EXHIBIT A

Subrecipient Contract

Contract No. ___________

Ending Homelessness Projects

This subrecipient contract is between the City of Portland, acting by and through its Bureau of Housing and Community Development, hereafter called "City" and       hereafter called Subrecipient to pay for winter housing services to homeless women.

1.  Effective Date and Duration

This contract shall become effective on      . This contract shall terminate on June 30, 2008.

2.  Contract Manager

Each party has designated a contract manager to be the formal representative for this project. All reports, notices, and other communications required under or relating to this subrecipient contract shall be directed to the appropriate individual identified below. The City contract manager is authorized to approve work and billings hereunder, to give notices referred to herein, to terminate the Contract as provided herein, and to approve all changes except those that increase the total contract amount.

3.  Scope of Services

The statement of work is contained in Section I.

4.  Compensation

The amount of compensation shall not exceed $      in the City FY 2007-08 Fall BUMP One-Time-Only General Funds. The compensation requirements are contained in Section IV.

5.  Reporting

The Reporting requirements are contained in Section III.

6.  List of Exhibits

The following Exhibits are attached hereto and incorporated by reference into this contract:

I.  Scope of Services

The Subrecipient shall provide the following services:

II.  Performance Measures

A.  Subrecipient will track and report on achievement of the following accomplishments (outputs) by program and in the aggregate during the period of this contract:

B.  Subrecipient will track and report on exit destinations.

III.  Periodic Reporting

A.  Subrecipient will submit program reports on a monthly, quarterly basis and City fiscal year basis. Reports will be submitted using the report form attached as Exhibit A, or in a format agreed upon by the Contract Manager, and will include:

•  Demographic data regarding age, race/ethnicity, gender, veteran’s status, homeless status and other characteristics must also be reported for those clients assisted and placed in housing by Subrecipient.

•  Performance data related to Section II.

Monthly program reports will be submitted on or before the following dates: December 14, 2007; January 15, 2008; February 15, 2008, March 14, 2008 and April 30^th, 2008. Quarterly program reports will be submitted on or before the following dates: January 31, 2008 and April 30^th, 2008. Due to the contract timeline, a year end data and performance report will be submitted on or before April 30, 2008.

B.  Financial reports will be submitted within 30 days of the end of the reporting period using the invoice form attached as (Exhibit B) on the dates listed above or may be submitted monthly.

B.  Late program reports will delay payment until the program report has been received by the City.

IV.  Compensation, Method of Payment and Audit Requirement

A.  The City will reimburse the Subrecipient for actual or anticipated expenses in accordance with the Budget (Exhibit B). Funds will be disbursed to the Subrecipient for:

1.  Actual expenditures, upon submission of copies of receipts or other acceptable documentation, or

2.  Anticipated expenditures, upon submission of a bid, official estimate or purchase order.

B.  All funds received by the Contractor, whether for actual or anticipated expenditures, must be disbursed within three (3) working days of receipt.

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

D.  No funds under this Contract may be used to purchase non-expendable personal property or equipment. Funds may be used to pay for lease or rental of equipment if approved in advance by the City Contract Manager.

E.  The payments made under this Contract shall be full compensation for work performed, for services rendered, and for all labor, materials, supplies, equipment and incidentals necessary to perform the work and services.

F.  Total compensation under this Contract shall not exceed $      DOLLARS ($     ).

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 Contract. 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 Contract 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 Contract 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 to be approved by the Bureau Director. Any change that increases in total the amount of compensation payable to the Subrecipient to $100,000 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 $100,000. Other changes, including changes to scope of work and budget line items, may be approved by the Project Manager.

E.  NON-DISCRIMINATION. During the performance of this Contract, the Subrecipient agrees as follows:

1.  The Subrecipient will comply with the non-discrimination provisions of Title VI of the Civil Rights Act of 1964 (24 CFR 1), Fair Housing Act (24 CFR 100), and Executive Order 11063 (24 CFR 107).

2.  The Subrecipient will comply with prohibitions against discrimination on the basis of age under Section 109 of the Act as well as the Age Discrimination Act of 1975 (24 CFR 146), and the prohibitions against discrimination against otherwise qualified individuals with handicaps under Section 109 as well as section 504 of the Rehabilitation Act of 1973 (24 CFR 8).

