include costs, such as copying, postage and similar costs; but do not include wages, salaries, benefits and other employee compensation. DOI shall not be entitled to additional compensation for employee services provided under this paragraph. 14. Standard of Care. The standard of care applicable to DOI's Services will be the degree of skill and diligence normally employed by professional DOIs or providers performing the same or similar services at the time and locality said services are performed. 15. BID Board Responsibilities. The BID Board shall furnish, at the DOI’s request, such information as is needed by the DOI to aid in providing the services under this Agreement, providing it is reasonably obtainable from City or BID Board records. DOI may reasonably rely upon the accuracy, timeliness, and completeness of the information provided by BID Board. To prevent any unreasonable delay in the DOI’s provision of services, the BID Board will examine all reports and other documents and will make any authorizations necessary to proceed within a reasonable time period. 16. Funding and Payment. a. DOI shall establish a segregated BID operating account which shall only be used for purposes as established in the annual BID Operating Plan. DOI shall use these funds solely for BID-authorized purposes and in alignment with the approved Operating Plan. DOI shall provide quarterly and annual reports to BID detailing expenditures, revenues, and fund balances associated with this account. BID may request additional reports and documentation as it may deem necessary. Donations to DOI for BID activities and revenues from BID events that DOI is administering shall be deposited directly into this account. b. The City of Oshkosh currently holds certain funding for BID designated as Fund Balance and Miscellaneous Revenues. BID shall request the City to maintain $25,000.00 in the City Fund Balance account and to transfer the remaining Fund Balance and balance of Miscellaneous Revenue to DOI’s segregated BID operating account upon execution of this Agreement, to establish an appropriate operating balance for current and future BID activities. The parties acknowledge that while this Agreement reflects their shared intent to transfer such funds, the actual release and timing remains subject to any City of Oshkosh requirements, approvals, and processes. c. Pursuant to Resolution 24-400 and a Memorandum of Understanding dated ____________ the City allocated $150,000 in ARPA funds payable in three (3) installments of $50,000.00 each in 2024, 2025 and 2026. The funds were allocated for the purpose of forming a new non-profit entity (DOI) that will oversee the management of the BID Operating Plan & Budget and oversee the growth of downtown programming and activation; including, but not limited to, being used in support of a new position created to assist with the establishment of the non- profit and supporting downtown businesses. These funds are subject to and will be disbursed according to the terms of the ARPA funding regulations and the Memorandum of Understanding. d. The City of Oshkosh shall collect all BID assessments as provided in the approved BID Operating Plan with the annual tax payments (which may include installments as provided by City of Oshkosh Municipal Code). The City will maintain these funds, donations made to the City for the BID, and any investment earnings on these funds or the remaining fund balance within a designated account. e. The BID Board shall reimburse DOI for all actual and reasonable expenses incurred in providing services under this Agreement, up to the budgeted amounts outlined in the approved BID Operating Plan. f. DOI shall submit monthly invoices and documentation for ongoing BID-related operating expenses and new program costs. For contractor expenses or program- specific reimbursements, DOI shall provide a brief summary of the purpose or scope of work as needed. The BID Board shall review and approve invoices in a timely manner. If any statement amount is disputed, the BID Board may withhold payment of such disputed amount and shall provide to DOI a statement as to the reason(s) for withholding payment. Amounts invoiced and not disputed shall be submitted to the City of Oshkosh Finance department for payment according to the regular schedule agreed upon. g. The city shall disburse funds in a timely manner in accordance with standard city procedures. 