WATERSHED GRANT AGREEMENT

 Bureau of Environmental Services, City of Portland

This grant agreement is between the Bureau of Environmental Services, City of Portland, acting by and through its Elected Officials, hereafter called "City," or "BES," and the Friends of Tryon Creek State Park hereafter called “Grantee”. The City's Project Manager is Jennifer Devlin. This agreement shall become effective on December 1, 2006. This agreement shall expire, unless otherwise terminated or extended, on January 30, 2009.

The Grantee agrees to perform the work described in EXHIBIT A attached hereto. In return, BES agrees to provide up to a total of $49,897.00 on a reimbursement basis.

 Other Terms and conditions listed on page 2 and Exhibit A.

 GRANTEE DATA, CERTIFICATION, AND SIGNATURE

Name (please print): Attn:_____________________________________          

Address: ____________________________                

Social Security #: ___________________________________

Federal Tax ID #:________  State Tax ID #: _________   Business License # _________

Citizenship:  Nonresident alien ____ Yes  ____ No

Organization Designation (check one): _____ Individual____ Sole Proprietorship ____ Partnership

____ Limited Liability Co (LLC) ____ Estate/Trust ____ Corporation ____ Public Service Corp.

____ Government ____ Registered Nonprofit

Payment information will be reported to the IRS under the name and taxpayer I.D. number provided above. Information must be provided prior to agreement approval. Information not matching IRS records could subject you to 20 percent backup withholding.

I, the undersigned, agree to the terms of this agreement and to perform work outlined in the statement of work made part of this agreement.

Approved by the Grantee:    _______________________________________________________

Signature/Title          Date

CITY OF PORTLAND SIGNATURES

Approved by City Environmental Coordinator: ______________________________________________

Date

Approved by Bureau Director:  _______________________________________________________

Bureau Director          Date

Approved by City Auditor:  _______________________________________________________

City Auditor            Date

Approved as to form

by City Attorney:      _______________________________________________________

(Rev.1/99)        Office of City Attorney        Date

 CITY OF PORTLAND WATERSHED GRANT AGREEMENT

1.  Grant Award and Compensation

The Grantee agrees to perform the work described in Exhibit A. In return, BES agrees to provide up to the total compensation identified in this agreement, on a reimbursement basis upon presentation of invoices. Funds must be expended prior to the termination date shown in this agreement.

2.  Billing and Payment Procedure

Grantee must submit to the City Project Manager an invoice that includes the following: Name and Address of Grantee, Contract Number, Grantees Social Security or Business Tax ID Number, Date of Invoice, Project Name, List of items for payment (and corresponding receipts), List of tasks for which reimbursement request corresponds, and Total amount of payment request.

3.  Subcontracts and Assignment

Grantee shall not subcontract, assign or transfer any of the work scheduled under this agreement, without the prior written consent of the City. Notwithstanding City approval of a subgrantee or subcontractor, the Grantee shall remain obligated for full performance hereunder, and the City shall incur no obligation other than its obligations to the Grantee hereunder. The Grantee agrees that if subgrantees or subcontractors are employed in the performance of this Agreement, the Grantee and its subgrantees or subcontractors are subject to the requirements and sanctions of ORS Chapter 656, Workers’ Compensation.

4.  Work Product and Record

All work the Grantee performs under this agreement shall be considered a public record. BES shall be provided a copy of data, brochures, documents, plans, copyrights, specifications, working papers and any other materials the Grantee produces in connection with this agreement. On completion or termination of the agreement, the Grantee shall deliver a copy of these materials to the City Project Manager, with final report.

5a.  Indemnity - Claims for Other than Professional Liability

Grantee shall defend, save, and hold harmless the City of Portland, its officers, agents, and employees, from all claims, suits, or actions of whatsoever nature, including intentional acts, resulting from or arising out of the activities of Grantee or its subgrantees or subcontractors, agents or employees under this agreement.

5b.  Indemnity - Claims for Professional Liability

Grantee shall defend, save, and hold harmless the City of Portland, its officers, agents, and employees, from all claims, suits, or actions arising out of the professional negligent acts, errors or omissions of Grantee or its subgrantees or subcontractors, agents or employees in performance of services under this agreement.

6.  Governing Law

The provisions of this contract shall be construed in accordance with the provisions of the laws of the State of Oregon. Any action or suits involving any question arising under this contract must be brought in the appropriate court in Multnomah County Oregon.

7.  Workers Compensation Insurance

Grantee and all persons working under this agreement are subject employers under the Oregon workers compensation law and shall provide workers compensation insurance for all their subject workers. A certificate of insurance shall be attached to this agreement. Grantee agrees to maintain workers compensation insurance coverage for the duration of this agreement. If Grantee does not have commercial workers compensation insurance, Grantee agrees to accurately complete Exhibit B. If Grantee qualifies as a non-subject employer, this certification shall be maintained with this agreement as proof of that certification.

8.  Liability Insurance

Grantee shall maintain general liability insurance with a combined single limit of not less than $500,000 for each occurrence for bodily injury and property damage. It shall include contractual liability coverage for the indemnity provided in this agreement, shall provide that the City of Portland, and its agents, officers and employees are additional insured but only with respect to the services provided under this grant agreement, shall include a 30-day cancellation clause that provides that the insurance shall not terminate or be canceled without 30 days written notice first being given to the City Auditor, shall provide that coverage applies to claims between insureds on the policy, shall include coverage for damages or injuries arising out of the use of automobiles or other motor vehicles by Grantee, and Grantee agrees to maintain continuous, uninterrupted coverage for the duration of this grant agreement. Failure to maintain this insurance shall be cause for immediate termination of this agreement by the City. Grantee shall have all participants sign the Liability Waiver provided by BES.

