RENT WELL PROGRAM CERTIFIED INSTRUCTOR MEMO OF AGREEMENT

By creating a user account, you agree to have read, understood, and will follow this RENT WELL PROGRAM CERTIFIED INSTRUCTOR AGREEMENT (the “Agreement”), which is by and between Transition Projects (the “Lead Agency”) and you (the “User”).

I. DEFINITIONS
For purposes of this Agreement, the following words have the meanings set forth next to them:
a. “Affiliated Individual” means an individual who is either employed as staff or in a volunteer role at a Community Agency Partner that is eligible to go through the Tenant Educator Academy to become a Certified Instructor or Trained Case Manager.
b. “Certified Instructor” means an individual who has completed the Rent Well Tenant Educator Academy, passed required knowledge tests, signed additional agreements, such as a Rent Well Program Certified Instructor Agreement, and remains compliant with recertification requirements.
c. “Curriculum” means the Rent Well Program tenant educational materials.
d. “Curriculum Materials” means the Rent Well Program Student Workbook, Instructor Manual, Student Information Form, Course Evaluation, and other such documents developed as part of the Curriculum.
e. “Graduate” means a Tenant Training Course Student who has met all graduation requirements and received a graduation certificate.
f. “Landlord Incentive Fund” means a potential paired financial program that incentivizes landlords to accept Graduates as tenants, which is administered by the Lead Agency in most cases.
g. “Purpose” is to provide information and tools to the Target Population to acquire stable rental housing.
h. “Rent Guarantee Program” means an Oregon-specific program that incentivizes landlords to accept Tenant Training Graduates as tenants. It is administered by Oregon Housing and Community Services and its partner agencies for use in the State of Oregon.
i. “Student” means persons in the Target Population who attends a Tenant Training delivered by a Certified Instructor using the Curriculum and Curriculum Materials.
j. “Tenant Training Course” means training given to Students using the Curriculum and Curriculum Materials by a Certified Instructor to further the Purpose.
k. “Tenant Educator Academy” means the Rent Well instructor certification training delivered by the Lead Agency that an Affiliated Individual completes one of two tracks to become either a Certified Instructor or Trained Case Manager.
l. “Trained Individual” means an Affiliated Individual who, in the past, has participated in and/or passed the requirements associated with Tenant Educator Academy but does not currently meet the Certified Instructor guidelines.
m. “Trained Case Manager” means an Affiliated Individual who has taken the case manager track of the Tenant Educator Academy but has not completed the additional requirements to become a Certified Instructor and cannot teach Tenant Training Courses.
n. “Target Population” means a person or persons with low income and one or more barriers to renting who are seeking information regarding tenant rights and responsibilities.
o. “User” means the individual creating an online account with the intention of becoming a Rent Well Student, Certified Instructor, Trained Individual, or Trained Case Manager.

II. TERM
This Agreement is effective as of the date of completing and passing all requirements of the Tenant Educator Academy and, unless terminated in writing by either party, shall be effective for one year so long as the Certified Instructor is affiliated with a current Community Agency Partner, teaches at least one Tenant Training a year, and completes recertification requirements every other year. This agreement shall automatically terminate if the Certified Instructor fails to complete any recertification requirements.

III. RESPONSIBILITIES
a. MAINTAINING CERTIFICATION…
i. The Certified Instructor must teach at least one class per year and must attend one of the re-certification sessions every two years in order to maintain their certification. They must also be currently affiliated with at least one Community Agency Partner. A Certified Instructor may transfer or expand their certification/ affiliation to another agency (unlicensed agencies must purchase a license prior to this transfer/expansion) by notifying the Lead Agency.

b. LANDLORD GUARANTEE AND RENT GUARANTEE PROGRAMS.
i. Lead Agency will clearly communicate with the Certified Instructor as to whether their affiliated Community Agency Partner(s) are permitted to access either or all Landlord Incentive Fund and Rent Guarantee Program programs within the Community Agency Partner’s territory and the requirements for so accessing such a program.
ii. Lead Agency may modify or terminate the Landlord Incentive Fund at any time by providing the Community Agency Partner with prior written notice of the modification or termination of the program.
iii. Lead Agency will provide the Community Agency Partner with branded marketing flyers for landlords who may accept Rent Well Graduates as tenants and participate in the Landlord Incentive Fund.
iv. Certified Instructors in Oregon are required to review and read the attached addendum related to the Rent Guarantee Program Requirements.

