Circles® USA Contract Copyrighted
April 17, 2017
City of Dubuque Consent Items # 12.
ITEM TITLE: Circles® USA Contract
SUMMARY: City Manager recommending approval of a one year
contract with Circles® USA for use of the Circles®brand
and consulting services for the Dubuque Circles®
Initiatives.
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve
ATTACHMENTS:
Description Type
Dubuque Circles Initiatives Contract-MVM Memo City Manager Memo
Staff Memo Staff Memo
Contract Supporting Documentation
THE CITY OF Dubuque
DUB E i"
Masterpiece on the Mississippi 2007.2012.2013
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: The Dubuque Circles® Initiative Contract with Circles® USA
DATE: April 10, 2017
Housing & Community Development Department Director Alvin Nash recommends City
Council approval of a one year contract with Circles® USA for use of the Circles® brand
and consulting services for the Dubuque Circles Initiatives in the amount of$4,000. The
City has had a contract with Circles® USA since Fiscal Year 2011.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
vzy4S1t^1
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Alvin Nash, Housing & Community Development Department Director
THE CITY CJI Dubuque
DUB —a better wary of Iivng Masterpiece on the Mississippi 2.007 2012 2013
o
TO: Michael C. Van Milligen, City Manager
FROM: Alvin Nash, Housing & Community Development Director
SUBJECT: The Dubuque Circles® Initiative Contract with Circles® USA
DATE: April 7, 2017
Introduction
The purpose of this memorandum is to request the City Council's authorization of the
Mayor's signature on the attached contract with Circles USA for use of the Circles®
brand and consulting services for the Dubuque Circles Initiative.
Communities enter into a year-to-year agreement with the National Circles® Campaign
to develop and expand a successful local Circles® chapter. As a member of the
National Campaign, the community will be asked to pay yearly membership fees and
services contracts to cover costs of national services to help expand the local Circles®
chapters, maintain fidelity to the evolving standards of the national model, participate in
national data collection system, have access to national media campaigns, and other
national activities that contribute to effectiveness an impact on the mission to end
poverty.
The National Circles® Campaign acknowledges the commitment and interest of the
community in being a learning environment for the development and implementation of
a local Circles® chapter.
Discussion
The Council authorized a commitment for the Dubuque Circles® Initiative, beginning in
Fiscal year 2011. The major expense in FY11 was the first-year cost of a contract with
Move the Mountain (MTM) for $20,500. Second-year contract was approved in the
amount of$18,000. Third-year contract was approved in the amount of$5,600. Fourth
and fifth-years contracts were approved in the amount of $4,000. This year's contract
will remain at this cost.
This program is co-sponsored through the Housing Department and the Greater
Dubuque Development Corporation with a Dubuque Works grant, administered through
the Community Foundation of Greater Dubuque.
The Dubuque Circles® Initiative provides on-going mentoring and support services to
Getting Ahead graduates. This is accomplished through establishing "circles" of
graduates and community allies who meet regularly throughout the year helping the
graduates to form on-going networks as part of a social and employment support
system.
Circles® USA provides the following contractual services:
1. Access to the Circles USA Integrated Data System with training and ongoing
support;
2. Access to Circles USA members-only library of best practice materials;
3. Access to peer-to-peer network for ongoing support and collaboration;
4. Use of the Circles® registered trademark and logo.
Report Card
Circles has matched a total of 51 individuals with ally support systems since Oct of 2010
and currently working with 19 active matched participants.17 of the 19 have either
obtained or maintained employment while participating in Circles, some of these sectors
include hospitality, food service, healthcare and social service. In addition, 4 out of the
19 obtained a certificate or a degree to further their employment opportunities.
Dubuque Circles® has maintained over 100 dedicated volunteers each year since
implementation with an average of 70 community members attending the meetings
each week. The development of partnerships is essential for the growth of the initiative;
in 2015 Circles partnered with Dupaco Community Credit Union and their Money Match
savings program. More commonly known as an Individual Development Account (IDA),
this savings provides the customer matched dollars to be used toward the purchase of
an asset. 11 individuals are currently saving toward acquiring one of the following
assets: homeownership, vehicle purchase, furthering education or small business start-
up.