WATERSHED GRANT AGREEMENT

EXHIBIT A Scope of Work and Budget

Revised 10/11/06

Scope of Work

The Friends will:

For the Tryon Creek at Hwy 43 Culvert Replacement, Stream Enhancement and Outreach Project

1.  Provide Tryon Creek Watershed Council with staff support for community outreach and restoration on private and public properties January1, 2007 through June 30, 2007.

2.  Provide interpretation of the culvert replacement and stream enhancement through displays at the TCSP Nature Center, written materials and field trips to site by June 30, 2007.

For the OWEB Grant for Iron Mountain Stream Enhancement Project

1.  Provide Tryon Creek Watershed Council with staff support for community outreach and restoration on private and public properties.

1.  Through TCWC staff provide education materials to visitors and landowners about current projects and what residents can do to improve the Tryon Creek Watershed.

2.  Realign trail near Iron Mountain project site away from Tryon Creek.

3.  Provide documentation to BES of Friends in-kind match for OWEB grant ($3,900 for Executive Director and $30,000 for volunteers) throughout the grant period.

For the National Fish and Wildlife Foundation Grant Project

1.  Hold education workshop for professionals on brush dam project.

2.  Hire brush dam project contractor for stream assessment, dam design, volunteer training/installation, supervision and post project assessment.

The City of Portland, BES will:

For the Tryon Creek at Hwy 43 Culvert Replacement and Outreach Project

1.  Provide a representative from BES to serve on the TCWC.

2.  Provide project information to Friends staff and content review for outreach materials.

For the OWEB Grant for Iron Mountain Stream Enhancement Project

1.  Provide a representative from BES to serve on the TCWC.

For the National Fish and Wildlife Foundation Grant

1.  Provide support for permitting brush dams through various City, state and federal agencies.

2.  Document for grant reporting purposes a $1500 in-kind match for BES staff.

Budget and Payment Schedule

TCWC staff for community outreach/restoration        $10,000

Interpretation of Hwy 43 culvert replacement and stream enhancement  $10,000

TCWC staff support for community outreach/restoration      $19,472

Education Materials for TCWC staff  watershed wide outreach    $ 1,000

Education Materials for Friends staff to interpret Iron Mtn      $ 1,000

Realign trail near Iron Mountain project site away from Tryon Creek  $ 3,000

To be billed to OWEB grant 145-32-130 #8429 by 1/30/09        $ 4,000

Hold brush dam education workshop for restoration professionals    $ 425

Contractor to design dams plus train & supervise volunteers    $ 5,000

Total grant agreement              $49,897

WATERSHED GRANT AGREEMENT

EXHIBIT B

INDEPENDENT CONTRACTOR CERTIFICATION STATEMENT

FOR GRANTEES WITHOUT COMMERCIAL WORKERS COMPENSATION INSURANCE

SECTION A

ORS 670.600 Independent contractor; standards. As used in various provisions of ORS Chapters 316, 656, 657, and 701, an individual, organization or business entity that performs labor or services for remuneration shall be considered to perform the labor or services as an "independent contractor" if the standards of this section are met. The contracted work meets the following standards:

1.  The individual or business entity providing the labor or services is free from direction and control over the means and manner of providing the labor or services, subject only to the right of the person for whom the labor or services are provided to specify the desired results;

2.  The individual or business entity providing labor or services is responsible for obtaining all assumed business registrations or professional occupation licenses required by state law or local government ordinances for the individual or business entity to conduct the business;

3.  The individual or business entity providing labor or services furnishes the tools or equipment necessary for performance of the contracted labor or services;

4.  The individual or business entity providing labor or services has the authority to hire and fire employees to perform the labor or services;

5.  Payment for the labor or services is made upon completion of the performance of specific portions of the project or is made on the basis of an annual or periodic retainer.

____________________________________________________________  ____________________________

Project Manager Signature              Date

____________________________________________________________________________________________________________

SECTION B

Independent contractor certifies he/she meets the following standards:

1.  The individual or business entity providing labor or services is registered under ORS Chapter 701, if the individual or business entity provides labor or services for which such registration is required;

2.  Federal and state income tax returns in the name of the business or a business Schedule C or farm Schedule F as part of the personal income tax return were filed for the previous year if the individual or business entity performed labor or services as an independent contractor in the previous year; and

3.  The individual or business entity represents to the public that the labor or services are to be provided by an independently established business. Except when an individual or business entity files a Schedule F as part of the personal income tax returns and the individual or business entity performs farm labor or services that are reportable on Schedule C, an individual or business entity is considered to be engaged in an independently established business when four or more of the following circumstances exist. Contractor check four or more of the following:

_____  A.  The labor or services are primarily carried out at a location that is separate from the residence of an individual who performs the labor or services, or are primarily carried out in a specific portion of the residence, which portion is set aside as the location of the business;

_____  B.  Commercial advertising or business cards as is customary in operating similar businesses are purchased for the business, or the individual or business entity has a trade association membership;

_____  C.  Telephone listing and service are used for the business that is separate from the personal residence listing and service used by an individual who performs the labor or services;

_____  D.  Labor or services are performed only pursuant to written contracts;

_____  E.  Labor or services are performed for two or more different persons within a period of one year; or

_____  F.  The individual or business entity assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided.

______________________________________________________  ____________________________

Contractor Signature/Title            Date