Sacramento City Council
June 11, 2024

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-00590 6/11/2024 Consent Item 1.

Agreement: Unseen Heroes for Creative Community Development dba CLTRE for Entrepreneurial Training, Development and Grantmaking Services - American Rescue Plan Act Framework and Funding Priorities (Creative Economy) (Two-Thirds Vote Required) File ID: 2024-00590
Location: Citywide
Recommendation: Pass a Motion suspending competitive bidding finding it is in the best interest of the city to enter into a sole source nonprofessional services agreement with Unseen Heroes for Creative Community Development dba CLTRE for entrepreneurial training, development and grantmaking services in an amount not to exceed $750,000 (Two-Thirds Vote Required).

Contact: Jason Jong, Cultural and Creative Economy Manager, (916) 808-5105, [email protected]; Mannylyn Timoteo, Administrative Analyst, (916) 808-3982, [email protected]; Megan Van Voorhis, Director of Convention & Cultural Services, (916) 808-5979, [email protected]; Convention & Cultural Services Presenter: None
Attachments:
1-Description/Analysis
2-ARPA Reinvestment Fund Programs
3-Sacramento Creative Business Innovation Challenge Impact Report 4-Sprout to Growth: Potential Pathways for Growing Sacramento’s Creative Economy 5-Agreement
Description/Analysis
Issue Detail: In May of 2022, the Sacramento Office of Arts and Culture issued a Request for Proposals (RFP) for creative economy technical assistance services (RFP No. P22171811001). The RFP requested proposals for planning and executing workshops for creative businesses/non-profits, including but not limited to startups and creative entrepreneurship. The Global Center for Cultural Entrepreneurship (Creative Startups) as the lead partner with Unseen Heroes for Creative Community Development (CLTRE) as the local partner submitted a proposal to carry out the Sacramento Creative Business Innovation Challenge. That proposal had a determined focus on helping develop BIPOC creative entrepreneurs in Sacramento’s creative economy and included 1) a

File ID: 2024-00590 6/11/2024 Consent Item 1.
six-week entrepreneurship program for creative businesses, 2) a series of workshops for Sacramento creatives not participating in the six-week program, and 3) a mentorship program as part of a trainthe-trainer strategy.

Creative Startups is a leading provider of entrepreneurship education programs, workshops and accelerators for creative entrepreneurs. Founded in 2008, Creative Startups launched the world’s first startup accelerator for creative founders in 2014. Today they operate a range of acceleration programs in the USA, Latin America, Asia and Europe. With a global network of mentors and creative sector investors, they have supported 721 companies from 23 nations.

Creative Startups has delivered 71 entrepreneurship education programs with implementation partners from diverse cultures and geographies. In 2017 they launched Educators Circle in response to the need they observed to build entrepreneurship support capacity within communities. Today they have graduated 27 Community Educators and 65 librarians who now use their programs in their communities. This highly accessible approach is one reason their alumni represent greater diversity than other global accelerators.

Their program effectiveness is demonstrated through the collective outcomes their alumni have achieved:
· $340 million in venture financing;
· Growth in revenue generated from $1.5 million to over $500 million; · 2230 new full-time jobs;
· 88% of alumni are women-led or people of color-led startups.

This significant track record and expertise, combined with their intentional partnership with a local organization - CLTRE - with extensive community relationships and its own track record of accelerating creative entrepreneurs, led the City to enter into Contract #2022-1101 for delivering professional development for creative entrepreneurs in Sacramento.

The goals of the Sacramento Creative Business Innovation Challenge were to boost entrepreneurs’:
· Mastery of business and entrepreneurship concepts;
· Self-confidence as an entrepreneurial leader; and
· Access to networks of entrepreneurial resources.

The six-week program included twice weekly course meetings, mentorship, and 1 on 1 guidance sessions with faculty. Workbook activities, online learning, video case studies, lively discussions, mentorship and applied learning were also key elements of the program. At the end of the program, the entrepreneurs participated in a pitch session to bring all their learnings together.

Over 50 creative entrepreneurs applied to be a part of the inaugural Sacramento Creative Business Innovation Challenge and 16 were ultimately selected. 84% of the participants in the program

File ID: 2024-00590 6/11/2024 Consent Item 1.
identified as BIPOC. 77% of entrepreneurs reported that participating in the program expanded their business networks while 70% reported having increased their belief that they had access to mentors who could help them build their business. 100% of participating entrepreneurs reported they are now confident or very confident they can grow their business. “The best part of this program is you leave knowing we are not alone on this journey and together we can go further. It meant a lot to build a network of BIPOC entrepreneurs in the creative field.” - Sacramento participant
At the request of the Sacramento Office of Arts and Culture, the partners were asked to put forth a proposal to continue and expand the program based upon the first-year findings - namely differentiating programming based upon entrepreneurial stage as part of the expansion as well as access to capital for graduating participants. The proposal includes the execution of two 6-week innovation challenges (serving 36 businesses) and two 12-week accelerators serving 24 businesses.

An integrated impact capital fund will support 35 businesses through mini-grants, small grants, and loans for alumni. The proposal also includes the development and implementation of a fundraising strategy in partnership with City leaders to raise additional dollars to support the work from alternative sources post-ARPA.

Policy Considerations: On October 24, 2023, Sacramento City Council adopted a resolution approving a revised approach for funding creative businesses through the American Rescue Plan Act (ARPA) Arts and Creative Economy Program. In particular, the revised framework called for investing in creative business accelerators and supports, building off the previous investments of the Office of Arts and Culture in pre-accelerator programs for creative businesses with a focus on creative entrepreneurs from marginalized communities. It would support additional pre-accelerator and accelerator programs focused on specific industries identified in Sprout to Growth: Potential Pathways for Growing Sacramento’s Creative Economy. It would also provide financial support and mentorship to program graduates. The recommendation is also consistent with Goals 2 and 3 of the Creative Edge Cultural Plan, with specific attention to ensuring equity in capacity building programs and developing and supporting strategic opportunities to grow Sacramento’s creative sector.

Pursuant to Sacramento City Code section 3.56.230, competitive bidding is not required, when upon a two-thirds vote by City Council, it is determined that it is in the best interests of the city to suspend competitive bidding.