� asM- 11111,111111 "I'Mm"I",
�`
Circle Leader obtained and/or maintained employment 90% 81.% 89%
Circle Leader enrolled in higher education 27% 38% 11%
Circle Leader obtained a degree or certificate 7% 13% 21%
Action Step
The action requested of the City Council is to approve the attached contract from
Circles® USA authorizing their services. The amount of the contract ($4,000) was
adopted in the FY2017 Budget by City Council
CONTRACT FOR SERVICES:
Services Provided to:
Dubuque Circles
Roy Buol, Mayor
esoler@ citvofdubuaue.ora
563-589-4230
350 W. Sixth St.
Suite 312
Dubuque, IA 52007
® '
Thriving Families, Thriving Communities
Contract Number: 1172
Services Provided by:
Move the Mountain, Inc. d/b/a
Circles USA ("CUSA")
Gena Atcher, National Membership Coordinator
Gena@CirclesUSA.ora
888-232-9285
Mailing address:
PO Box 113
Marshall, MN 56258
For the purposes of this contract, Dubuque Circles will be known as the "Contractee." Circles USA shall
be known as "CUSA."
Effective Dates for "Year Four" (+) contract: April 1, 2017— March 31, 2018
Services Provided*
1. License to use of the Circles® registered trademark and logo
2. Access to training curriculum and program materials
3. Access to the Circles Data System with initial training
4. Access to peer-to-peer network for ongoing support and collaboration
5. Up to six (6) coaching calls with a Circles USA National Trainer (2 calls are mandatory)
6. Regularly scheduled group coaching sessions on all aspects of Circles (webinar training)
*These services are available through the end date of this agreement and cannot be carried over into the
following year.
The following additional items can be purchased by local Circles® Chapters as needed following the
menu below and can be invoiced as needed throughout the year (after exhausting services provided above).
1. Circles Training Registration (HOT) - $800 per person; travel not included
2. Telephone or Video Conference Coaching - $125 per hour
3. Chapter/Site coaching visits - $1,000 per day with travel expenses reimbursed per visit
Fees, Invoicing and Payment: The fee for these services for Year Four is $4,000. The chapter will
pay Circles USA $4,000 as outlined below. Travel expenses for your staff to National Circles@ events
are not included in these fees and are the responsibility of the local Circles Chapter. Late fees of 1% will
be charged if payment is not received by due date.
www.CirclesUSA.orq 888-232-9285
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1 July 15, 2017 1 $4,000
Subsequent base membership fees are: $4,000 for year four and beyond
Membership Responsibilities and Agreements: As Circles® expands, fidelity to the model becomes
more critical. As part of this contract, the Circles Chapter agrees to the following:
Adopting a culture that promotes tolerance and inclusivity for all participants. Circles USA does not ask
organizations that function as chapters or sites to change their belief system, mission, or values in order
to utilize the Circles model. Circles USA does require that the chapter and sites adopt a policy of
welcoming people from all faiths, ethnic backgrounds, sexual orientation, and socio-economic classes.
For example:
a. It is acceptable in Circles meetings to have a prayer before meals, if that is the tradition of
the site,
b. It is acceptable for volunteers to share their faith and belief system with Circle Leader(s)
once, if they ask the Circle Leader for permission in advance. If the Circle Leader
indicates that they would rather not hear it, then the volunteer needs to respect this
boundary.
c. It is unacceptable and prohibited to require people to adopt the belief system of the
chapter 'or site organization in order to receive support from Circles.
Circles® USA Fidelity Agreement*
1. Circles is organized as an inclusive, non-partisan community that welcomes people from all
income and cultural backgrounds for the purpose of achieving economic stability for families and
communities.
2. Volunteer -led Resource Teams (or Guiding Coalition) are established and maintained as
described in the Circles Staff Manual.
3. Circle Leader Training (or Getting Ahead) curriculum is used as part of the orientation and
training for Circle Leaders to support individual plan development and identification of systemic
issues.
4. Allies receive Circles Ally training in preparation to work with Circle Leaders.
5. Circle Leaders are matched with 2-3 Allies within 90 days of graduating from Circle Leader
Training Program.
6. Weekly meetings occur with a meal, childcare, and program for adults.
7. Monthly Big View meetings occur to address individual and systems change.
8. Trained staff provides support to families and Allies. Staff must complete the CUSA Hands On
Training.
