EXHIBIT A

AGREEMENT NO.

An agreement between the City of Portland (CITY) and Outside In (SUBRECIPIENT) to contribute $23,835 towards the Needle Exchange Program.

RECITALS:

1.  There is a need to provide needle exchange services.

2.  Outside In currently provides those services with its Needle Exchange Program.

3.  The City's adopted FY 02/03 budget contains $23,835 for Outside In to provide the full range of services through the fiscal year.

4.  The City and Outside In now desire to enter into a formal agreement in the amount of $23,835 to provide these services for FY 02/03.

AGREED:

I.  Scope of Services. Outside-In operates a Drug Users Harm Reduction Program whose objective is to decrease the number of new HIV infections among users in the program, including the removal of used syringes from circulation. The Needle Exchange Program, one component of this Program, specifically targets those who need sterile injection equipment, bleach and water, alcohol prep pads, and condoms.

Outside In intends to provide the following services described for the Needle Exchange Program.

A.  Conduct the needle exchange program for injection drug users at two sites in Multnomah County.

B.  Provide harm reduction services - education, supplies needed for safer sex and injection, and case management - to clients, and assist with entering drug treatment as possible.

C.  Offer HIV counseling and testing to all participants of the needle exchange project.

D.  Provide risk reduction supplies, such as bleach and condoms, upon request to all clients.

E.  It is anticipated that the program will serve a minimum of 225 unduplicated clients, provide at least 9,000 exchange visits, and exchange at least 225,000 syringes.

II.  Compensation and Method of Payment

Outside In will be compensated for the above-described services by the City through the General Fund, Bureau of Housing and Community Development.

Payment to the Subrecipient will be made monthly for reimbursement upon submission of a statement of expenditures. The invoice reports will be submitted using the report form attached as Attachment A. The Subrecipient will keep vendor receipts for materials and services and evidence of payment of personnel costs. It is agreed that total compensation under this agreement shall not exceed TWENTY-THREE THOUSAND, EIGHT HUNDRED AND THRITY-FIVE ($23,835).

III.  City Project Manager

A.  The City Project Manager shall be Heather Lyons or such other person as shall be designated in writing by the Director of the Bureau of Housing and Community Development.

B.  The Project Manager is authorized to approve work and billings hereunder, to give notices referred to herein, to terminate this agreement as provided herein, and to carry out any other City actions referred to herein.

IV.  Reporting Requirements

Subrecipient will prepare and submit the following reports to the Bureau of Housing and Community Development. Reports will be submitted using the report form attached as Attachment B.

A.  Prepare a quarterly report including data on the performance measures and a narrative on the progress of the project. These reports are cumulative and due 30 days after the end of the quarter.

B.  Prepare a final report upon completion of the contract including final statistics on the client population, performance measurements, an analysis of statistical information and a narrative on the results of the program. This report is due by July 31, 2003.

V.  General Contract Provisions

A.  TERMINATION FOR CAUSE. If, through any cause, the Subrecipient shall fail to fulfill in timely and proper manner his/her obligations under this Contract, or if the Subrecipient shall violate any of the covenants, agreements, or stipulations of this Contract, the City shall have the right to terminate this Contract by giving written notice to the Subrecipient of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. In such event, all finished or unfinished documents, data, studies, and reports prepared by the Subrecipient under this Contract shall, at the option of the City, become the property of the City and the Subrecipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents.

Notwithstanding the above, the Subrecipient shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the Contract by the Subrecipient, and the City may withhold any payments to the Subrecipient for the purpose of setoff until such time as the exact amount of damages due the City from the Subrecipient is determined.

B.  TERMINATION FOR CONVENIENCE. The City and Subrecipient may terminate this Contract at any time by mutual written agreement. If the Contract is terminated by the City as provided herein, the Subrecipient will be paid an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services of the Subrecipient covered by this Contract less payments of compensation previously made.

The City, on thirty (30) days written notice to the Subrecipient, may terminate this Agreement for any reason deemed appropriate at its sole discretion.

