HomeMy WebLinkAboutFuse Corps-agreement recruits and places individuals with governmental entities for twelve months work-sessionsAgreement between the Gity of Fresno and
Fuse Corps, a Galifornia, Nonprofit Corporation
This Agreement ("Agreement") is made and entered into as of September 30,
2015 (the "Effective Date"), by and between Fuse Corps, a California nonprofit
corporation ("Fuse Corps") and the City of Fresno, California, a municipal corporation
(the "City").
WITNESSETH
WHEREAS, Fuse Corps is a fellowship organization that seeks to drive and
impact change through community-based initiatives by recruiting talent to engage their
communities in the public sector;
WHEREAS, Fuse Corps trains, recruits and places individuals (the "Fellows" and
each, a "Fellow") enrolled in the Fuse Corps Fellowship program (the "Program"), with
governmental entities for twelve month work-sessions, annually; and
WHEREAS, City desires to contract with Fuse Corps for the placement of a
Fellow; and
NOW, THEREFORE, in consideration of the promises and mutual terms,
covenants and conditions contained herein, the parties hereto hereby agree as follows:
1. Services Contractor Agrees to Perform. The Contractor agrees to
perform the services provided for in Exhibit A, attached hereto and incorporated by
reference as though fully set forth herein.
2. Term of Agreement. The Term of this Agreement shall commence as of
October 30, 2015 and expire on October 7, 2016, unless earlier terminated by the
parties.
3. Gompensation. Compensation shall be made as set forth in Exhibít A. ln
no event shall the amount of this Agreement exceed Fifty Thousand Dollars and no
cents ($50,000.00). City may withhold payment to Contractor in any instance in which
Contractor has failed or refused to satisfy any material obligation provided for under this
Agreement. ln no event shall City be liable for interest or late charges for any late
payments.
4. No Emplovment Relationship. Contractor or any agent or employee of
Contractor, including Fellows, shall be deemed at all times to be an independent
contractor and is wholly responsible for the manner in which it performs the services
and work requested by City under this Agreement. Contractor, its agents, and
employees will not represent or hold themselves out to be employees of the City at any
time. Contractor or any agent or employee of Contractor shall not have employee
status with City, nor be entitled to participate in any plans, arrangements, or
distributions by City pertaining to or in connection with any retirement, health or other
benefits that City may offer its employees. Contractor or any agent or employee of
Contractor is liable for the acts and omissions of itself, its employees and its agents.
Contractor shall be responsible for all obligations and payments, whether imposed by
federal, state or local law, including, but not limited to, FICA, income tax withholdings,
unemployment compensation, insurance, and other similar responsibilities related to
Contractor's performing services and work, or any agent or employee of Contractor
providing same. Nothing in this Agreement shall be construed as creating an
employment or agency relationship between City and Contractor or any agent or
employee of Contractor.
5. Ownership and License. Unless othenruise provided for herein, all Work
Products originated and prepared by Fuse Corps, its Fellow, or its subcontractors of any
tier under this Agreement shall be and remain the exclusive properly of the City for its
use in any manner it deems appropriate. Work Products are all works, tangible or not,
created under this Agreement including, without limitation, documents, material, data,
repofts, manuals, specifications, artwork, drawings, sketches, computer programs and
databases, schematics, photographs, video and audiovisual recordings, sound
recordings, marks, logos, graphic designs, notes, websites, domain names, inventions,
processes, formulas matters and combinations thereof, and all forms of intellectual
property. Fuse Corps hereby assigns, and agrees to assign, all goodwill, copyright,
trademark, patent, trade secret and all other intellectual property rights worldwide in any
Work Products originated and prepared by Fuse Corps under this Agreement. Fuse
Corps further agrees to execute any documents necessary for the City to perfect,
memorialize, ot record the City's ownership of rights provided herein.
Fuse Corps, its Fellows, and its subcontractors shall not provide or disclose any
Work Product to any third party without prior written consent of the City.
6. lnsurance. During the term of this Agreement, Fuse Corps shall provide
and maintain at its own expense a program of insurance having the coverages and
limits customarily carried and actually arranged by Fuse Corps, but not less than the
amounts and types listed on the Required lnsurance and Minimum Limits sheet (Form
General 146 in Exhibit t hereto), covering its operations hereunder. Such insurance
shall conform to City requirements established by Charter, ordinance or policy, shall
comply with the lnsurance Contractual Requirements (Form General 133 in Exhibit 2
hereto) and shall otherwise be in a form acceptable to the City. Fuse Corps shall comply
with all lnsurance Contractual Requirements shown on Exhibit t hereto. Exhibit 1 is
hereby incorporated by reference and made a part of this Agreement.
lf Contractor does not provide workers' compensation insurance for Fellow, City
shall provide such coverage for Fellow under City's workers' compensation policy.
7. Miscellaneous.
a) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective permitted successors and assigns.