Economic Impacts: By 2030, G20 Insights predicts the creative economy could account for 10% of global GDP. Deloitte believes the world will see up to 40% growth in creative sectors by 2030. The economic potential arising out of a favorable climate for creative industries is significant. This contract will result in 60 creative businesses accelerated and 35 businesses capitalized and aims to leverage the city’s investment at a rate of 2 to 1.

Environmental Considerations: The recommendation in this report is not a project under the

File ID: 2024-00590 6/11/2024 Consent Item 1.

California Environmental Quality Act (CEQA) because it involves government organizational activities that do not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Section 15378(b)(5) of the CEQA Guidelines (Cal. Code Regs., tit. 14, §15000 et seq.), and is, therefore, not subject to CEQA pursuant to Section 15060(c)(3) of the CEQA Guidelines.

Sustainability: Not applicable.

Commission/Committee Action: The Sacramento Arts, Culture and Creative Economy Commission received a report on the first Sacramento Creative Business Innovation Challenge at their October 23, 2023 meeting. They passed a motion recommending approval of the proposal to proceed with a two-year program of activities.

Rationale for Recommendation: The extensive and specialized expertise in accelerating entrepreneurs in the creative economy, the global network of creative entrepreneurs, the values aligned and tested approach of centering marginalized communities in the work, and the interest in building the capacity of local partners to leverage Creative Startups expertise and capabilities makes this partnership unique. CLTRE is the only local organization that has been trained on, and delivered, Creative Startups’ curriculum in Sacramento. To keep these dollars local, this contract will therefore transition the local partner CLTRE into the lead role, after having built up their capacity and technical expertise to deliver the curriculum. CLTRE has established an extensive network of BIPOC creative entrepreneurs and experience accelerating creative entrepreneurs previously through its markets and more recently through CLTRE Club. CLTRE also has experience administering funding through its CLTRE Keeper program, which provides grants for first-time home buyers.

The Sacramento Office of Arts and Culture is keen to build off past work as it aims to continue to advance the goals of the Creative Edge Cultural Plan and advance creative economy recovery and growth. This program has been successful at targeting BIPOC (Black, Indigenous, and People of Color) entrepreneurs and engaging BIPOC mentors and connecting those individuals to best in class education and local and worldwide connections. The train-the-trainer strategy has been helpful in building the capacity of local creatives to expand the reach of the work. This program has a built-in race and gender equity lens, consistent with Council’s request for the use of ARPA dollars. Finally, establishing a longer track record of this program will position the City and partners to secure additional dollars for this work post-ARPA.

Financial Considerations: On March 1, 2022, City Council approved the transfer of $10 million from the available fund balance of the ARPA Reinvestment Fund (Fund 1003) to the Arts and Creative Economy Program (I17609000). Sufficient funding is available in the Arts and Creative Economy Program (I17609000) to execute the agreement with Unseen Heroes for Creative Community Development dba CLTRE for a not to exceed amount of $750,000.

File ID: 2024-00590 6/11/2024 Consent Item 1.

Local Business Enterprise (LBE): Not applicable.

Attachment 2
ARPA Reinvestment Fund (Fund 1003) $113,782,879
Program Description Approved
Expenditure Category
Aggie Square Job Center 1,000,000 3
Al Fresco Dining Program Development 189,139 1
Animal Services for the Homeless (ASHR) Response Team 529,520 2 ARPA Grant Liaison Consulting Services 1,037,695 5
Arts and Cultural Nonprofits Grant Matching Funds 2,000,000 4 Arts Journalism Grant Program 250,000 4
Business Compliance Unit (BCU) Night Team 1,473,669 5
Center for Workers' Rights 550,000 3
Childcare Services 1,500,000 3
Children and Youth Services Program 720,000 3
Citywide Equity Study 250,000 1
Code Enforcement 205,683 2
Community Response Staffing Expansion 201,340 2
Comprehensive Siting Plan - Location Buildout 1,568,236 2 Comprehensive Siting Plan - Meadowview Acres Tree Removal 224,999 5 Comprehensive Siting Plan - Property Acquisition 12,312,624 2 Continuation of Existing Homelessness Programming 6,735,807 2 COPS Hiring Program Grant Matching Funds 4,044,804 5
COVID-19 Homeless Response Program 2,900,000 2
Creative Businesses 1,750,000 4
Creative Economy Focused Youth Workforce Development 1,500,000 4 Cultural Arts Awards 250,000 4
Digital Equity Response Program 250,000 3
Direct Investment Program 750,000 3
Downtown Core and Old Sacramento Revitalization 3,455,403 1 Food Justice Task Force 1,000,000 3
Forensiclean Extended Services 1,000,000 2
Forgivable Loan Program 125,000 1
FY2022/23 Affordable Housing Project 11,210,003 2
Gang Prevention and Intervention 1,500,000 3
Grants Management Technology System 180,000 5
Grove Emergency Bridge Housing 92,500 2
Illegal Dumping Support 131,997 2
Individual Artists and Creatives 2,750,000 4
K Street Lighting 332,755 1
Labor Negotiations 9,893,510 5
Lighting and Safety Enhancement 870,144 1
Local Food Bank Provider Support 500,000 3
Old Sacramento Boardwalk Repairs 600,000 1
American Rescue Plan Act (ARPA) Reinvestment Fund Programs (reflects Council actions through 5/28/2024)
Attachment 2
Program Description Approved
Expenditure Category
Northgate Boulevard Economic Recovery Plan 3,000,000 1
Northgate Boulevard Fence Repair Project 2,000,000 1
North Market Public Lighting 74,453 1
North Sacramento Code Enforcement and Outreach 450,000 1 North Sacramento Economic Recovery Plan 4,875,000 1
Public Records Staffing 3,319,727 5
Public Works Support of Homelessness Programming 572,000 2 Respite Centers Program 2,240,290 2
Sacramento Inclusive Economic Development Collaborative 3,500,000 1 Sacramento Native American Health Center 100,000 1
Small Business Priorities 7,678,106 1
Substance Use Respite and Engagement Program 1,300,000 2 Tourism Recovery through Iconic Event Production 1,500,000 4 Towing Administration Fee Reform 200,000 1
Vaccine Outreach and Education 1,000,000 1
Workforce Training Programs 2,750,000 3
Youth Pop-Up Program 1,300,000 3
Youth-Serving Organizational Resiliency Fund Grant Program 480,000 3 $112,174,404
ARPA Balance $1,608,475
Allocation of ARPA by Mayor/Council Priorities Category Funding Small Business and Commercial Corridor Revitalization 1 28,700,000 Homeless and Housing Commitment 2 41,000,000
Youth, Workforce Training, and Gang Prevention 3 12,300,000 Arts, Creative Economy, and Tourism 4 10,000,000
Citywide Organizational Needs 5 20,174,404
Total 112,174,404 $
IMP A CT R E P O R T J U LY 2023

