GRANT AGREEMENT NO:
An agreement between the CITY OF PORTLAND, OREGON (City) and OREGON TROUT (Grantee) for the purpose of building the capacity of the Sandy River Basin Partners to obtain funding to implement the Short-Term Sandy River Basin Salmon Habitat Conservation and Restoration Strategy.
RECITALS:
1. The City of Portland Water Bureau funds programs and projects for the purposes of complying with the federal Endangered Species and Clean Water Acts.
2. Improving water quality, physical habitat and stewardship for the Sandy River basin are goals set forth in the Bull Run Water Supply Habitat Conservation Plan (Habitat Conservation Plan).
3. The Grantee, Oregon Trout, is a charitable and non-profit public benefit corporation dedicated to protecting and restoring native wild fish and the ecosystems that sustain them.
4. The Sandy River Basin Partners (Partners) have authorized the Grantee, Oregon Trout, to act on behalf of the Partners to use grant funds to help implement the Short-Term Sandy River Basin Salmon Habitat Conservation and Restoration Strategy (Restoration Strategy), which is anticipated to require approximately $20,000,000 from multiple funding sources over a 10 year period.
5. Coordinated effort by the Partners to implement the Restoration Strategy will assist the City to meet its obligations under the Habitat Conservation Plan.
6. The City now desires to enter into a formal grant agreement with the Grantee in the amount of $25,000 for the purpose of building the capacity of the Partners to obtain additional funding to help implement the Restoration Strategy.
AGREED:
I. Scope of Grantee Activities
SERVICES: The Grantee shall use the grant to accomplish the following:
A. Execute and manage a four to six month contract or contracts with competent third parties to provide the services described in Attachment A.
B. Serve on the Partner Steering Committee charged with managing the contract.
C. Take direction of the Partner Steering Committee for contract management and amendment, as necessary.
D. Receive and pay invoices for work performed under the third party contact or contracts executed to provide the services described in Attachment A.
The Grantee shall use no more than $750 of the grant to manage the third party contract or contracts contemplated in this grant. The remaining grant money shall be available for contractor payments.
II. Reporting
A. Progress Report: Grantee shall furnish the City Grant Manager and the Partners with brief monthly reports describing progress toward completion of the work funded by this Grant, any implementation changes directed by the Steering Committee, and any obstacles foreseen in the coming month. At the end of the third party contract contemplated by this grant, Grantee shall provide to the City a summary report of the work accomplished under the grant.
B. Financial Reports: Grantee shall furnish the City Grant Manager and the Partners a brief monthly accounting of grant monies expended for that month and monies remaining available in grant funds. At the end of the third party contract contemplated by this grant, Grantee shall provide to the City a summary financial report and proof of grant fund expenditures.
C. Schedule: Grantee shall provide monthly reports in advance of the monthly Steering Committee meetings described in Attachment A. Final summary reports are due within 60 days of the end of the third party contract contemplated by this grant.
V. Funding, Method of Payment & Audit Requirement
A. The City shall provide funding not to exceed $25,000 to the Grantee for purposes described in Part I above.
B. Grantee shall be required to cooperate with a City audit of all expenses.
VI. Project Managers
A. The City’s Grant Manager shall be Janet Senior, or such other persons as shall be designated in writing by the Portland Water Bureau Administrator. The City Grant 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 all other city actions referred to herein. All formal, written communication to the Portland Water Bureau regarding the agreement should be directed to the City Grant Manager.
B. The Grantee’s Project Manager is to be Mark McCollister. All formal written communication regarding the agreement should be directed to its Project Manager. The Grantee’s Project Manager is authorized to approve all financial and performance reports.
VII. Defaults and Remedies
A. A default will consist of:
(1) any use of Grant funds for any purpose other than activities related to the conditions of the grant;
(2) any breach of any covenant, agreement, provision, representation, or warranty of the Grantee made in this Grant Agreement;
(3) the failure to perform in accordance with this Grant Agreement;
(4) an assignment for the benefit of creditors or admission in writing of its inability to pay its debts generally as they become due, the appointment of a receiver, liquidator or trustee of the Grantee, or an adjudication of the Grantee a bankrupt or insolvent, or the filing of any petition for bankruptcy, reorganization or arrangement pursuant to the federal Bankruptcy Reform Act, or any similar Federal or state statute by or against the Grantee; or any proceeding for the dissolution, reorganization or liquidation of the Grantee is instituted; unless any such appointment, adjudication, petition, or proceeding is involuntary and not consented to by the Grantee and the same is discharged, stayed or dismissed within 60 days after it is instituted; and
(5) a failure by the Grantee to commence, to the satisfaction of the City, work under any conditions of the grant by February 1, 2009 unless the start date is modified by mutual agreement of the City and the Grantee.
