INTERGOVERNMENTAL AGREEMENT

This is an Agreement between The City of Portland, acting by and through its Fire Bureau, hereafter (CITY) and Multnomah County, acting by and through its Health Department, hereafter (COUNTY), pursuant to authority granted in ORS Chapter 190.

 PURPOSE:

 The purpose of this agreement is to provide CPR training to Multnomah County Health

Department employees.

The parties agree as follows:

1.  TERM. The term of this agreement shall be from May 1, 2002 to April 30, 2003. The effective date of this agreement shall be the date on which each party has signed this agreement and shall apply retroactively to May 1, 2002.

2. RESPONSIBILITIES OF CITY. The CITY agrees to provide cardiopulmonary resuscitation

(CPR) classes for COUNTY staff on a as needed basis.

a.  CITY will provide both Level C CPR Recertification classes and CPR Certification classes as requested by COUNTY.

b.  The class schedule will be mutually agreed upon.

c.  Classes will be held at COUNTY facilities.

d.  CITY will supply handouts, tests, mannequins and face shields.

e.  Students will practice CPR techniques on mannequins only.

3. RESPONSIBILITIES OF COUNTY. The COUNTY agrees to pay the CITY a maximum of

$30,000 for the performance of those services provided hereunder, which payment shall

be based on the following terms:

a.  CITY will charge COUNTY $30.00 per person.

b.  COUNTY will reimburse CITY for no-shows. A no-show is defined as a scheduled appointment that is not cancelled at least 24-hours in advance.

c.  COUNTY will reimburse CITY quarterly upon receipt of an invoice. Invoices shall be sent to:

Hector Roche, Program Manager

Staff Development and Training Coordinator

Multnomah County Health Department

1120 SW 5^th Ave, 14^th Floor

Portland, Oregon 97204

d.  COUNTY certifies that sufficient funds are available and authorized to finance the costs of this Agreement through the fiscal year ending June 30, 2003. In the event that funds cease to be available to COUNTY in the amounts anticipated during the remainder of the fiscal year, or in the event that sufficient funds are not approved and authorized in the next fiscal year, either CITY or COUNTY may terminate the Agreement or the parties by mutual agreement may reduce Agreement funding accordingly. COUNTY will notify CITY as soon as it receives notification from funding source. Reduction or termination will not affect payment for accountable expenses prior to the effective date of such action.

   e. All final billings affecting Agreement payments must be received within forty-five

(45) days after the end of the Agreement period. Agreement payments not

triggered or billed within this specified time period will be the sole responsibility

of CITY.

2.  TERMINATION. This agreement may be terminated by either party upon sixty (60) days written notice.

3.  INDEMNIFICATION. Subject to the conditions and limitations of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, COUNTY shall indemnify, defend and hold harmless CITY from and against all liability, loss and costs arising out of or resulting from the acts of COUNTY, its officers, employees and agents in the performance of this agreement. Subject to the conditions and limitations of the Oregon Constitution and the monetary limits of the Oregon Tort Claims Act, ORS 30.260 through 30.300 CITY shall indemnify, defend and hold harmless COUNTY from and against all liability, loss and costs arising out of or resulting from the acts of CITY its officers, employees and agents in the performance of this agreement.

4.  INSURANCE. Each party shall each be responsible for providing worker’s compensation insurance as required by law. Neither party shall be required to provide or show proof of any other insurance coverage.

5.  ADHERENCE TO LAW. Each party shall comply with all federal, state and local laws and ordinances applicable to this agreement.

6.  NON-DISCRIMINATION. Each party shall comply with all requirements of federal and state civil rights and rehabilitation statutes and local non-discrimination ordinances.

7.  ACCESS TO RECORDS. Each party shall have access to the books, documents and other records of the other which are related to this agreement for the purpose of examination, copying and audit, unless otherwise limited by law.

8.  SUBCONTRACTS AND ASSIGNMENT. Neither party will subcontract or assign any part of this agreement without the written consent of the other party.

 9. ADDITIONAL TERMS AND CONDITIONS:

a.  INDEPENDENT CONTRACTOR STATUS. CITY is an independent contractor and is solely responsible for the conduct of its programs. CITY, its employees and agents shall not be deemed employees or agents of COUNTY

b.  TAXPAYER IDENTIFICATION NUMBER. CITY shall furnish to COUNTY its federal employer identification number, as designated by the Internal Revenue Service.

c.  RECORD CONFIDENTIALITY. COUNTY and CITY agree to keep all client records confidential in accordance with state and federal statutes and rules governing confidentiality.

d.  ACCESS TO RECORDS. Notwithstanding paragraph 10. above:

CITY agrees to permit authorized representatives of COUNTY, and/or the applicable federal or state government audit agency, to make such review of the records of CITY as COUNTY or auditor may deem necessary to satisfy audit and/or program evaluation purposes. CITY shall permit authorized representatives of COUNTY’s Health Department to site-visit all programs covered by this Agreement. Agreement costs disallowed as a result of such audits, review or site visits will be the sole responsibility of CITY. If an Agreement cost is disallowed after reimbursement has occurred, CITY will make prompt repayment of such cost.

e.  ADHERENCE TO LAW.