C.  REMEDIES. In the event of termination under Section A hereof by the City due to a breach by the Subrecipient, then the City may complete the work either itself or by agreement with another subrecipient, or by a combination thereof. In the event the cost of completing the work exceeds the amount actually paid to the Subrecipient hereunder plus the remaining unpaid balance of the compensation provided herein, then the Subrecipient shall pay to the City the amount of excess.

The remedies provided to the City under sections A and C hereof for a breach by the Subrecipient shall not be exclusive. The City also shall be entitled to any other equitable and legal remedies that are available.

In the event of breach of this contract by the City, then the Subrecipient's remedy shall be limited to termination of the contract and receipt of payment as provided in section B hereof.

In the event of termination under Section A, the City shall provide the Subrecipient an opportunity for an administrative appeal to the Bureau Director.

D.  CHANGES. The City may, from time to time, request changes in the scope of the services or terms and conditions hereunder. Such changes, including any increase or decrease in the amount of the Subrecipient's compensation, shall be incorporated in written amendments to this Contract. Any change that increases in total the amount of compensation payable to the Subrecipient to $20,703 or more must be approved by ordinance of the City Council. The Bureau Director may approve increases in compensation that result in total compensation of less than $20,703. Other changes, including changes to scope of work and budget line items, may be approved by the Project Manager.

E.  NON-DISCRIMINATION. In carrying out activities under this contract, the Subrecipient shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, handicap, familial status or national origin. The Subrecipient shall take affirmative actions to insure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, age, handicap, familial status or national origin. Such action shall include but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Subrecipient shall post in conspicuous places, available to employees and applicants for employment, notices provided by the City setting for the provisions of this nondiscrimination clause. The Subrecipient shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. The Subrecipient shall incorporate the foregoing requirements of this paragraph in all of its contracts for work funded under this contract, except contracts governed by Section 104 of Executive Order 11246. The Subrecipient will comply with the equal employment and non-discrimination requirements of Portland City Code Sections 3.100.005 (City Policies Relating to Equal Employment Opportunity, Affirmative Action and Civil Rights), 3.100.042 (Certification of Contractors), and Chapter 23 – Civil Rights.

F.  ACCESS TO RECORDS. The City, or their duly authorized representatives, shall have access to any books, general organizational and administrative information, documents, papers, and records of the Subrecipient which are directly pertinent to this contract, for the purpose of making audit examination, excerpts, and transcriptions. All required records must be maintained by the Subrecipient for three years after the City makes final payment and all other pending matters are closed.

G.  MAINTENANCE OF RECORDS. The Subrecipient shall maintain records on a current basis to support its billings to the City. The City or its authorized representative shall have the authority to inspect, audit, and copy on reasonable notice and from time to time any records of the Subrecipient regarding its billings or its work hereunder. The Subrecipient shall retain these records for inspection, audit, and copying for 3 years from the date of completion or termination of this contract.

H.  AUDIT OF PAYMENTS. The City, either directly or through a designated representative, may audit the records of the Subrecipient at any time during the 3 year period established by Section G above.

If an audit discloses that payments to the Subrecipient were in excess of the amount to which the Subrecipient was entitled, then the Subrecipient shall repay the amount of the excess to the City.

I.  INDEMNIFICATION. The Subrecipient shall hold harmless, defend, and indemnify the City and the City's officers, agents, and employees against all claims, demands, actions, and suits (including all attorney fees and costs) brought against any of them arising from the Subrecipient's work or any subcontractor's work under this contract.

J.  WORKERS' COMPENSATION INSURANCE.

(a)  The Subrecipient, its subcontractors, if any, and all employers working under this Agreement, are subject employers under the Oregon Worker's Compensation law and shall comply with ORS 656.017, which requires them to provide workers' compensation coverage for all their subject workers. A certificate of insurance, or copy thereof, shall be attached to this Agreement and shall be incorporated herein and made a term and part of this Agreement. The Subrecipient further agrees to maintain worker's compensation insurance coverage for the duration of this Agreement.

(b)  In the event the Subrecipient's worker’s compensation insurance coverage is due to expire during the term of this Agreement, the Subrecipient agrees to timely renew its insurance, either as a carrier-insured employer or a self-insured employer as provided by Chapter 656 of the Oregon Revised Statutes, before its expiration, and the Subrecipient agrees to provide the City of Portland such further certification of worker's compensation insurance a renewals of said insurance occur.