(6) a failure by the Grantee to complete, to the satisfaction of the City, work under any conditions of the grant by June 30, 2009 unless the end date is modified by mutual agreement of the City and the Grantee.
B. Promptly upon the discovery of any default with respect to any conditions of the grant, the Grantee shall:
(1) give prompt written notice to the City;
(2) to the fullest extent possible, vigorously pursue or cause to be pursued all remedies available to Grantee to remove or cure such default, obtain redress therefore and minimize the effects of the default, including all reasonable efforts under the circumstances to complete the conditions of the grant.
C. Upon the occurrence of any default, the City may reduce or recapture the Grant or take other appropriate action. For purposes of this section, "other appropriate action" means any remedial action legally available. In the event that the City makes such a determination, then the Grantee will deliver to the City certified, true copies of all documents in its possession relevant to the defaulted conditions of the grant.
D. CHANGES. The City or Grantee may, from time to time, request changes in writing in the terms and conditions hereunder. If all parties agree, such changes shall be incorporated in written amendments to this agreement.
Changes in funding up to twenty-five percent of the agreement total must be approved by the Portland Water Bureau Administrator. Any change that exceeds twenty-five percent of the original funding amount requires City Council approval.
E. NON-DISCRIMINATION. In carrying out activities under this agreement, the Grantee shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, handicap, familial status or national origin. The Grantee 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 Grantee 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 subcontractors), and Chapter 23 – Civil Rights.
F. ACCESS TO RECORDS AND RIGHT TO AUDIT. Upon reasonable notice, and for a period of no less than three years after execution of this Agreement, the City shall have access to and the right to inspect, copy, and audit any books, general organizational and administrative information, documents, papers, and records of the Grantee which are directly pertinent to this agreement, for the purpose of making audit or monitoring, examination, excerpts, and transcriptions. All required records must be maintained by the Grantee per OAR 166 Division 200.
G. MAINTENANCE OF RECORDS. The Grantee shall maintain fiscal records on a current basis to support its billings to the City. The Grantee shall retain fiscal as well as all records relating to program management and operation, program beneficiaries, demographics and eligibility for inspection, audit, and copying. 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 Grantee regarding its billings or its work hereunder.
H. AUDIT OF PAYMENTS. Upon reasonable notice, the City, either directly or through a designated representative, may audit the records of the Grantee at any time during the duration period established by Section F above.
If an audit discloses that payments to the Grantee were in excess of the amount to which the Grantee was entitled, then the Grantee shall repay the amount of the excess to the City.
I. INDEMNIFICATION. The Grantee 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 actions or omissions of Grantee, its employees, agents, or contractors related to this agreement. The City, to the extent allowed by the Oregon Constitution and as limited by the Oregon Tort Claims Act, shall hold harmless, defend, and indemnify Oregon Trout and its 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 actions or omissions of the City, its employees, agents, or contractors related to this agreement.
J. 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 agreement or the proceeds thereof.
No board of director member or employee of the Grantee, during his or her tenure or for one year thereafter, shall have any direct financial interest in this agreement or the proceeds thereof.
No City Officer or employees who participated in the award of this agreement shall be employed by the Grantee during the agreement.
K. OREGON LAWS AND FORUM. This agreement shall be construed according to the laws of the State of Oregon.
Any litigation between the City and the Grantee arising under this agreement or out of work performed under this agreement 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.
L. COMPLIANCE WITH LAWS. In connection with its activities under this agreement, the Grantee shall comply with all applicable federal, state, and local laws and regulations.
M. PROGRAM AND FISCAL MONITORING. The City shall monitor on a regular basis to assure agreement compliance. Such monitoring may include, but is not limited to, on site visits, telephone interviews, and review of required reports and will cover both programmatic and fiscal aspects of the agreement. The frequency and level of monitoring will be determined by the City Project Manager.
N. 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.
O. INTEGRATION. This agreement contains the entire agreement between the City and the Grantee and supersedes all prior written or oral discussions or agreements.
P. PUBLICITY. Publicity regarding the project shall note participation of the City of Portland.
VIII. Period of Agreement
The term of this agreement shall be effective as of _______________, 2009 and shall terminate effective ______________, 2009. The obligations and duties of this Agreement shall be binding on the Grantee during any period the Grantee has control of funds or program income under this agreement.
IX. Assignment: Unless expressly terminated, this grant agreement shall remain in effect without need for amendment or modification in the event either party changes its
name during the grant agreement’s term.
Dated this Day of , 2009.
CITY OF PORTLAND OREGON TROUT
_________________________ ________ _______________________ ___________
David G. Shaff Date Alan Horton Date
Administrator Managing Director
Portland Water Bureau Oregon Trout
APPROVED AS TO FORM:
_________
Linda Meng Date
City Attorney