INNOVATION CHALLENGE
This work would not be possible
without the generous support of the
City of Sacramento's
Division of Arts + Culture!
Thank you!
1 Host a train-the-trainer (Educator) program with invited organizations Engage 6 - 8 mentors who are successful entrepreneur in the region Deliver a highly effective 6-week program for 15+ creative companies Create a dynamic and engaged community of creative entrepreneurs.

Creative Startups was founded in 2007 with a mission to accelerate the success of creative entrepreneurs and support the growth of a more inclusive and dynamic creative economy. Since 2014, we have delivered over 60 creative entrepreneurship programs and accelerated the success of 650+ businesses in 22 nations.

Our work is most effective when delivered in partnership with locally-based organizations whose long-standing roots in the community ensure we reach entrepreneurial talent that has been left on the sidelines. In Sacramento, we are fortunate to partner with Unseen Heroes and CLTRE Club. Together with funding support from the City of Sacramento, we launched Sacramento's first entrepreneurship accelerator program dedicated to creative entrepreneurs.

The purpose of our work with CLTRE Club and the program is to strengthen the regional entrepreneurship ecosystem and engage a diversity of entrepreneurs. Our long-term goals include accelerating the success of 150 creative entrepreneurs and artists in the Sacramento community over the next 5 years.

Our short term goals with this pilot program have included:

This report details our outcomes and impact.

Watch what the
entrepreneurs
have to say!
2 Fashion Tech
Luxury Goods
Crafts & Fine Art
Art, Design
& Fashion
Food, Tech, Cuisine
Restaurants
Gastronomy
Delivery/Cloud
CPG

AR / VR / XR
Film
AI & Software
Museum Tech
Immersive
Media & Tech
3 The 6-week Innovation Challenge is a rigorous program designed to boost entrepreneurs'
(1) mastery of business and entrepreneurship concepts,
(2) self-confidence as an entrepreneurial leader, and
(3) access to networks of entrepreneurial resources.

The 6-week Innovation Challenge includes twice weekly
course meetings, mentorship, and 1 on 1 guidance sessions with faculty.

The six program modules included in the Sacramento
program include (1) Understanding Your Marketspace, (2) Customer Discovery, (3) Prototyping and Product
Development, (4) Delighting Customers, (5) Sales, and (6) Business Model Innovation.

Each week we cover the above six topics through workbook activities, online learning, video case studies, lively discussions, mentorship, and most importantly, and applied learning.
2 INNOVATION CHALLENGE
2 9.77 84
BIPOC
Entrepreneurs completed
the program
NET

PROMOTER
SCORE
10 / 10 Sac alumni would
recommend the program to friends
I've learned how
to determine our
worth and now
know where I am
currently at - so I
can elevate to the
next level of
success.
85% INCREASED FAMILIARITY
with the process of
building a cash flow
projection.

OF ENTREPRENEURS
I have gained
confidence, and
I'm how ready to
fight for my
business! I also
gained a new
family!
92% INCREASED FAMILIARITY
with the concept of
innovating within their
market space or industry.

OF ENTREPRENEURS
%
2 The whole program was
much needed and
helped clarify a lot of my
own understanding of
starting a business, the
actual ins and outs of
running a business.
85% INCREASED CONFIDENCE
in their ability to build a
profitable business
model.

OF ENTREPRENEURS

OF ENTREPRENEURS ARE NOW

CONFIDENT OR VERY CONFIDENT
THEY CAN GROW THEIR BUSINESS.
77% EXPANDED THEIR
business networks while
70% increased their belief
that they had access to
mentors who could help
them build their business..

OF ENTREPRENEURS
The best part of this
program is you leave
knowing we are not
alone on this journey
and together we can go
further. It meant a lot to
build a network of
BIPOC entrepreneurs in
the creative field.
100%
3 This course helped
me focus on the
customer's pain and
crafting my services
with that in mind.
77% INCREASED FAMILIARITY
In their ability to create a
successful minimum
viable product.

OF ENTREPRENEURS
It helped me in
distinguishing who is
my customers and
who are my end
users.
87% INCREASED FAMILIARITY
with the concept of
lifetime value of
customer.

OF ENTREPRENEURS
million
I now really
understand the sales
funnel and projecting
out my sales - so I
can focus on my
customer.
92% INCREASED FAMILIARITY
with the concept of
building a sales funnel.

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ENTREPRENEURS' GAINS IN

CONFIDENCE, SKILLS, KNOWLEDGE

PRIOR TO

PROGRAM
AFTER

PROGRAM
54% 85%
6 Raashan Ahmad
Creative Startups Faculty
Creative Startups consistently and enthusiastically partners with community-based arts and culture organizations, economic development agencies, and regional creative enterprises to amplify our reach and expand accessibility to entrepreneurs.

This project owes much of its success to the leadership of Roshaun Davis and the dedicated team at Unseen Heroes and CLTRE Club.

The deep and broad roots Unseen Heroes has nurtured over the course of a decade enabled our partnership to reach
entrepreneurs commonly overlooked in economic development endeavors.

Raashan Ahmad is a successful creative entrepreneur and has mentored dozens of creatives in building thriving businesses. He leads Vital Spaces, a Santa Fe-based arts organization whose mission is to sustain and enhance Santa Fe's cultural vibrancy.