17. Hold Harmless. It is the intention of the parties that each party shall be solely responsible for its own actions, inactions, and activities, including the actions and activities of its own officers, employees and agents while acting within the scope of their employment. a. DOI covenants and agrees to protect and hold the City of Oshkosh and BID Board of Oshkosh harmless against all actions, claims, and demands which may arise related to this Project. DOI’s obligations will be to the proportionate extent caused by or resulting from the intentional or negligent acts of DOI, its agents or assigns, its employees, or any sub-provider it has retained to assist with this issue. The relevant acts are those which are related to the performance of this Agreement or which are caused by or result from any violation of any law or administrative regulation. b. Subject to any and all immunities and limitations contained in Wisconsin Statutes, Sec. 893.80, and any applicable part of the Wisconsin Statutes, the City of Oshkosh and Oshkosh BID Board agree to hold DOI harmless from liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), to the proportionate extent caused by or result from the intentional or negligent acts of the BID Board, its agents or assigns, or its employees related to the performance of this Agreement or which may be caused or result from any violation of any law or administrative regulation, where such liability is founded upon or grows out of the acts or omission of any of the officers, employees or agents of the City of Oshkosh or Oshkosh BID Board while acting within the scope of their employment or authority. 18. Insurance. DOI agrees to procure and retain in good standing policies which in all respects comply with the attached City of Oshkosh Insurance Requirements for Professional Services. 19. Whole Agreement / Amendment. This document and any attachments identified or documents referenced contain all terms and conditions of the Agreement and any additions, subtractions, or alterations to the resulting Agreement shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. 20. No Third-Party Beneficiaries. This Agreement gives no rights, benefits, or obligations to anyone other than BID Board and DOI and therefore there are no third-party beneficiaries of this Agreement. 21. Non-Discrimination. DOI will not discriminate in its actions related to this Agreement on the basis of race, color, creed, age, and gender, or other protected classes as otherwise prohibited by law. A breach of this term may be regarded as a material breach of this Agreement. DOI agrees that all hiring or employment related to this Agreement will not involve any discrimination against any employee or applicant for employment related to race, color, religion, sex, sexual orientation, gender identity, national origin, or other protected class as otherwise prohibited by law. 22. Public Records and Open Meetings. The City of Oshkosh and Oshkosh BID Board are governmental entities that are required to comply with Wisconsin public records laws. While DOI is a private nonprofit organization not generally subject to these laws, DOI acknowledges, under Wisconsin law, records in its possession related to BID-funded activities may be considered public records if DOI is found to be acting as a quasi-governmental entity for those specific functions. Accordingly, DOI agrees to cooperate in good faith with the City and BID Board in responding to any public records requests specifically related to BID-funded activities performed under this Agreement. This cooperation does not constitute a waiver of DOI’s private nonprofit status or its broader records outside the scope of this Agreement. DOI agrees that all meetings related specifically to BID-funded activities will comply with applicable open meeting and public records laws. 23. Agreement Not to Be Construed Against Any Party. This Agreement is the product of negotiation between all parties and therefore no term, covenant or provision herein or the failure to include a term, covenant or provision shall be construed against any party hereto solely on the basis that one party or the other drafted this Agreement or any term, covenant or condition contained herein. 24. No Waiver. Failure of either party to insist upon the strict performance of terms and provisions of this Agreement, or any of them, shall not constitute or be construed as a waiver or relinquishment of that party’s right to thereafter enforce such term or provision, and that term of the provisions shall continue in full force and effect. 25. Severability. If any term, covenant, condition or provision of this Agreement shall be adjudged invalid or unenforceable by a court of competent jurisdiction, the remainder of this agreement shall not be affected thereby and the remainder of the agreement shall be valid and enforceable to the fullest extent permitted by law. 26. Choice of Law, Venue, and Dispute Resolution. The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement. Winnebago County shall be the venue for all disputes arising under this Agreement. The parties agree that it may be beneficial to undertake an initial mutually agreeable mediation to resolve a dispute. However, unless otherwise agreed to by the parties, all disputes shall be resolved by the judiciary. Under no circumstance shall any dispute be subject to arbitration. 27. Signatures. By placing their signatures below, each individual affirms that the entity they represent is authorized to enter into this Agreement, and further affirm that they are authorized by the entity they are representing to bind their respective parties to the terms and conditions of this Agreement. (Signature Page to Follow) Downtown Oshkosh, Inc. By: _____________________________ Name / title BID BOARD By: _______________________________ And: _______________________________