(A)  CITY shall adhere to all applicable laws governing its relationships with its employees, including but not limited to laws, rules, regulations and policies concerning workers’ compensation, and minimum and prevailing wage requirements.

(B)  CITY shall not discriminate against any individual with respect to hiring, compensation, terms, conditions or privileges or employment, nor shall any person be excluded from participation in, be denied the benefits, or be subjected to discrimination under any program or activity because of such individual’s race, color, religion, sex, national origin, age or handicap. In that regard, CITY must comply with all applicable provisions of Executive Order Number 11246 as amended by Executive Order Number 11375 of the President of the United States dated September 24, 1965, Title VI of the Civil Rights Act of 1964 (42 U.S.C.2000 (d)) and Section 504 of the Rehabilitation Act of 1973 as implemented by 45 C.F.R.84.4 and the Americans with Disabilities Act of 1990, Public Law Number 101-336 and all enacting regulations of the EEOC and Department of Justice. CITY will also comply with all applicable rules, regulations and orders of the Secretary of Labor concerning equal opportunity in employment and the provisions of ORS Chapter 659.

f.  AMENDMENTS.

(A)  In the event that COUNTY’s Agreement obligation is amended by a federal- or state- initiated change, COUNTY shall amend this Agreement through written notification of changes sent to CITY by mail. CITY shall return to COUNTY within twenty (20) working days a signed acknowledgment of receipt of COUNTY’s notification document.

(B)  Any other amendments to the provision of this Agreement, whether initiated by COUNTY or CITY, shall be reduced to writing and signed by both parties.

g.  WAIVER OF DEFAULT. Waiver of a default shall not be deemed to be a waiver of any subsequent default. Waiver of any breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the provisions of this Agreement.

h.  EARLY TERMINATION. Notwithstanding paragraph 4. above:

(A)  Violation of any of the rules, procedures, attachments, or conditions of this Agreement may, at the option of either party, be cause for termination of the Agreement and, unless and until corrected, of funding support by COUNTY and services by CITY, or be cause for placing conditions on said funding and/or service, which may include withholding of funds. Waiver by either party of any violation of this Agreement shall not prevent said party from invoking the remedies of this paragraph for any succeeding violations of this Agreement.

(B)  This Agreement may be terminated by either party by sixty (60) days prior written notice to the other party, delivered by certified mail or in person.

(C)  COUNTY may terminate this Agreement immediately, effective upon delivery of written notice to CITY by certified mail or in person, under any of the following conditions:

(1)  Upon denial, revocation, suspension or non-renewal of any license or certificate required by law or regulation to be held by CITY to provide a service under this Agreement.

(2)  If CITY fails to begin services on the date specified in this Agreement, or if CITY fails to continue to provide service for the entire Agreement period.

(3)  If COUNTY has evidence that CITY has endangered or is endangering the health and safety of clients/residents, staff, or the public.

(D)  If the Agreement is terminated under this paragraph, COUNTY shall pay CITY only for services provided in accordance with the Agreement through the day of termination.

(E)  Termination under any provision of this paragraph shall not affect any right, obligation or liability of CITY or COUNTY which accrued prior to such termination.

i.  NOTICE OF LITIGATION. Each party shall give the other immediate notice in writing of any action or suit filed or any claim made against that party which may result in litigation in any way related to this Agreement.

j.  OREGON LAW AND FORUM. This Agreement shall be construed and governed according to the laws of the State of Oregon.

k.  INTEGRATION. This Agreement contains the entire Agreement between the parties pertaining to its subject matter and supersedes all prior written or oral discussions or agreements.

l.  CERTIFICATION REGARDING LOBBYING.

(A)  CITY certifies, to the best of CITY’s knowledge and belief, that no federally appropriated funds have been paid or will be paid, by or on behalf of CITY, to any person for influencing or attempting to influence an officer or an employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

(B)  If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Agreement, CITY shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

k.  OMB CIRCULAR A-128. If CITY is a sub-recipient of federal funds passed through COUNTY, CITY shall submit to COUNTY an annual federal compliance audit in conformity with OMB Circular A-128 and the federal Single Audit Act of 1984.

9.  THIS IS THE ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the parties. This Agreement may be modified or amended only by the written agreement of the parties.

IN WITNESS WHEREOF, the parties have caused this Agreement, including the Standard Conditions and any attachments incorporated herein, to be executed by their duly authorized officers.