Roshaun Davis
Founder,

CLTRE CLUB
7 Topstitch Production, a fashion and textile production house based in Sacramento, and was born out of the founders'
desire to pay it forward. And, pay it forward they did! Samuel Rose
Topstitch Production
Topstitch founders Samuel and Mallory
generously shared their production floor as
a community classroom, providing us a
creative environment and comfortable
facility for our classes.

Artist &
Fashion Designer

KEIA KODAMA
7 The Film
Squad

KEETHAN

JOHNSON
CEO,
Pan United Youth
Movement

SHAWN THWAITES
8 Executive Director
4YourEpiphany

CHRIS ROBINSON
Consultant

JEFF FONG
Financial Advisor
Primerica
NIÑO JAY BUSTOS
CONTACT:

Alice Loy, CEO
[email protected]
505-263-5180
The success of creative entrepreneurs is led by the entrepreneurs.

And, the support of funders who believe in their potential - despite the daunting odds and immeasurable challenges they face - make our programs possible.

Your support has brought this program to a wide diversity of entrepreneurs across our city and made an indelible impact on the community and our shared future.

We are grateful for your support, and your commitment to Sacramento.

Sincerely,

CONTRACT

ROUTING SHEET
Contract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.

General Information (Required)
Original Contract # (supplements only): ________ Supplement/Addendum #: ___________________ Assessor’s Parcel Number(s): ________________________________________________________________ Contract Effective Date: _________ Contract Expiration Date (if applicable): _________ $ Amount (Not to Exceed): ______________________ Adjusted $ Amount (+/-): _____________________ Other Party: ______________________________________________________________________________ Project Title: _____________________________________________________________________________ Project #: ____________________________________ Bid/RFQ/RFP #: ___________________________ City Council Approval: if YES, Council File ID#: __________ Contract Processing Contacts
Department: ______________________________
Contract Coordinator: _______________________
Project Manager: ___________________________
______ Department Review and Routing
(Signature) (Date)
(Signature) (Date)
(Signature) (Date)
(Signature) (Date)
Special Instruction/Comments (i.e. recording requested, other agency signatures required, etc.) _______________________________________________________________________________________ ------------------FOR CLERK & IT DEPARTMENTS ONLY – DO NOT WRITE BELOW THIS LINE------------------ 06/30/2026
$ 750,000.00
Unseen Heroes for Creative Community Development dba CLTRE Creative Entrepreneurs Program
I17609004
2024-00590
Jason Jong
Mannylyn Timoteo [email protected]
YES
Convention & Cultural Services
Form Approved by City Attorney 9-1-2020 Page 1
CONTRACT #:

CONTRACT NAME: Creative Entrepreneurs Program
CONTRACT PROJECT #: I17609004
DEPARTMENT: Convention and Cultural Services
DIVISION: Office of Arts and Culture

CITY OF SACRAMENTO

NONPROFESSIONAL SERVICES AGREEMENT
THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and
Unseen Heroes for Creative Community Development dba CLTRE 3433 Broadway, Sacramento, CA 95817
(916) 837-6936 / [email protected]
(“Contractor”), as of the Effective Date, as defined below.

The City and Contractor agree as follows:

1. Effective Date. This Contract shall be effective beginning July 1, 2024.

2. Contract Documents. This Contract includes each of the following documents, which are attached or incorporated by this reference (referred to collectively as the “Contract Documents”):

Invitation to Bid, Request for Qualifications, or Request for Proposals, and any Addenda Exhibit A – Scope of Work
Exhibit B – Payment
Exhibit C – Insurance
Exhibit D – General Conditions
Purchase Orders
If there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.

3. Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to City the non-professional services described in Exhibit A (“Services”).

Contractor will not be compensated for non-professional services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services: (a) Contractor notifies City and City agrees that the Additional Services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these Additional Services; and (c) City, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor.

Form Approved by City Attorney 9-1-2020 Page 2
City will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable.

4. Payment. City shall pay Contractor at the times and in the manner set forth in Exhibit B.

Contractor shall submit all invoices to City in the manner specified in Exhibit B.

5. Facilities and Equipment. Except as set forth below, Contractor shall, at its sole cost and expense, furnish all facilities and equipment required for Contractor to perform this Contract. City shall furnish to Contractor only the facilities and equipment listed below, if any.

6. Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C.

7. General Conditions. Contractor shall comply with the terms and conditions set forth in the attached Exhibit D.

8. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (Equal Benefits Ordinance),” can be viewed at:
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance.

Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

9. Living Wage. This Contract may be subject to Sacramento City Code chapter 3.58, Living Wage.

A summary of the requirements, entitled "Living Wage Requirements", can be viewed at:
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

The Living Wage Ordinance is applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period.

Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.58. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance.

Form Approved by City Attorney 9-1-2020 Page 3
Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.58 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.58.

Contractor's violation of Sacramento City Code chapter 3.58 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

In addition, for Services that constitute "Public Works" under California Labor Code Section 1720 et seq., if both prevailing wage and living wage requirements apply, Contractor shall pay the higher of the two rates.

10. Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process. A summary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at:
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period.

Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62.

Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

11. Local Business Enterprise Program. The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") are applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at:
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60.

Form Approved by City Attorney 9-1-2020 Page 4
Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

12. Authority. The person signing this Contract for Contractor represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the Contractor and to bind the Contractor to the performance of the Contract’s obligations.
[Signatures Page Following Exhibits]
Form Approved by City Attorney 02-14-2017 Page 8

CONTRACTOR
___________________________________ NAME OF FIRM
___________________________________
Federal I.D. No. ___________________________________
State I.D. No. ___________________________________ City Business Op. Tax Cert. No.

APPROVED AS TO FORM: TYPE OF BUSINESS ENTITY (check one):
_____ Individual/Sole Proprietor
_____________________________________ _____ Corp. (may require 2 signatures) Senior Deputy City Attorney _____ Limited Liability Company _____ Partnership
_____ Other (specify ________________)
ATTEST: ____________________________________ __________________________________ Assistant City Clerk Signature of Authorized Person __________________________________ Print Name and Title __________________________________ Additional Signature (if required) __________________________________ Print Name and Title Executed as of the date first above stated.