9. Circle Leaders are making progress towards economic stability (200% of the Federal Poverty
Level, or to the best of their ability) and their progress reports are completed and up-to-date in
the CUSA data system.
10. Chapters and Sites must have a written, three-year Sustainability Plan describing strategies for
securing full Circles funding. All Chapters and Sites must be able to fulfill their Circles budget for
the current year in order to add new Circle Leaders to the Chapter or Site.
11. The Chapter must receive approval from CUSA to expand Circles.
12. The Chapter must comply with contracted CUSA site visits and coaching calls.
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13. The Chapter will follow the CUSA Communications Protocols.
Non -disclosure of Confidential and Non -Circumvention
1. Purpose
Upon executing this contract Circles USA will engage in substantive discussions and sharing of
confidential information regarding the Circles model to address poverty, trade secrets, business entity
formation and structuring, and valuable relationships Circles USA has in place with other individuals and
organizations. The Contractee will be given access to proprietary, technical data, and/or other
confidential information of Circles USA (collectively the "Confidential Information"). Therefore, the
Contractee, individually and on behalf of those they represent, agrees that they are under an obligation
of confidentiality and will only use Circles USA information, processes and business model while in a
duly executed contract with Circles USA. Circles USA believes, and the Chapter hereby 'agrees, that the
Circles USA Information and business model has significant fundraising value that would be diminished
by unauthorized disclosure or use unless part of operating a Circles USA Chapter.
2. Confidential Information
Confidential Information shall include, and shall be deemed to include, all information conveyed by
Circles USA to the Contractee orally, in writing, by demonstration, or by other media. Confidential
Information shall be considered as such at the time of transmittal. Confidential Information may include,
by way of example but without limitation, data, know-how, contacts, contracts, software, formulas,
processes, designs, photographs, plans, specifications, reports, information obtained from previous or
current participants in programs of the Circles USA, and information relating to the operations and
procedures of Circles USA. However, Confidential Information shall not include information, which can
clearly be demonstrated to be generally known or available to the public, through no act or omission on
the part of the receiving party.
3. Obligation of Confidentiality
The Contractee agrees that when receipt of any Confidential Information has occurred:
a. The Contractee shall not disclose or communicate Confidential Information to any third party,
except as herein provided. Contractee shall protect such information from disclosure by
reasonable means, including but not limited to at least the same minimal level of security that
Contractee uses for its most crucial proprietary and confidential information.
b. CUSA shall permit access to its Confidential Information to the Contractee's agents or
employees or third parties only if such disclosure is reasonably believed to be necessary to the
purposes of operating as a Circles Chapter.
4. Obligation of Non -Competition
The non -competition provisions of this Agreement are an essential and material part of the total
agreement, by which the Contractee agrees it shall not use any advantages derivable from such
confidential information in its own business or affairs, unless the same is done pursuant to a new
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agreement executed by all signatories to this document. Upon the cancellation and or expiration of this
contract the Contractee agrees to refrain from operating any business or providing any services similar
to Circles USA for period of five years.
5. Non -Circumvention
The Contractee hereby agrees for himself or herself, their officers, directors, agents, associates and any
related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved
with any entity or any other entities or parties introduced, directly or indirectly, by or through the other
party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the Circles
USA fees in operating any business similar to Circles USA without the specific written approval of Circles
USA,
6. No Representations
The Contractee agrees and understands that the Circles USA makes no representation or warranty as to
the accuracy or completeness of the information it provides to the Contractee. The Contractee agrees
that neither the Circles USA, nor any of its advisers, representatives, agents, or employees shall be held
liable for utilization of Confidential Information which results from the Chapters use of said information.
7. Term
This Agreement shall, by mutual consent of the parties, remain in force and affect for a period of five
years from the date signed and executed by all parties, with the effective date being the date on which
the final signature is affixed hereto.