c. COMMUNICATIONS REQUIREMENTS.
i. The Certified Instructor will provide the Lead Agency their Community Agency Partner’s assigned email address (unless the Certified Instructor is a volunteer and does not have an agency e-mail address). The Certified Instructor will check their email on at least a weekly basis.
ii. Thirty (30) days before a new Tenant Training Course with slots open to the public begins, Certified Instructor will provide the Lead Agency notice of the upcoming Tenant Training including in who is eligible to take the Tenant Training Course the time, date, location, and contacts and information.

d. MONITORING REQUIREMENTS. The Certified Instructor will cooperate with the Lead Agency or affiliated Community Agency Partners in their attempts to:i. Ensure that the Certified Instructor confirms that Students have met graduation requirements.
ii. Monitor delivery of the Tenant Training Course, Curriculum, and Curriculum Materials by the Certified Instructors to ensure quality.
iii. Promptly address any quality issues if the Tenant Training, Course Curriculum, and Curriculum Materials are not being delivered in a high-quality, professional manner.

e. REPORTING REQUIREMENTS. Lead Agency may establish reporting requirements for the Certified Instructors as part of its written policies. The Certified Instructor will submit needed documents and information to Lead Agency within 10 business days after a Student becomes a Graduate.

f. RELEASE OF INFORMATION. Moreover, the Certified Instructors must ensure Students sign a release of information at the first class to permit the Lead Agency to monitor class and release specific information when needed.

IV. DELIVERY OF THE CURRICULUM.
In addition to the requirements set forth in this Agreement, the Certified Instructor is responsible for the following:
a. The Certified Instructor cannot charge a fee to Students to attend the Tenant Training Course. However, the affiliated Community Agency Partner may charge a fee to or on the behalf of the Students if necessary to cover costs to deliver the Tenant Training Course but must submit a formal request in writing to the Lead Agency about planned fees and costs breakdown prior to advertising or collecting the fees to be reviewed for approval. Fees should only be intended to cover the cost of delivering the Tenant Training Course and should not indeed to make a profit.
b. The Certified Instructor may only disclose Student information as permitted by the Student in the signed Student release.
c. The Certified Instructor cannot deliver the Curriculum independently and must be affiliated with a current Community Agency Partner.
d. Lead Agency will collect feedback regarding the Curriculum and Curriculum Materials from the Certified Instructor and provide that feedback to Lead Agency and/or Community Agency Partner at least once per year.
e. The Certified Instructor will use and follow the Curriculum and Curriculum Materials in each Tenant Training Course to ensure that learning objectives are adequately covered.
f. No omissions will be made to the instructional content of Tenant Training, Course Curriculum, or Curriculum Materials.
g. The Tenant Training Course, Curriculum, and Curriculum Materials in whole or in part may not be used in the creation of a new course.
h. Curriculum updates created by the Lead Agency, which may be forwarded electronically, will be promptly inserted into Instructor Manuals and/or Student Workbooks.
i. The Certified Instructor will permit the Lead Agency, or their Community Agency Partner staff or other representatives to monitor the Tenant Training Course and Curriculum delivery in class, and collect feedback from Students through surveys and any other evaluation methods that Lead Agency deems reasonable.
j. The Certified Instructor will ensure Students complete class evaluation forms at the last class. The Certified Instructor will use evaluations to improve class delivery, report Curriculum-based concerns to Lead Agency. In addition, The Certified Instructor will provide copies of all evaluation forms to Lead Agency upon request.
k. The Certified Instructor will provide Students with a way to keep all their class materials together including a copy of the Student Workbook and their Housing Portfolio.
l. The Certified Instructor will issue Students with graduation certificates, upon the Student meeting the graduation standards, as set forth in Section VI(d), below.
m. Lead Agency will make the Curriculum and Curriculum Materials available to the Certified Instructor in a form deemed appropriate by Lead Agency.