CITY OF SACRAMENTO
A Municipal Corporation
By:___________________________________
Form Approved by City Attorney 9-1-2020 Exhibit A – Page 1

EXHIBIT A

SCOPE OF WORK

1. Representatives.

The CITY Representative for this Agreement is:

Jason Jong, Cultural and Creative Economy Manager
Office of Art and Culture
915 I Street, 3rd Floor, Sacramento, CA 95814
(916) 639-9424, [email protected]
The CONTRACTOR Representative for this Agreement is:

Roshaun Davis, Executive Director
Unseen Heroes for Creative Community Development DBA CLTRE 3433 Broadway, Sacramento, CA 95817
(916) 837-6936, [email protected]
Unless otherwise provided in this Contract, all Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative.

2. Scope of Services. Contractor shall provide Services to City as set forth below:
2024-26 Creative Entrepreneurs Program
Deliver Two 6-Week Innovation Challenges Serving 36 Businesses The 6-week Innovation Challenge (IC) is ideal for creative entrepreneurs in the early stages of launching a venture, ready to frame out a business model while learning concepts and tools essential to business success. A rigorous cohort-based program, IC includes twice weekly course meetings, peer to peer learning, mentorship, and 1 on 1 guidance sessions with faculty. Participants gain:
(1) mastery of business and entrepreneurship concepts,
(2) self-confidence as an entrepreneurial leader, and
(3) access to networks of entrepreneurial resources.

The six modules included in the Sacramento program include (1) Understanding Your Marketspace, (2) Customer Discovery, (3) Prototyping and Product Development, (4) Delighting Customers, (5) Sales, and (6) Business Model Innovation. Each week we cover the above six topics through workbook activities, online learning, video case studies, lively discussions, mentorship, and most importantly, applied learning.

Deliver Two 12-Week Accelerators Serving 24 Businesses
Form Approved by City Attorney 9-1-2020 Exhibit A – Page 2 We propose delivering two accelerators, serving a total of 20-24 companies. Accelerators are 12-week programs designed for creative entrepreneurs ready to raise funding and scale up their ventures. The program includes twice weekly course meetings with faculty, mentoring from national leaders in creative entrepreneurship, and introductions to investors and impact funders.

Participating teams test and solidify scalable business models, create fundraising strategies, and work toward strategic partnerships and entry in new markets. The 12 Creative Startups modules include topics such as Customer Discovery, Sales Funnel Scale up, Legal for Startups, Capital for Creatives, and more.

Integrated Impact Capital Fund Serving 35 Businesses
We propose piloting a small integrated capital fund to be used to further the success of companies completing our Sacramento Innovation Challenge and Accelerator programs.

The goals of the pilot include:

SPECIFICALLY, we anticipate making 25 mini ($3,500-$5,000) and small grants ($7,500- $10,000) to early revenue generating businesses. These grants will be provided to entrepreneurs who successfully complete an Innovation Challenge or Accelerator program, present a well-considered use of funds to solve early stage challenges such as attorney fees, insurance policies, or purchase of accounting software.

All grants will be managed as contracts, with 50% payment made up front and 50% payment made to recipient upon completion of agreed upon goals (such as completing legal formation, purchasing insurance policy, or similar deliverables).

In addition to supporting very early stage businesses, we propose forming a small evergreen fund to invest in Accelerator graduates demonstrating high likelihood of success in scaling.

These investments may be loans or shared revenue agreements and will be approximately $10,000-$25,000 each. All loan funds shall be used only for business purposes.

Importantly, the above sources of capital will be accompanied by continued mentoring and support from the partners and our network of mentors.

Attract Additional Capital
Our team will collaboratively build and implement a fundraising plan in partnership with City leaders to engage regional and national funders in private philanthropy, city, state, and national funding agencies.

Fundraising Plan:
o Collaboratively build a detailed fundraising plan with input from the City. o Outline strategies for engaging regional and national funders in private philanthropy, as well as city, state, and national funding agencies. 2-to-1 Dollar Matching Campaign:
o Develop and implement a dollar matching campaign to attract additional funding at a 2-to-1 ratio.

Form Approved by City Attorney 9-1-2020 Exhibit A – Page 3 o Create compelling messaging and materials to communicate the impact of contributions.

Engagement with Stakeholders:
o Establish relationships with key stakeholders, including regional and national funders, to garner support for the project.

Proposal Writing and Submission:
o Prepare and submit grant proposals to potential funding sources. o Tailor proposals to the specific interests and criteria of each funding agency.

Progress Evaluation:
o Regularly assess the effectiveness of fundraising efforts. o Adjust strategies based on feedback and evolving project needs.

3. Program Participant Eligibility. Eligibility for participation in the Innovation Challenges, Accelerators and Integrated Impact Capital Fund shall be limited to individuals and business owners residing or operating within the City of Sacramento. Participants must also be focusing their creative enterprise in areas aligned with the entrepreneurial profiles outlined in Sprout to Growth: Potential Pathways for Growing Sacramento’s Creative Economy or digital film and media, public and civic infrastructure, creative events and festivals, design and fashion.

4. Reporting and Monitoring. Unseen Heroes for Creative Community Development dba CLTRE will meet monthly with identified City of Sacramento staff to discuss progress and activities associated with the scope of work. A mid-term report and final report delineating activities and impact will be submitted in accordance with the timeline set forth in this contract. City of Sacramento staff will be consulted on program participant selection and selection of grant and loan recipients prior to finalizing selections.

5. Time of Performance. The Services described in this Contract shall be provided for two years (twenty-four months). Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A. Contractor shall immediately notify the City if Contractor is unable to perform Services in compliance with this Contract.

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 1

EXHIBIT B

PAYMENT

1. Contractor’s Compensation. The total of all fees paid to the Contractor for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $ 750,000. The payments specified in this Exhibit B shall be the only payments made to Contractor unless the City approves a Supplemental Contract.

2. Pricing. Contractor shall be paid as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls.

3. Contractor’s Reimbursable Expenses. “Reimbursable Expenses” are limited to actual expenditures of Contractor for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the City.

4. Miscellaneous Charges. No additional charges will be allowed unless specified in the Contract, including charges for transportation, fuel, containers, packing, or disposal.