(c)  If the Subrecipient believes itself to be exempt from the worker's compensation insurance coverage requirement of (a) of this subsection, the Subrecipient agrees to accurately complete the City of Portland's Questionnaire for Workers' Compensation Insurance and Qualification as an Independent Contractor prior to commencing work under this Agreement. In this case, the Questionnaire shall be attached to this Agreement and shall be incorporated herein and made a term and part of this Agreement. Any misrepresentation of information on the Questionnaire by the Subrecipient shall constitute a breach of this Agreement. In the event of breach pursuant to this subsection, City may terminate the agreement immediately and the notice requirement contained in Section (A), TERMINATION FOR CAUSE, hereof shall not apply.

K.  LIABILITY INSURANCE.

(a) The Subrecipient shall maintain public liability and property damage insurance that protects the Subrecipient and the City and its officers, agents, and employees from any and all claims, demands, actions, and suits for damage to property or personal injury, including death, arising from the Subrecipient's work under this contract. The insurance shall provide coverage for not less than $200,000 for personal injury to each person, $500,000 for each occurrence, and $500,000 for each occurrence involving property damages; or a single limit policy of not less than $500,000 covering all claims per occurrence. The limits of the insurance shall be subject to statutory changes as to maximum limits of liability imposed on municipalities of the state of Oregon during the term of the agreement. The insurance shall be without prejudice to coverage otherwise existing and shall name as additional insureds the City and its officers, agents, and employees. Notwithstanding the naming of additional insureds, the insurance shall protect each insured in the same manner as though a separate policy had been issued to each, but nothing herein shall operate to increase the insurer's liability as set forth elsewhere in the policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured. The coverage must apply as to claims between insureds on the policy. The insurance shall provide that it shall not terminate or be canceled without 30 days written notice first being given to the City Auditor. If the insurance is canceled or terminated prior to completion of the contract, the Subrecipient shall provide a new policy with the same terms. The Subrecipient agrees to maintain continuous, uninterrupted coverage for the duration of the contract. The insurance shall include coverage for any damages or injuries arising out of the use of automobiles or other motor vehicles by the Subrecipient.

(b) The Subrecipient shall maintain on file with the City Auditor a certificate of insurance certifying the coverage required under subsection (a). The adequacy of the insurance shall be subject to the approval of the City Attorney. Failure to maintain liability insurance shall be cause for immediate termination of this agreement by the City.

In lieu of filing the certificate of insurance required herein, the Subrecipient shall furnish a declaration that the Subrecipient is self-insured for public liability and property damage for a minimum of the amounts set forth in ORS 30.270.

L.  SUBCONTRACTING AND ASSIGNMENT. The Subrecipient shall not subcontract its work under this contract, in whole or in part, without the written approval of the City. The Subrecipient shall require any approved subcontractor to agree, as to the portion subcontracted, to fulfill all obligations of the Contract as specified in this contract. Notwithstanding City approval of a subcontractor, the Subrecipient shall remain obligated for full performance hereunder, and the City shall incur no obligation other than its obligations to the Subrecipient hereunder. The Subrecipient agrees that if subcontractors are employed in the performance of this contract, the Subrecipient and its subcontractors are subject to the requirements and sanctions of ORS Chapter 656, Workers' Compensation. The Subrecipient shall not assign this contract in whole or in part or any right or obligation hereunder, without prior written approval of the City. Subcontractors shall be responsible for adhering to all regulations cited within this contract.

M.  INDEPENDENT CONTRACTOR STATUS. The Subrecipient is engaged as an independent contractor and the Subrecipient and will be responsible for any federal, state, or local taxes and fees applicable to payments hereunder.

The Subrecipient and its subcontractors and employees are not employees of the City and are not eligible for any benefits through the City, including without limitation, federal social security, health benefits, workers' compensation, unemployment compensation, and retirement benefits.

N.  REPORTING REQUIREMENTS. The Subrecipient shall report on its activities in a format and by such times as prescribed by the City.