V. NONDISCLOSURE.
All information regarding Students received through the Tenant Training Course shall be treated as confidential by the Certified Instructor (except if disclosure is permitted through a signed information release by Students). The Certified Instructor will hold such information in confidence, except as required by law or auditors, and as needed by to perform reporting obligations associated with this Agreement. However, these non- disclosure and non-use provisions do not apply after and to the extent such information: (i) is or becomes generally available to the public through no act or failure to act by the Certified Instructor; (ii) was already in the Certified Instructor’s possession at the time of its disclosure as shown by The Certified Instructor’s prior written records; (iii) is subsequently disclosed to the Certified Instructor on a non-confidential basis by a third party or by Student without violating any obligation of secrecy relating to the information disclosed; or (iv) is subsequently developed independently by an employee or agent of the Certified Instructor who did not have access to the information. Neither party will use the name of the other in publicity releases, referrals, advertising, or similar activity without the prior consent of the other.

VI. COMMUNITY STANDARDS
a. The Certified Instructor must use the recommended session length for each section, deliver all sessions to Student in order, and cover all Curriculum content to graduate Students. The Certified Instructors may offer sessions of the Tenant Training Course that cover no more than four sections at a time.
b. The Certified Instructor must adhere to an instructor-student ratio of no more than 1 Instructor to 12 Students (or a 2:24 ratio) unless the Certified Instructor received a waiver from Lead Agency. The Certified Instructors may use teaching assistants who are not Certified Instructors, but they may not be counted for the purposes of acceptable instructor-student ratio.
c. The Certified Instructor must honor the following attendance policy:
i. If a Student misses the first section of the curriculum, the Student must be dropped from that Tenant Training course but may enroll in a future Tenant Training course.
ii. If a Student misses up to two sections of the Curriculum (other than the first section), the Student must make up that section(s) by reviewing the material with the Certified Instructor. This review session must be documented.
iii. If a Student misses more than 15 minutes of a section, the Student is considered to be absent from that section.
iv. If a Student misses more than two sections, regardless of completing make-up sessions, the Student may not graduate. If a Student is absent as defined in VI(c)(ii) and VI(c)(iii) above, the Student cannot graduate, but Student may enroll in a future Tenant Training series.
d. The Certified Instructor must not allow Students to graduate unless they meet the minimum attendance, assignment completion, and graduation requirements laid out in the Curriculum and Curriculum Materials.