5. Payments to Contractor. Contractor is responsible for supplying all documentation necessary to verify invoices to the City’s satisfaction.

A. Payment terms are NET 30 days, unless the Contractor offers a prompt payment discount that was accepted by the City or as otherwise stated in this Contract. Any prompt payment discounts will be computed from the date of acceptance by the City, or from the date an invoice is received, whichever occurs later.

B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to:
[email protected]
(2) Postal Mail. If emailing is not an option, mail to:

A/P Processing Center
City of Sacramento
915 I Street, Floor 4
Sacramento, CA 95814-2608
C. All invoices submitted by CONTRACTOR must contain the following information:
(1) Job/Project Name
(2) CITY’s current Purchase Order Number
(3) Contractor’s Invoice Number
(4) Date of Invoice Issuance
(5) Work Order Number (if applicable)
(6) CITY representative identified on the Purchase Order (7) Contractor’s remit address
Form Approved by City Attorney 9-1-2020 Exhibit B - Page 2 (8) Itemized description of items billed under Invoice
(9) Itemized description of all authorized Reimbursable Expenses (10) Itemized description of all applicable taxes (sales, use, excise, etc.) (11) Amount of Invoice (itemize all authorized Reimbursable Expenses) (12) Total Billed to Date under Contract (if applicable) D. Items must be separated into Goods, Services, and Reimbursable Expenses. All applicable sales, use, excise, or similar taxes, including federal excise tax, must be itemized separately on the invoice. Invoices that do not conform to the format outlined above will be returned to Contractor for correction. City is not responsible for delays in payment to Contractor resulting from Contractor’s failure to comply with the invoice format described above.

E. For Goods only, a bill of lading number and weight of shipment will be shown for shipments on the Government Bill of Lading.

F. Unless otherwise specified in this Contract, partial payments will not be made by the City and payment will not be due until the completion of the Goods order. No payment precludes the City’s right to inspect. Requests for payment status should be addressed to the City Representative for this Contract.

6. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the City in accordance with the City’s contract amendment procedures. The City reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services.

7. Accounting Records of Contractor. During performance of this Contract and for a period of three years after completion of performance, Contractor shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of Contractor’s costs for performance under this Contract and records of Contractor’s Reimbursable Expenses. Contractor shall keep and make records available for inspection and audit by representatives of the City upon reasonable written notice.

8. Tax Payments. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide CITY with proof of the payment upon request. Contractor hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of Contractor’s breach of this section.

9. Public Works Requirements. [To be completed by the City Representative:] The services provided under this Contract include [check one if applicable]:

Construction work in an amount exceeding $25,000;
Form Approved by City Attorney 9-1-2020 Exhibit B - Page 3 Land Surveying, material testing, or inspection services provided for a City construction project during the design, pre-construction, construction, or post-construction phases of the project; or
Alteration, demolition, repair, or maintenance work in an amount exceeding $15,000.

If any of the lines is checked above, this Contract includes “Public Work” under the California Labor Code and is subject to the following requirements:

A. Payment of Prevailing Wages: Contractor and any subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code section 3.60.180 and applicable provisions of the California Labor Code, which require, among other things, that Contractor and all subcontractors pay not less than the prevailing rate of wages, as determined by the Director of the California Department of Industrial Relations (“DIR”) in accordance with California Labor Code section 1773. Contractor and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the Contractor and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner. Contractor shall include these requirements in every subcontract.

This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code section 1771.4. The Contractor and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3.60.180. Questions regarding the City’s Labor Compliance Program should be directed to the City Representative.

B. DIR Registration: California Labor Code Section 1725.5 requires the Contractor and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with California Labor Code Section 1725.5.

Further information can be found on DIR’s website at http://www.dir.ca.gov/PublicWorks/Contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the Contractor’s and subcontractors’ obligation to comply in all respects with all other applicable laws and regulations. The Contractor shall disseminate these provisions to all subcontractors.

Before the performance of work by Contractor or any subcontractor(s) under this Contract, Contractor shall furnish Contractor’s and any subcontractors’ current DIR registration number(s). The Contractor’s current DIR registration number and the Form Approved by City Attorney 9-1-2020 Exhibit B - Page 4 current DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein.

C. Workers’ Compensation Certification. In accordance with California Labor Code Section 1861, by signing this Contract, Contractor acknowledges and represents that Contractor is aware of the provisions of section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that Contractor will comply with the provisions of the Labor Code before commencing performance under this Contract.

D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. The Contractor and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7.

E. Working Hours. If this Contract is for the performance of any Public Work, Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work.

F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving Contractor or its subcontractors of any obligations under this Contract.

G. Subcontractors. The Contractor shall include these provisions A through F in every subcontract or sub-agreement for any subcontractors performing work under this Contract.

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 1

EXHIBIT C

INSURANCE

1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintain the insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Contractor is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Contractor's insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City.

Contractor's liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Contractor in connection with this Contract.

2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Contractor and subcontractors, products and completed operations of Contractor and subcontractors, and premises owned, leased, or used by Contractor and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy.

The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of Contractor and subcontractors; products and completed operations of Contractor and subcontractors; and premises owned, leased, or used by Contractor and subcontractors.

3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)
Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor.

The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability. _X_ No automobile liability insurance is required, and by signing this Contract, Contractor certifies as follows:
“Contractor certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, Contractor does transport items under this Contract, or this Contract is amended to require any employees of Contractor to use a Form Approved by City Attorney 9-1-2020 Exhibit C - Page 2 vehicle to perform services under the Contract, Contractor understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, nonowned and/or hired autos as appropriate to the operations of the Contractor.”

4. Excess Insurance. The minimum limits of insurance required above may be satisfied by a combination of primary and umbrella or excess insurance coverage, provided that any umbrella or excess insurance contains, or is endorsed to contain, a provision that it will apply on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by City, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverage and will not contribute to it.

5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)
Workers’ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City.
_X_ No work or services will be performed on or at CITY facilities or CITY Property, therefore a Workers’ Compensation waiver of subrogation in favor of the CITY is not required.

No Workers’ Compensation insurance is required, and by signing this Contract, Contractor certifies as follows:
“Contractor certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, Contractor hires any employee during the term of this Contract, Contractor understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogation in favor of the City.”