O.  CONFLICTS OF INTEREST. No City officer or employee, during his or her tenure or for one year thereafter, shall have any interest, direct or indirect, in this contract or the proceeds thereof.

No City officer or employees who participated in the award of this contract shall be employed by the Subrecipient during the period of the contract.

P.  OREGON LAWS AND FORUM. This contract shall be construed according to the laws of the State of Oregon.

Any litigation between the City and the Subrecipient arising under this contract or out of work performed under this contract shall occur, if in the state courts, in the Multnomah County court having jurisdiction thereof, and if in the federal courts, in the United States District Court for the State of Oregon.

Q.  COMPLIANCE WITH LAWS. In connection with its activities under this contract, the Subrecipient shall comply with all applicable federal, state, and local laws and regulations.

In the event that the Subrecipient provides goods or services to the City in the aggregate in excess of $2,500.00 per fiscal year, the Subrecipient agrees it has certified with the City's Equal Employment Opportunity certification process.

R.  INDEPENDENT FINANCIAL AUDITS/REVIEWS. Any subrecipient receiving $300,000 or more in City funding, in any program year, is required to obtain an independent audit of the City-funded program(s). Any subrecipient receiving between $25,000 and $300,000 in City funds, in any program year, is required to obtain an independent financial review. Additionally, contractors receiving between $25,000 and $300,000 in federal funds may be required to obtain a full audit, if the City believes it is warranted. Two copies of all required financial audits or reviews will be submitted to the designated City Project Manager within thirty days of their completion.

S.  SEVERABILITY. If any provision of this agreement is found to be illegal or unenforceable, this agreement nevertheless shall remain in full force and effect and the provision shall be stricken.

T.  INTEGRATION. This agreement contains the entire agreement between the City and the Subrecipient and supercedes all prior written or oral discussions or agreements.

U.  TARGETING. Each year the City designates target areas, which receive focused services through the Bureau of Housing and Community Development. As appropriate, the Subrecipient may be asked to provide marketing and outreach for its services and/or collect demographic information on its clients, relative to these target areas. Boundaries of target areas will be provided to any subrecipient who is asked to such information and assistance.

V.  TRAINING. The Bureau of Housing and Community Development will provide training for all new Contractors and for Contractors who have experienced significant organizational changes, which would warrant training. This training may be carried out on an individual basis or as part of a general training program, at the discretion of the City.

W.  PROGRAM AND FISCAL MONITORING. The City through the Bureau of Housing and Community Development shall monitor on a regular basis to assure contract compliance. Such monitoring may include, but are not limited to, on site visits, telephone interviews, and review of required reports and will cover both programmatic and fiscal aspects of the contract. The frequency and level of monitoring will be determined by the City Project Manager.

VI.  Period of Agreement

The terms of this Agreement shall be effective as of July 1, 2002 and shall remain in effect during any period the Subrecipient has control over City funds, including program income. The Agreement shall terminate as of June 30, 2003.

Dated this ________________ day of ________________, 2002.

CITY OF PORTLAND        OUTSIDE IN

Commissioner Erik Sten        Kathy Oliver

Commissioner of Public Works      Director

APPROVED AS TO FORM:

Jeffrey L. Rogers, City Attorney

ATTACHMENT A

*NOTE: Please reproduce the form on agency letterhead, or submit cover letter to this invoice that includes total requested and authorizing signature.

OUTSIDE-IN

BUREAU OF HOUSING AND COMMUNITY DEVELOPMENT

REQUEST FOR PAYMENT

Project Name: Needle Exchange Program    Request For Payment #__________

Billing Period: ______________________________

Total Amount Requested _________________

Prepared By ______________________________________ Phone No. _________________

Approved By _____________________

ATTACHMENT B

Project Report for Outside In Syringe Exchange Program

BENEFICIARY DATA

Reporting Period From: ____________ To: ____________

1. Gender

2. Race

3. Ethnicity

4. Age

*Totals Should Equal

NEEDLE EXCHANGE PROGRAM

Reporting Period From: ___________ To:______________

PERFORMANCE DATA

NOTE:  Final report shall contain an analysis of the statistics and a narrative on the results of the program.