VII. LICENSING
a. OWNERSHIP OF CURRICULUM. All materials licensed through this Agreement, including the Curriculum, Curriculum Materials, and the Rent Well Trademarks, are owned or controlled by the Lead Agency or by the party credited as the provider of a portion of the Curriculum and Curriculum Materials. The Certified Instructor agrees to abide by all notices of copyright, trademark, or other intellectual property rights, information, or restrictions contained in any Curriculum and Curriculum Materials. Without limiting the foregoing, the Certified Instructor specifically acknowledges and agrees that all information licensed pursuant to this Agreement is subject to restrictions as described herein.
b. LICENSING FEES. The Community Agency Partner is responsible for paying a one-time fee as described on the Community Agency Partner Memo of Agreement at the time of signing the Community Agency Partner Memo of Agreement. The Community Agency Partner’s Certified Instructors will have use of the curriculum and curriculum materials. Certified Instructors will have access to the most recent versions of the curriculum materials that do not require a re-certification training.
c. COPYRIGHT. Subject to the terms set forth in this Agreement and for the Term (unless earlier terminated), Lead Agency grants to Community Agency Partner a limited, nonassignable, nontransferable, royalty-free, non-sublicensable and non-exclusive license to reproduce and distribute the Curriculum for the sole purpose of enabling its affiliated Certified Instructor to teach the Tenant Training Course using the Curriculum and Curriculum Materials solely for purpose of reaching the Target Population.
i. Community Agency Partner may charge a fee to or on behalf of the Students if necessary to cover costs to deliver the Tenant Training Course but must submit a formal request in writing to the Lead Agency about planned fees and cost breakdown prior to advertising or collecting the fees to be reviewed for approval. Fees should only be intended to cover the cost of delivering the Tenant Training Course and should not be intended to make a profit.
d. LIMITATIONS. The Certified Instructor may not reproduce, sell, share or otherwise distribute the Curriculum and Curriculum Materials if not in strict accordance with this Agreement.
e. NON-COMPETE. The Certified Instructor is prohibited from developing a similar curriculum while under this agreement and during the following three (3) years after this Agreement is terminated.
f. MODIFYING CURRICULUM. The Certified Instructor may not, in any case, modify, change or create derivative works of the Curriculum and Curriculum Materials without Lead Agency’s prior written approval, which may be denied for any reason. Supplemental materials shall not be incorporated into the Curriculum or Curriculum Materials and shall not use the Rent Well brand. The Certified Instructor shall not supplement the Curriculum using materials from any third-party tenant education programs under any circumstances.
g. UPDATING THE CURRICULUM. The Certified Instructor may propose updates to the Curriculum and Curriculum Materials to the Lead Agency in writing. It is Lead Agency’s discretion as to whether Lead Agency will move forward with the proposed updates. Any updates, modifications, or changes to the Curriculum and Curriculum Materials will be provided by the Lead Agency to the Certified Instructors affiliated with the Community Agency, either in writing or electronically.
h. USE OF RENT WELL NAME, BRAND, AND LOGO.
i. Subject to the terms set forth in this Agreement and for the Term (unless earlier terminated) the Lead Agency hereby grants a limited, non-exclusive, non- sublicensable, non- transferrable, and royalty-free license to Community Agency Partners to use the Rent Well name, brand, and logo (as set forth on Attachment B, collectively, the “Rent Well Marks”) when marketing or delivering the Curriculum in the Territory to potential Students and landlords who may participate in the Landlord Incentive Fund or Rent Guarantee Program programs. All usage of the Rent Well Marks, in addition to the requirements contained herein, must be in accordance with the Trademark Style Manual, which may be updated from time-to-time by the Lead Agency.
ii. The Rent Well Marks cannot be applied to other rental education programs without written permission from Lead Agency.
iii. The Rent Well Marks must be printed in black and white/grayscale or the branded teal color, not in other colors.
iv. The Community Agency Partner is strictly prohibited from creating its own landlord marketing materials using the Rent Well Marks, however, it may create marketing flyers to recruit the Target Population.
v. The Certified Instructor recognizes the value of the goodwill associated with the Rent Well Marks and acknowledges that the Rent Well Marks and all rights therein, including the goodwill pertaining thereto, belong exclusively to, and will inure to the benefit of, the Lead Agency.
vi. The Certified Instructor will comply with the marking provisions of the trademark laws of the Territory. The following marking must be included on any other materials, including the Rent Well Marks, as an acceptable form of marking: “Rent Well is a trademark of Transition Projects, used under sublicense by [name of Community Agency Partner].”

VIII. POLICING
The Certified Instructor agrees to notify Lead Agency promptly of any suspected or known improper or unauthorized use of the Curriculum, Curriculum Materials, Tenant Training Course, or Rent Well Marks by third parties. No action, other than the above notification to the Lead Agency, shall be taken by The Certified Instructor for enforcement of the Curriculum, Curriculum Materials, Tenant Training, or Rent Well Marks. It is the intent of the parties that the Lead Agency be primarily responsible for all infringement enforcement, in the Lead Agency’s sole discretion. In the event the Lead Agency pursues litigation or administrative proceedings against any third party for infringement of the Rent Well Agreements, Marks, Tenant Training, Curriculum Materials, or the Curriculum, the Lead Agency shall solely control the prosecution of any such litigation or proceeding. In the prosecution of any such litigation or proceeding, the Certified Instructor agrees to execute any and all documents and to do such other acts or things as may be necessary to carry out such prosecution, in the reasonable opinion of the Lead Agency’s counsel.