6. Other Insurance Provisions. The policies must contain, or be endorsed to contain, the following provisions:

A. Contractor's insurance coverage, including excess insurance, shall be primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers will be in excess of Contractor's insurance and will not contribute with it.

B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees or volunteers.

C. Coverage shall state that Contractor's insurance applies separately to each insured Form Approved by City Attorney 9-1-2020 Exhibit C - Page 3 against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

D. Contractor shall provide the City with 30 days written notice of cancellation or material change in the policy language or terms.

7. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Exhibit C must be declared to and approved by the City in writing before execution of this Contract.

8. Verification of Coverage.

A. Contractor shall furnish City with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier. Copies of policies shall be delivered to the City Representative on demand.

B. Contractor shall send all insurance certificates and endorsements, including policy renewals, during the term of this Contract directly to:

City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564
C. Certificate Holder must be listed as:

City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564
D. The City may withdraw its offer of Contract or cancel this Contract if the certificates of insurance and endorsements required have not been provided before execution of this Contract. The City may withhold payments to Contractor and/or cancel the Contract if the insurance is canceled or Contractor otherwise ceases to be insured as required herein.

9. Subcontractor Insurance Coverage. Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 1

EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor. A. It is understood and agreed that Contractor (including Contractor’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’s assigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Contract, and Contractor will be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of Contractor’s employees or by any third party, including any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract.

B. It is further understood and agreed by the parties that Contractor, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by Contractor for accomplishing the results. To the extent that Contractor obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the Contractor’s sole discretion based on the Contractor’s determination that the use will promote Contractor’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract, the CITY does not require that Contractor use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing.

C. If, in the performance of this Contract, any third persons are employed by Contractor, such persons will be entirely and exclusively under the direction, supervision, and control of Contractor. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor.

It is further understood and agreed that Contractor will issue W-2 or 1099 Forms for income and employment tax purposes for all Contractor’s assigned personnel and subcontractors.

D. The provisions of this section will survive any expiration or termination of this Contract.

Nothing in this Contract creates an exclusive relationship between CITY and Contractor.

Contractor may represent, perform services for, or be employed by any additional persons or companies so long as Contractor does not violate the provisions of Section 5, below.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 2

2. Licenses; Permits, Etc. Contractor represents and warrants that Contractor has, and shall maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for Contractor to practice its profession or fulfill the terms of this Contract, including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State.

3. Time. Time is off the essence in the performance of this Contract. Contractor shall devote the necessary time and effort to its performance under this Contract. Neither party will be considered in default of this Contract, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party.

4. Contractor Not Agent. Except as City may specify in writing, Contractor and Contractor’s personnel have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, express or implied, to bind City to any obligations whatsoever.

5. Conflicts of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the City’s interests or that would in any way hinder Contractor’s performance under this Contract.

Contractor further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent or subcontractor, without the City’s written consent.

Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the City’s interests during the performance of this Contract. If Contractor is or employs a former officer or employee of the City, Contractor and any former City officer or employee shall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any City department, board, commission, or committee.

6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If Contractor is shipping Hazardous Substances, Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, Contractor must provide a revised SDS to each City location receiving Hazardous Substances.

7. Confidentiality of City Information. During performance of this Contract, Contractor may gain access to and use City information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the City.

Contractor agrees to protect all City Information and treat it as strictly confidential, and further agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or Form Approved by City Attorney 9-1-2020 Exhibit D - Page 3 communicate in any manner any City Information to any third party without the City’s prior written consent.

In addition, Contractor must comply with all City policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief.

8. Contractor Information.

A. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor under this Contract. In this Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City.

B. Contractor shall fully defend, indemnify and hold harmless City, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor under this Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. City shall make reasonable efforts to notify Contractor not later than ten days after City is served with any such claim, action, lawsuit or other proceeding. However, City’s failure to provide notice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract.

C. All proprietary and other information received from Contractor by City, whether received in connection with Contractor’s proposal to City or in connection with Contractor’s performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to City, City shall give notice to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The Contractor shall have sole responsibility for defense of the actual “trade secret” designation of such information.

D. The parties understand and agree that any failure by Contractor to respond to the notice provided by City and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding the information designated “trade secret” by Contractor, and the information will be disclosed by City in accordance with the Public Records Act.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 4

9. Notification of Material Changes in Business. Contractor agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. Contractor also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligations to the City under this Contract.

10. Standard of Performance. Contractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California and in compliance with all requirements of this Contract. All products that Contractor delivers to City under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor’s profession.

Contractor shall assign only competent personnel to perform on its behalf under this Contract.

Contractor must notify the City in writing of any changes in Contractor’s staff assigned to perform under this Contract, before any performance by the new staff member. If the City, in its sole discretion, determines that any person assigned by the Contractor to perform under this Contract is not performing in accordance with the standards required herein, City shall provide notice to Contractor. Contractor shall immediately remove the assigned person upon receipt of the notice.

11. Performance or Different Terms and Conditions. The City's subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the Contractor, nor will the City's subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. Contractor's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract.

12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the City is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The Contractor shall serve the City during a declared emergency or disaster, subject to the same terms and conditions that apply during nonemergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the Contractor shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the Contractor's source stating the reason for the disruption

13. Term; Suspension; Termination.

A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein.

B. City shall have the right at any time to suspend Contractor’s performance hereunder, in whole or in part, by giving a written notice of suspension to Contractor. Upon receipt of Form Approved by City Attorney 9-1-2020 Exhibit D - Page 5 such notice, Contractor shall immediately suspend its activities under this Contract, as specified in the notice.

C. The City shall have the right to terminate this Contract at any time by giving a written notice of termination to Contractor. Upon receipt of such notice, Contractor shall immediately cease performance under this Contract as specified in the notice. If the City terminates this Contract:
(1) Contractor shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City.
(2) The City shall pay Contractor the reasonable value of Goods or Services provided by Contractor before termination; provided, however, City shall not in any manner be liable for lost profits that might have been made by Contractor had the Contract not been terminated or had Contractor completed performance required by this Contract. Contractor shall furnish to the City any financial information requested by the City to determine the reasonable value of the Goods or Services provided by Contractor. The foregoing is cumulative and does not affect any right or remedy that City may have in law or equity.