8. Miscellaneous
a. "Agents or employees" includes the directors, officers and employees of any of the parties, it also
includes the Contractee, any corporation, partnership, association, business trust, contractual
organization, group, or other entity of which the Contractee is a member, officer, director, agent, trustee,
beneficiary, or has a position similar to the aforementioned.
b. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and
signed by all parties. However, the failure of a party to insist on full compliance with any provisions of
this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter.
c. This Agreement is made and shall be governed and construed in accordance with the laws of the
State of New Mexico. The proper venue for any action arising from or in connection to the interpretation
or enforcement of this Agreement shall be decided by Circles USA.
d. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other
provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed
severable. If any party hereto incurs any legal fees, whether or not action is instituted, to enforce the
terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is
agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other
costs in addition to any other relief to which it or they may be entitled.
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9. Mutuality
To the extent that confidential and or proprietary information is disseminated or exchanged by both
parties, such information shall be confidential as to both parties, Circles USA and the Chapter.
In no event shall Circles USA or the Contractee be liable to each other for any direct, indirect, incidental,
special, punitive, or consequential damages whatsoever resulting from the transactions contemplated by
this contract.
Circles USA strongly recommends that you do background checks on all volunteers that participate in
Circles.
10. Use of Circles @ Brand and Trademark
Tho Contractee agrees that the ircles® brand and trademarkcan only be used while under contrac
with Circles USA. The parties agree that this Agreement memorializes an arrangement and agreement
between them governing the ownership and licensing of the Circles ® service marks, trade name and
logos, and any other rights pertaining to such service marks, trade names and logs (collectives, the
"marks").
The Contractoe acknowledges CUSAs right, title, and interestin and to the use 01 the Circles ® brand
and trademark, and CUSA's exclusivo right to usa, register and license the name, and agrees not to
claim or assert any title to nor attempt to register the name "Circles 0" anywhere in the world or the right
to use the name, except with the consent expressly permitted in this Agreement.
Contractee shall not attempt to adopt, use or registerwithout CUSA's express written prior consent, any
variation of the name Circles 0, including translations, or any mark which is similar to or likely to be
confusing with the Circles ® rnarks. If CUSA consents to the use of its name and trademark, this
Agreement will be deemed to be amended to include such mark as a part of its definitions, which shall
then be subject to the terms of this Agreoment.
Contractee shall not contest or deny the validity or enforceability of the Circles ® marks and CUSA's
interest or rights in the marks, nor oppose, object to, or seek to cancel any registration of the marks by
CUSA, or aid or abet others in doing so, either during the term of this Agreemerit or after the term.
Any and all goodwill arising from CUSA's use or sublicensing of the Circles ® marks shall inure solely to
the benefit of CUSA, and neither during or after termination of this Agreement and the license granted
under this Agreement shall Contractee assert any claim to the Circles ® marks or such goodwill.
Contractee shall not take, nor permit anyone else to take, any action that could be detrimental to the
goodwill association with the Circles ® marks and riame.
Contractee shall notify CUSA promptly of any unauthorized use of the Circles marks by others (or
marks which may be confusingly similar to the Circles ® marks) of which Contractee becomes aware.
CUSA shall have the sole right to make any demand or bring any action on account of any such
unauthorized use, whether such claims are grounded in trademark infringement, dilution, unfair
www.CirxiesUSA.oat 888'232'D28J
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competition, false designation of origin or any other legal theory. Contractee shall cooperate fully with
CUSA, as CUSA may reasonably request, in connection with any such demand or action brought by
CUSA in accordance with this agreement. Contractee shall directly pay the costs and expenses
associated with such demand or action.
Further, the grant to Contractee to use the name of Circles ® is subject to the following limitations:
1. The said grant is with the express understanding that it is revocable at will by CUSA, in
CUSA's sole and absolute discretion, and upon revocation of this permission, this use of the
name of Circles ® brand and trademark shall cease.
2. This said grant is personal to the Contractee and shall not be assignable by Contractee to
any successor except with Circles ® written consent.
3. This said grant shall automatically terminate upon the happening of any of the following
events:
a. In case Contractee is ordered or adjudged bankrupt or is placed in the hands of a
receiver or it otherwise enters into any scheme or composition with creditors or makes
an unauthorized assignment for the benefit of creditors.
b. In the case the assets of the Contractee are seized or attached in conjunction with
any action against it by any third party.
c. In the event that the Contractee shall breach this Agreement, or fail to be in
compliance with the terms of this Agreement, or upon the termination of this
Agreement for any reason.
d. Upon the specific written request of CUSA, in its absolute and sole discretion.
