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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.