14. Default by Contractor. In case of default by the Contractor, the City reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the Contractor, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the City will be considered the prevailing market price at the time such purchase is made.

15. Guarantee and Warranty. Contractor assumes design responsibility and warrants the articles to be free from design defect and suitable for the purposes intended by City. If it is determined by the City that the Goods and Services do not meet the minimum requirements of this Contract, the Contractor shall correct the same at Contractor's sole expense.

A. The Contractor agrees that the Goods and Services furnished under this Contract will be covered by the industry standard or better warranty.

B. Contractor further warrants that the Goods and Services furnished under this Contract will be covered by the most favorable commercial warranties the Contractor gives to any customer for the Goods and Services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded to the City at law or equity, or by any other clause of this Contract.

C. Any additional warranties provided by law, including the warranty of merchantability and warranty of fitness for a particular purpose will remain in full force and effect and inure to the City's benefit. City reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods and Services.

D. City's inspections, approval, acceptance, or payment for all or part of any Goods and Form Approved by City Attorney 9-1-2020 Exhibit D - Page 6 Services will in no way affect City's warranty rights.

16. Indemnity.

A. Indemnity: Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor.

B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of section 8.B., above.

C. Survival. The provisions of this section will survive any expiration or termination of this Contract.

17. Funding Availability.

A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code.

B. The City’s payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council.

C. This Section shall govern over any other contrary provision of the Contract.

18. Equal Employment Opportunity. During the performance of this Contract, Contractor, for itself, Form Approved by City Attorney 9-1-2020 Exhibit D - Page 7 its assignees and successors in interest, agrees as follows:

A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment,” as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.” B. Nondiscrimination: Contractor, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in discrimination prohibited by the Regulations.

C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation.

D. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the City to be pertinent to ascertain compliance with the Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to the City, and shall set forth what efforts it has made to obtain the information.

E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with the nondiscrimination provisions of this Contract, the City shall impose any sanctions it determines are appropriate including:
(1) Withholding of payments to Contractor under this Contract until Contractor complies;
(2) Cancellation, termination, or suspension of this Contract, in whole or in part.

F. Incorporation of Provisions: Contractor shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request that the City join such litigation to protect the City’s interests.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 8

19. Entire Agreement. This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by Contractor, and by City, in accordance with applicable provisions of the Sacramento City Code.

20. Modification of Contract. The Contractor shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract.

21. Severability. If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law.

22. Waiver. Neither the City’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party.

23. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

24. Assignment Prohibited. The expertise and experience of Contractor are material considerations for this Contract. City has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Contractor under this Agreement. In recognition of this interest, Contractor shall not assign any right or obligation pursuant to this Contract without the written consent of the City. Any attempted or purported assignment without City’s written consent shall be void and of no effect.

25. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 24, above.

26. Compliance with Laws. The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 9

27. Debarment Certification
A. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that Contractor, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds:
(1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency;
(2) Has not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or
(4) Has not, within a three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default. (5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations.

B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the City.

C. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Contractor’s responsibility. Disclosures must indicate to whom exceptions apply, the initiating agency, and dates of action.

D. City will review the Federal Government’s System for Award Management Exclusions maintained by the General Services Administration for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason of changed circumstances. If it is later determined that the Contractor’s warranties and certification in this Section were erroneous, the City may terminate this Agreement for default.

Attachment 1 to Exhibit A – Page 1
Attachment 1 to Exhibit A
2024-26 Creative Entrepreneurs Program
Unseen Heroes for Creative Community Development DBA CLTRE Scope of Services
CONTRACTOR will provide professional development support to Sacramento creative entrepreneurs by strengthening and expanding creative businesses, designing and piloting an integrated capital fund for diverse creative entrepreneurs, and engaging sustainable funding sources. The period of this contract will be from July 1, 2024 – June 30, 2026. Project activities will be provided by CONTRACTOR according to the following Performance Schedule:

Performance Schedule

DATE OF SERVICE ACTIVITY
July 1 – September 15,
2024
program details.

Coordinate logistics, execute marketing for participant engagement, and distribute materials.
and
Select and notify participants, program review, and
September 16 –
January 15, 2025
Execute a 6-week program encompassing mentoring,
workshops, and networking.

Solicit partners, engaging investors and sponsors for
Secure key partnerships to enhance fund impact.

January 16 – April 30,
2025
Execute a 12-week program encompassing mentoring,
workshops, and networking.

Solicit partners, engaging investors and sponsors for
Secure key partnerships to enhance fund impact.

May 1 – August 30,
2025 for second year.

Coordinate logistics, execute marketing for participant engagement, and distribute materials.

Select and notify participants, program review, and
Submit mid-term report by May 31, 2025.

Attachment 1 to Exhibit A – Page 2
September 1 – December 31, 2025
Execute a 6-week program encompassing mentoring,
workshops, and networking.

Solicit partners, engaging investors and sponsors for
Secure key partnerships to enhance fund impact.

January 1 – April 30,
2026
Execute a 12-week program encompassing mentoring,
workshops, and networking.

Solicit partners, engaging investors and sponsors for
Secure key partnerships to enhance fund impact.

May 31, 2026.

CONTRACTOR agrees that all compensation it receives from the CITY under this Agreement shall be used to perform the services outlined in this Attachment 1 to Exhibit A.

EXHIBIT B

BUDGET & PAYMENT SCHEDULE
750,000 for 2024-26
Item Description Total
$189,162
Mentor $5,714
- $7,500
$55,000
$11,758
$126,319
$15,337
accomm
$14,210
10 - 12 Minito Sac
$65,000
18 - - $160,000
$100,000
TOTALS $750,000
CLTRE
2024-2025 2025-2026 TOTAL
7,28 7,790 00
12 - 16
4,4 4,708
17,472 18,695
10,560
, 0
,20 14,124
16,676
$189,162

CREATIVE STARTUPS
2024-2025 2025-2026 TOTAL
$55,000
- $126,319
, which would include requests in advance for grants or loans that are part of the program.