4. Upon the revocation or termination of the permission granted hereunder, Contractee hereby
agrees immediately to take all necessary legal steps to delete the Circles ® brand and
trademark from its name. Moreover, Contractee undertakes that it shall not thereafter use
the Circles ® marks in any manner or form whatsoever in the conduct of its business.
5. Should Contractee fail to change its name so as to delete Circles ® therefrom as provided
herein, Contractee agrees and herby specifically consents to Circles ® obtaining a decree of
a court having suitable jurisdiction ordering Contractee to stop the use of Circles ® in its
name. Said consent is based on a recognition by Contractee that a monetary payment would
be an inadequate remedy for Circles ®. Nevertheless, it is understood between the parties
that, in addition to the injunctive relief mentioned above, Circles ® shall be entitled to any
other relief which may be deemed proper and customary, whether at law or equity, as of the
time such relief is sought. Such relief and remedies include, but are not limited to, damages,
attorney fees and costs, and any other relief necessary to protect the interests of Circles ®.
11. Fundraising Policy:
Circles USA requires notification of all proposals using the Circles® brand being made to national
foundations, federal agencies, and additional investors if the amount being requested is equal to or
exceeds $100,000. Circles USA will assign a representative to contact your local grant writer to ensure
sufficient coordination and cooperation when appropriate with the larger network of Circles Contractees
that your application may affect. In the event that one or more Circles Contractees are pursuing the
same competitive source of funding, the Circles USA will assist in negotiating conditions that are
mutually satisfactory to all.
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The culture of Circles is one of sharing our proposals with the Iarger network in order for everyone to get
better at attracting resources. Therefore, we requesthat aU successfu applicaUons on behalf of local
Circies® Cortractees be submitted to Circles USA for membership use. Any sensitive material should
be omitted, but we do request that any and all information that you can leave in the proposal be done so
iDorder t0benefit others.
12. Indemnification:
Move the Mountain, Inc. d/b/a Circles USA and (Add Contractee name) mutually agrees to indemnify,
defend and hold both parties harmless from and against any and all liability, loss and/or expenses
(including reasonable attorneys' fees and expenses) for any injury or damages claims that may arise or
result from the operation of the national Circles program. Move the Mountain, Inc. d/b/a Circles
USA and (Add Contractee name) further agrees to indemnify, defend and hold Add Contractee name
and Circles USA harmless from and against any and all liability, loss and/or expense (including
reasonable attorneys' fees and expenses) for any claims that may arise or result from the actions,
conduct and/or omissions of Circles USA, their officers, agents, employees, sub -grantees, contractors,
subcontractors or other representatives with respect to this contract and Circles®.
13.Amendment and Termination:
This agreement may be amended by written consent of both pares and such amendments will be
attached to this contract and shall become a part thereof. This contract shall continue to be binding on
both unless terminated by either party upon 30 -day written notice of intent to terminate for any reason,
or no reason at all. Due to the fact that the comprehensive investigation and report represent a
substantial amount of the work product being contracted there are no refunds of any amount after
payment has been made to CUSA.
14. Training
In addition to the above policy, all new Circle staff members are required to attend Hands ori Training
upon beginning their staff assignment. Hands on Training is offered several times per year and local
Circles® Chapters are responsible for letting CUSA know when a new eMployee has been hired so that
training can be arranged. If Hands on Training is not included in the current contract, the local Chapter
is responsible for the training registration and travel to the next scheduled Hands on Training being held.
The registration fee for this training is $808 per staff member and travel is the responsibility of the local
Circles@ Chapter. (#8 in Fidelity Agreements)
15. Authority
By signing, below, the Contractee affirms that they are legally and properly authorized to sign this
agreement, that all necessary Resolutions and approvals have been obtained prior to the execution of
this Agreement, and that this present Agreement shall be read into the minutes of the Contractee's
organization.
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Additionally, we understand the Circles® brand and trademark can only be used while under
contract with Circles USA.
Both parties agree;
Dubuque Cir les Circles USA (a/k/a CUSA)
Roy Buol, Date Gena Atcher • Date
Mayor National Membership Coordinator
Chapter
Andrea Helgager, Coordinator Date
www.CirclesUSA.orq 888-232-9285