Exhibit A

AGREEMENT NO.

An Agreement between the City of Portland (CITY) and Cascade AIDS Project (SUBRECIPIENT) for the funding of activities related to providing a rental assistance program under the Transitions to Housing Program.

RECITALS:

1.  The City’s Bureau of Housing and Community Development is primarily responsible for the planning and administration of housing and community development funds and related program development.

2.  The Bureau recently completed a community planning process that resulted in a set of recommendations for allocating Housing Investment Funds targeted to serve households with incomes at or below 20% of the Area Median Income.

3.  One component of the recommendations was the establishment of the Transitions to Housing Pilot Project, which will provide limited financial assistance to very low-income households transitioning to stable housing.

4.  Cascade AIDS Project participated in the pilot project in collaboration with other community-based social service agencies to provide the Housing First Project, which targets homeless and at-risk people living with HIV/AIDS within the City of Portland. Cascade AIDS Project was asked to participate in the next phase of the Transitions to Housing Program.

5.  Funding for the Transitions to Housing Pilot Project has been approved by City Council in the 2002-2003 fiscal year General Fund allocation.

6.  The City now wishes to enter into an agreement with Cascade AIDS Project in the amount of $48,000 to operate The CAP Transitions to Housing Program.

AGREED:

I.  Scope of Services: The Subrecipient will undertake activities as described below for the duration of the Agreement:

A.  Establish and deliver the CAP Transitions to Housing Program (The Project) to provide transitional rental and financial assistance to homeless and at-risk persons and families living with HIV/AIDS. The Project will deliver the following services in pursuit of the project goal of helping participants achieve an increased level of housing stability through.

1.  Recruit and assess prospective participants from target populations identified in the proposal. All selected participants will meet adopted eligibility criteria.

2.  Target population: Subrecipient will market assistance under this project primarily to homeless and at-risk households living with HIV/AIDS, including CAP Transitional Housing graduates who are ready for permanent housing placement, households on CAP’s permanent housing waiting list, household’s who expect to receive Section 8 prior to June 30, 2004 and to households who are expected to sustain an increase in household income.

3.  Adopt written guidelines for program operation, which should be incorporated into an Assistance Agreement signed by each assisted client. The Assistance Agreement should set out the period and amount of Assistance. Guidelines must include reasonable eligibility and recipient selection criteria, notice procedures, and good cause standards for termination of assistance.

4.  Conduct and document client intake, housing readiness assessment, housing stability planning and outcome tracking.

5.  Negotiate a participation agreement with selected participants, which sets out the rights and responsibilities of the participant and the agency.

6.  Provide counseling and assistance to participants who need help locating suitable housing that meets the participants needs in terms of size, condition and affordability.

7.  Inspect assisted housing for compliance with minimum habitability standards.

8.  Provide assistance and supportive services to participants who need help and intervention maintaining current suitable housing and/or avoiding displacement or eviction. Supportive services include linking clients to other community service providers who may be able to help participants overcome barriers to obtaining or maintaining housing.

9.  Provide and track financial assistance to assist participants with the payment of rent, deposits and move-in expenses pursuant to program requirements.

10.  Provide or secure ongoing supportive services to assist program participants with housing retention and stabilization pursuant to client-based housing plan.

11.  Track and report client demographic and outcome information pursuant to reporting requirements developed cooperatively between the CITY, the project evaluator, and Subrecipients under the Transitions to Housing Program.

B.  Program Requirements

1.  Eligible participants

(a)  Current residents of the City of Portland or those who intend to settle within the City limits upon receipt of assistance.

(b)  Individuals, couples, and families, with a gross household income below 20% area median income at the inception of assistance under this project. (See Attachment 1, Table 1)

(c)  Participants should not already reside in permanent assisted housing prior to the inception of assistance under this program.

(d)  Participants should be ready for permanent housing placement at the inception of assistance or likely to be ready within six months of the inception of assistance.

(e)  Households must been screened to document and determine their income eligibility and housing readiness.

2.  Participant Admission Criteria:

(a)  Subrecipient shall adopt reasonable program admission criteria and procedures that assure for the fair and equitable distribution of assistance among potential qualified applicants.

(b)  Where practicable, Subrecipient shall utilize a waiting list for assistance on a first-come, first-served basis.

(c)  Subrecipient may target marketing and outreach to reach a specific subpopulation of eligible clients. Subrecipient must ensure that adopted eligibility criteria and marketing strategies comply with Fair Housing requirements.

(d)  Subrecipient shall monitor assistance provided under this Agreement and shall modify program criteria and guidelines as necessary to ensure that, to the extent practicable, Subrecipient implements the maximum amount of available funds to assist eligible participants during the contract period.

3.  Eligible Forms of Direct Client Financial Assistance

(a)  Financial Assistance must be limited term, to be provided for no more than 18 months. Assistance must terminate on or before June 30, 2004.

(b)  Amount Allowed: See Attachment 1, Table 2 for the maximum assistance allowed to each household size over 18-month maximum period.

(c)  Structure of Participant Financial Assistance:

(1)  Participant Assistance may be in one lump sum, tiered, tapered, or constant, so long as the amount of assistance to each participant does not exceed the maximum allowed.

(2)  Subrecipient will determine the structure of assistance that best meets each participants needs.

(3)  Subrecipient must take all steps necessary to ensure that assistance provided is applied to meet the eligible costs for which it is intended. This may include vouchering participant assistance directly to the intended recipient (e.g. a landlord).

(d)  Eligible Costs: Financial Assistance may be applied to assist participants with application and move-in fees, security deposits, and rent, provided that the total client assistance does not exceed the limitations set out above. Assistance may be applied to assist participants in the payment of housing-related debt, provided that the payment of such debt will eliminate a barrier to the participant accessing permanent housing.