All organizational policies, procedures and practices must comply with federal, state and local fair housing laws. All residents, applicants and clients are protected from discrimination based on race, color, national origin, sex, familial status (presence of children under 18), disability (physical, mental, developmental, etc.), marital status, source of income, sexual orientation, gender identity or age (over 18 years).

This includes:

•  Using consistent eligibility criteria and screening procedures

•  Insuring that there are no policies, procedures or practices that discriminate against a protected class or have a discriminatory impact on a protected class

•  Insuring all requirements of residents/clients are enforced consistently

•  Protecting residents against harassment based on protected class

•  Protecting the confidentiality of residents and applicants by not inquiring about the nature of or extend of a disability

•  Having a clear protocol for responding to requests from residents or applicants with disabilities for reasonable modifications or reasonable accommodations

•  Insuring lead staff has attended fair housing training, whether provided internally or externally.

3.  The Subrecipient will comply with the equal employment and affirmative action requirements of Executive Order 11246, as amended by Order 12086 (41 CFR 60).

4.  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.

5.  Subrecipient will comply with the Americans with Disabilities Act (42 USC 12131, 47 USC 155, 201, 218 and 225), which provides comprehensive civil rights to individuals with disabilities in the areas of employment, public accommodation, state and local government services and telecommunications. The Act also requires the removal of architectural and communication barriers that are structural in nature in existing facilities. For CDBG and/or HOME funded projects, the Subrecipient will also comply with affirmative marketing policy and outreach to minorities and women and to entities owned by minorities and women per 24 CFR 92.351 and/or 24 CFR 570.601(a)(2), if the funds will be used for housing containing 5 or more assisted units.

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 Contract, 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 Contract and shall be incorporated herein and made a term and part of this Contract. The Subrecipient further agrees to maintain worker's compensation insurance coverage for the duration of this Contract.

(b). In the event the Subrecipient's worker’s compensation insurance coverage is due to expire during the term of this Contract, 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 Contract. In this case, the Questionnaire shall be attached to this Contract and shall be incorporated herein and made a term and part of this Contract. Any misrepresentation of information on the Questionnaire by the Subrecipient shall constitute a breach of this Contract. In the event of breach pursuant to this subsection, City may terminate the Contract 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 Contract. 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 Contract 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 expending $500,000 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 Contract is found to be illegal or unenforceable, this Contract nevertheless shall remain in full force and effect and the provision shall be stricken.

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

U.  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 and Contract

The obligations and duties of this Contract shall be binding on the Subrecipient during any period the Subrecipient has control of funds or program income under this Contract, or during any period of affordability relative to any project funded under this Contract.

SUBRECIPIENT  CITY OF PORTLAND  

Authorized Signature  Date    William White, Director    Date

Bureau of Housing and

Community Development

Print or type Name and Title

       APPROVED AS TO FORM:

               Linda Meng        Date

               City Attorney

Gary Blackmer      Date

City Auditor

EXHIBIT A (page 1 of 2)

Quarterly Report for       Women’s Winter Housing

BENEFICIARY DATA

Reporting Period From: ____________ To: ____________

Unduplicated Demographic Information

Race/Ethnicity

Age

Other Characteristics

*Totals Should Equal

CHECK OUT REASON

EXHIBIT A (page 2 of 2)

Monthly Report for       Women’s Winter Housing

BENEFICIARY DATA

Reporting Period From: ____________ To: ____________

*YTD will not be total of monthly columns, since some individuals will receive shelter during more than one month.

EXHIBIT B

      – Women’s Winter Housing

BUDGET AND REQUEST FOR PAYMENT

(One-Time General Funds)

City of Portland/BHCD

Attn: Liora Berry

421 SW 6^th Avenue, Suite 1100

Portland, Oregon 97204

Project Name: TPI Women’s Winter Housing

Request for Payment #        

Billing Period: ______________________________

Contract Number:          

Total Amount Requested:          

Prepared By:                Phone No.:      

Email:                          

TPI/Approved By              Dated:        

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