IX. POLICY UPDATES
The Lead Agency retains the right to create or amend policies associated with the Curriculum, Curriculum Materials, and Tenant Training course delivery to ensure program quality. Lead Agency will provide notice in writing or via email to Rent Well list serve to Community Agency Partner Liaisons and/or Certified Instructors in a timely manner regarding all new and modified policies. In addition, the Certified Instructor is responsible for checking their email for any new or modified policies.

X. GENERAL AGREEMENT PROVISIONS
a. TERMINATION FOR CAUSE. If, through any cause, the Certified Instructor shall fail to (i) fulfill in timely and proper manner its obligations under this Agreement, (ii) if the Certified Instructor violates any of the covenants, agreements, or stipulations of this Agreement, (iii) if the Certified Instructor has unacceptably high claim rates against the Landlord Incentive Fund or Rent Guarantee Program, or (iv) if The Certified Instructor does not teach the Curriculum in a professional, responsible manner in accordance with the Curriculum requirements, the Lead Agency shall have the right to terminate this Agreement by giving written notice to the Certified Instructor of such termination and specifying the effective date thereof at least ten (10) business days before the effective date of such termination. Notwithstanding the above, the Certified Instructor shall not be relieved of liability for damages sustained by virtue of any breach of the Agreement by the Certified Instructor.
b. TERMINATION FOR LACK OF AGREEMENT. If Lead Agency does not have a valid, existing Agreement with the Community Agency Partner, then this Agreement shall terminate in ten (10) days.
c. TERMINATION FOR CONVENIENCE. The Certified Instructor and Lead Agency may terminate this Agreement at any time by mutual written consent. In addition, either party may terminate this Agreement within thirty (30) days prior written notice to the other, or any reason in its sole discretion.
d. EFFECT OF TERMINATION. If the Agreement is terminated, the Certified Instructor must immediately cease providing the Tenant Training Courses and using the Curriculum and Curriculum Materials. All copies of the Curriculum and Curriculum Materials must be returned within five (5) days of such termination. The Certified Instructor may no longer use the Curriculum, Curriculum Materials or the Rent Well Marks.
e. NON-DISCRIMINATION. During the performance of this Agreement, the Certified Instructor agrees as follows:
i. The Certified Instructor 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).
ii. The Certified Instructor 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).
iii. The Certified Instructor will comply with the equal employment and affirmative action requirements of Executive Order 11246, as amended by Order 12086 (41 CFR 60).
iv. The Certified Instructor 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 Certified Instructor 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 Lead Agency, or their duly authorized representatives, shall have access to any books, general organizational and administrative information, documents, papers, and records of the Certified Instructor which are directly pertinent to this Agreement, for the purpose of making audit examination, excerpts, and transcriptions. All required records must be maintained by the Certified Instructor for three (3) years after termination of this Agreement.
g. SUBCONTRACTING AND ASSIGNMENT. The Certified Instructor shall not subcontract their work under this Agreement, in whole or in part.
h. INDEPENDENT CONTRACTOR STATUS. The Certified Instructor is not an employee of the Lead Agency, unless specifically employed by the Lead Agency, and is not eligible for any benefits through the Lead Agency, including, without limitation, federal social security, health benefits, workers’ compensation, unemployment compensation, and retirement benefits. If the Certified Instructor is not an employee of the Lead Agency, the Certified Instructor is not eligible for any benefits through the Lead Agency, including, without limitation, federal social security, health benefits, workers’ compensation, unemployment compensation, and retirement benefits.
i. OREGON LAWS AND FORUM. This Agreement shall be construed according to the laws of the State of Oregon. Any litigation between Lead Agency and the Certified Instructor 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.
j. COMPLIANCE WITH LAWS. In connection with its activities under this Agreement, the Community Agency Partner shall comply with all applicable federal, state, and local laws and regulations.
k. AMENDMENTS. A written notice executed by the Lead Agency to the Community Agency Partner may amend this agreement.
l. NOTICES. Any notices permitted or required by this Agreement will be either emailed to the Community Agency Liaison by the Lead Agency contact or emailed as well as sent by the United States Postal Service.
m. 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.
n. PROGRAM MONITORING. The Lead Agency or County Lead Agency shall monitor on a regular basis to ensure 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 this Agreement. The lead agency will determine the frequency and level of monitoring.