Neither of the parties hereto shall assign its rights nor delegate its duties
hereunder without the prior written consent of the other party.
b) Unless otherwise indicated elsewhere in this Agreement, all written
communications sent by the parties may be by U.S. mail, e-mail or by fax, and
shall be addressed as follows:
To Citv:
City of Fresno
2600 Fresno Street
Fresno, California 93721
To Contractor:
James Weinberg
Chief Executive Officer
1202 Ralston Avenue, 1B
San Francisco, California 94129
c) No failure of any party to insist on strict compliance with any
provision of this Agreement shall be deemed a waiver of such provision. No
waiver by any party hereto of any breach or anticipated breach of any provision
hereof by any other party shall be deemed a waiver of any other
contemporaneous, preceding or succeeding breach or anticipated breach,
whether or not similar, on the part of the same or any other party.
d) This Agreement contains the sole and entire agreement among the
parties with respect to the matters covered hereby. This Agreement shall not be
altered or amended except by an instrument in writing signed by or on behalf of
the parties hereto.
e) Each party's performance hereunder shall comply with all
applicable laws of the United States of America, the State of California, and the
City, including but not limited to, laws regarding health and safety, labor and
employment, wage and hours and licensing laws which affect employees. This
Agreement shall be enforced and interpreted under the laws of the State of
California.
f) The City may terminate this Agreement for the City's convenience
at any tíme by giving Fuse Corps thirty days written notice thereof. The City shall
pay Fuse Corps its reasonable and allowable costs through the effective date of
termination. Thereafter, Fuse Corps shall have no further claims against the City
under this Agreement.
g) Except for excusable delays, if Fuse Corps fails to perform any of
the provisions of this Agreement or so fails to make progress as to endanger
timely performance of this Agreement, the City may give Fuse Corps written
notice of such default. lf Fuse Corps does not cure such default or provide a
plan to cure such default which is acceptable to the City within the time permitted
by the City, then the City may terminate this Agreement due to Fuse Corps'
breach of this Agreement.
All finished or unfinished documents and materials produced or procured
under this Agreement, including all intellectual property rights thereto, shall
become City property upon date of such termination. Fuse Corps agrees to
execute any documents necessary for the City to perfect, memorialize, ot record
the City's ownership of rights provided herein.
h) Fuse Corps shall maintain all records, including records of financial
transactions, pertaining to the performance of this Agreement, in their original
form, in accordance with requirements prescribed by the City. These records
shall be retained for a period of no less than three years following final payment
made by the City hereunder or the expiration date of this Agreement, whichever
occurs last. Said records shall be subject to examination and audit by authorized
City personnel or by the City's representative at any time during the term of this
Agreement or within the three years following final payment made by the City
hereunder or the expiration date of this Agreement, whichever occurs last. Fuse
Corps shall provide any reports requested by the City regarding performance of
this Agreement. Any subcontract entered into by Fuse Corps, to the extent
allowed hereunder, shall include a like provision for work to be performed under
this Agreement.
i) Th¡s Agreement may be executed in any number of counterparts,
each of which shall constitute an original, and all of which taken together shall
constitute one and the same instrument.
lN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the Effective Date.
FUSE CORPS CITY OF FRESNO
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City Attorney
Name: Bruce Rudd
Title: City Manager
ATTEST:
WONNE SPENCE, CMC
By 7// s
LAF:ns [69134ns/lafl
FUSE CORPS
James Weinberg
Supervising Deputy City Attorney
Exhibit A
Scope of Services
Mayor Swearengin will partner with FUSE Corps to host an executive level Fellow for one year who will
help to develop the investment partnerships needed to catalyze Fresno's economic development, spark
infill and revitalization and accelerate innovations across industries from water and food to energy and the
environment.
Starting in October 20'15, the FUSE Fellow within the Office of the Mayor of Fresno will begin his/her year
of service by working to quickly develop an understanding of the landscape, partners and initiatives
around economic development in Fresno. This will include meeting with all local and statewide
stakeholders to understand their perspectives, visions, capabilities and concerns. The Fellow will conduct
background research on various policies that impact financing opportunities, including new State laws
giving more flexibility to cities, as well as the best practices of similar public-private investment
partnerships. Dividing his/her time between Fresno and the Bay Area, with occasional trips to
Sacramento and other parts of the State, the Fellow will be asked to provide the City with an initial
assessment of opportunities and strategies, including a series of specific recommendations outlining how
the City can better leverage public and private financing options, convene stakeholders, and help position
new investments for success. Where appropriate, the Fellow may also be asked to provide State policy
and reform recommendations that might help accelerate investments in the community. The FUSE Fellow
will also be asked to help identify several specific investment opportunities that can be used as
demonstration projects. ln these efforts, the Fellow will help to coordinate public and private investment
partners to ensure that these projects build additional momentum for capital aggregation efforts around
Fresno. Success in this project will be evaluated in terms of the Fellow's ability to help the City of Fresno
effectively engage and coordinate investment partners needed to help unden¡vrite key economic
development projects and stimulate the growth of early-stage entrepreneurs and revitalization projects
throughout the region.
PROSPECTIVE RESPONSIBILITI ES
Conduct Research - Quickly get up to speed on key stakeholders, recent local investments,
newly proposed development opportunities, applicable regulations, similar public-private
partnerships and best practices developed by those pursuing related investments throughout the
State and nation.
Develop Partnerships - Work closely with current public and private investment partners to help
cultivate strong relationships. ldentify new investors who might be interested in joining the
coalition of partners. Help support the City's efforts to align these stakeholders and coordinate
their efforts in pursuit of shared goals.
Provide Recommendations - ldentify specific ways in which the City of Fresno can contribute to
advancing these investment opportunities, ranging from the pursuit of public and private financing
and policy reforms to convening events, rating opportunities, connecting partners or other
activities.
Advance Demonstration Projects - Help to identify several actionable investment opportunities
whose success will continue to build momentum behind investment partners. Collaborate closely
with all partners involved in these projects and provide any possible support to ensure the
attainment of project goals.
Gompensation
Payments amounting to $25,000 each willbe disbursed upon invoice to City by October 30, 2015 and by
January 30, 2016.