(e)  Prohibited Costs: Financial assistance cannot be applied to pay the actual cost of moving, to provide direct case management services or to pay debts or costs not related to the obtaining or maintaining of housing.

(f)  Funds of Last Resort: Assistance under this agreement is should only be provided when all other forms of assistance for which the participant is eligible have been exhausted. Subrecipient is required to assist participants with applications for assistance where such assistance is likely to result in the participant accessing financial benefits.

C.  Cascade AIDS Project shall send a project representative to quarterly project meetings called from time-to-time and shall participate cooperatively in the development and implementation of an interim and final project evaluation.

D.  The Subrecipient will prepare quarterly progress reports on the project, which will be submitted by the Subrecipient to the City within 30 days following the end of each calendar quarter. Calendar quarters end on September 30, December 31, March 30, and June 30. The Contract Manager will provide either a reporting format or report components. The Subrecipient will prepare a final report on the project which will be submitted by the Subrecipient to the City within 30 days of the completion of this Agreement.

E.  The Scope of Work of this Agreement expressly prohibits the use of this funding to carry out lobbying activities. Lobbying activity is defined as efforts to influence Congress, any Federal agency, the State Legislature, any State agency, the City Council, any City Bureau, or other public body or agency in connection with the award of a particular contract, grant, cooperative agreement or loan. This prohibition does not extend to activities that provide factual information regarding community conditions, needs or priorities to any of the referenced bodies or agencies.

II.  Performance Measures

A.  Outputs: The successful completion of the project shall be measured against the following quantitative measures of performance:

1.  Provide financial assistance to 15 eligible households

2.  Provide case management and access to supportive services to 15 eligible households.

B.  Outcomes: The successful completion of the project shall be measured against the following outcome measures:

1.  100% of budgeted client assistance funds shall be expended to meet eligible participant expenses prior to the expiration of this agreement.

2.  At least 95% of participants will achieve a successful initial placement into permanent housing

3.  At least 80% of participants will sustain permanent housing throughout the duration of their assistance under the project

4.  At least 70% of participants will sustain permanent housing at 6 months after the termination of assistance under the project.

5.  At least 65% of participants will sustain permanent housing at 12 months after the termination of assistance.

III.  Reporting Requirements

A.  Submit to the Bureau of Housing and Community Development progress reports on the activities of the project on a quarterly basis. Reports should include a narrative description of activities undertaken, services provided and any barriers encountered in the achievement of project objectives. The reports should also include reporting of required data to be determined cooperatively by BHCD, the project evaluator and Subrecipients under the Transitions to Housing Program. At minimum, required data will include the number of households served and data necessary to determine performance under the performance measures set out in Section II. Quarterly reports shall be due 30 days after the end of each quarter.

B.  Submit to the Bureau of Housing and Community Development a final report, documenting the activities and accomplishments of the project within 30 days of the termination of this Agreement. The report will include a summary of the activities carried out by the project, services provided to clients, and accomplishments of the project.

IV.  City Project Manager

A.  The City Project Manager shall be Dawn Martin, 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.

V.  Compensation and Method of Payment

A.  Requests for payment from the Subrecipient may be submitted monthly, quarterly or as-needed for direct financial assistance.

B.  Payments requested should be for actual expenses pursuant to the Project Budget set out in Attachment C. Subrecipient may request payment for reasonable anticipated monthly expenses, provided that documentation of actual expenses covering the period in question follow within three days of completion of the period.

C.  All funds received by the Subrecipient, whether requested for actual or anticipated expenses, must be disbursed within three (3) working days of receipt.

D.  Any changes to the approved budget must be approved in writing by the City Project Manager before any expenditure of funds in new amounts or line items.

E.  Total compensation under this Agreement shall not exceed FORTY-EIGHT THOUSAND DOLLARS ($48,000).

VI.  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.

VII.  Period of Agreement

 The terms of this Agreement shall be effective as of January 1, 2003, and shall

remain in effect during any period the Subrecipient has control over CITY

funds. Work by the Subrecipient shall terminate as of June 30, 2004.

Dated this _______________ day of ________________, 2003.

CITY OF PORTLAND      CASCADE AIDS PROJECT

______________________________  _________________________________

Erik Sten          Thomas Bruner

Commissioner of Public Works    Executive Director

APPROVED AS TO FORM:

______________________

Jeffrey L. Rogers

City Attorney

ATTACHMENT A

Transitions to Housing

Table 1

Participant Income Limits

Gross Household Income Limit (20% mfi)

Table 2

Maximum Participant Subsidy

Maximum 18 Month Subsidy (calculate 1.5 persons per bedroom)

ATTACHMENT B

Transitions to Housing Project Report for Cascade AIDS Project

BENEFICIARY DATA

Reporting Period - From: To:

1. Gender

2. Race

* Totals should match.

3. Ethnicity

4. Age

5. Other

OUTCOME AND REPORTING DATA

Reporting Period - From: To:

1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Y-T-D

**Unduplicated YTD may not necessarily match the sum of the quarterly unduplicated count, since one client may be served in more than one quarter.

*** To be tracked by NWPP on an as available basis (i.e., when funds run out and clients who try to access this service cannot even though they may be eligible)

.

Narrative:

ATTACHMENT C

Cascade AIDS Project

BUREAU OF HOUSING AND COMMUNITY DEVELOPMENT

REQUEST FOR PAYMENT – Transitions to Housing

Project Name: _____________ Request For Payment #__________

Project Sponsor: _________________________________________________________

Billing Period: ______________________________

Contract Number: ___________________________

Please attach detailed information as specified in the contract

Total Amount Requested _________________

Prepared By ______________________________________ Phone No. _________________

Approved By _____________________

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

ATTACHMENT D

Project Budget