Att A - Sample Grant.pdf

DELC GRANT # XXXXX– Healthy Families Oregon Service Provider

V1 04-15-19 Page 1 of 33

STATE OF OREGON

GRANT AGREEMENT

Grant No. XXXXX This Grant Agreement (“Grant”) is between the State of Oregon acting by and through its Department of Early Learning and Care (“Agency”) and Grantee Name (“Grantee”), each a “Party” and, together, the “Parties”.

SECTION 1: AUTHORITY

Pursuant to ORS 326.438 and 417.795, Agency is authorized to enter into a grant agreement and provide funding for the purposes described in this Grant.

SECTION 2: PURPOSE

The mission of Agency’s Department of Early Learning and Care (“DELC”) is to support all of Oregon’s young children and families to learn and thrive. DELC values equity, making a positive impact for children and families, dedication, integrity, and collective wisdom to benefit Oregon children and families.

Healthy Families Oregon (“HFO”) is an evidence-based, voluntary, home visiting program nationally accredited by Healthy Families America (“HFA”). HFO contributes to the economic prosperity of Oregon by preventing child abuse and neglect, promoting healthy child development, improving family self-sufficiency, and helping parents prepare their children for kindergarten.

The purpose of this Grant is to engage Grantee to implement the HFO program according to the most current versions of HFA Best Practice Standards (“BPSs”) and DELC’s HFO Program, Policy, and Procedure Manual (“PPPM”), as well as the legal standards set forth in ORS 417.795 and OAR 414-525-0005 through 0015 (collectively, the “Guidelines”). The current version of the BPSs is attached as Exhibit F. The PPPM is attached as Exhibit G.

SECTION 3: EFFECTIVE DATE AND DURATION

When all Parties have executed this Grant, and all necessary approvals have been obtained (“Execution Date”), this Grant is effective and has a Grant funding start date as of TBD (“Effective Date”), and, unless extended or terminated earlier in accordance with its terms, will expire on June 30, 2027 (“Expiration Date”).

SECTION 4: GRANT MANAGERS

4.1 Agency’s Grant Manager is:

V1 04-15-19 Page 2 of 33

Dawn Baker 700 Summer Street NE, Suite 350 Salem, OR 97301 Phone: 503-507-4981 dawn.baker@delc.oregon.gov

4.2 Grantee’s Grant Manager is:

Grant Manager Name Street Address City, State, Zip Email

4.3 A Party may designate a new Grant Manager by written notice to the other Party.

SECTION 5: PROJECT ACTIVITIES

Grantee must perform the project activities set forth on Exhibit A (the “Project”), attached hereto and incorporated in this Grant by this reference, for the period beginning on the Effective Date and ending on the Expiration Date (the “Performance Period”).

SECTION 6: GRANT FUNDS

In accordance with the terms and conditions of this Grant, Agency will provide Grantee up to $XX (“Grant Funds”) for the Project. Agency will pay the Grant Funds from monies available through its General Fund and Other Funds appropriations and with federal funds provided to Agency under the Title IV-B2 of the federal Social Security Act for promoting safe and stable families, as set forth below (“Funding Source”). The funds available under this Grant are subject to reduction for reasons that include those described in Exhibit A, Section IV, paragraph (e).

Source

TBD–6/30/2027

General Funds Other Funds (Student Success Act’s Early Learning Account)

Federal Title IV-B2 for Family Support

Medicaid Earnings Grand Total

SECTION 7: DISBURSEMENT GENERALLY

7.1 Disbursement.

mailto:christina.cooley@delc.oregon.gov

V1 04-15-19 Page 3 of 33

7.1.1 Subject to the availability of sufficient moneys in and from the Funding Source, Agency will disburse Grant Funds to Grantee for the allowable Project activities described in Exhibit A that are undertaken during the Performance Period.

7.1.2 Grantee must provide to Agency any information or detail regarding the expenditure of Grant Funds required under Exhibit A prior to disbursement or as Agency may request.

7.1.3 Agency will only disburse Grant Funds to Grantee for activities completed or materials produced, that, if required by Exhibit A, are approved by Agency. If Agency determines any completed Project activities or materials produced are not acceptable and any deficiencies are the responsibility of Grantee, Agency will prepare a detailed written description of the deficiencies within 15 days of receipt of the materials or performance of the activity, and will deliver such notice to Grantee. Grantee must correct any deficiencies at no additional cost to Agency within 15 days. Grantee may resubmit a request for disbursement that includes evidence satisfactory to Agency demonstrating deficiencies were corrected.

7.2 Conditions Precedent to Disbursement. Agency’s obligation to disburse Grant Funds to Grantee under this Grant is subject to satisfaction of each of the following conditions precedent:

7.2.1 Agency has received sufficient funding, appropriations, expenditure limitation, allotments or other necessary expenditure authorizations to allow Agency, in the exercise of its reasonable administrative discretion, to make the disbursement from the Funding Source;

7.2.2 No default as described in Section 15 has occurred; and

7.2.3 Grantee’s representations and warranties set forth in Section 8 are true and correct on the date of disbursement(s) with the same effect as though made on the date of disbursement.

7.3 No Duplicate Payment. Grantee may use other funds in addition to the Grant Funds to complete the Project; provided, however, the Grantee may not credit or pay any Grant Funds for Project costs that are paid for with other funds and would result in duplicate funding.

SECTION 8: REPRESENTATIONS AND WARRANTIES

8.1 Organization/Authority. Grantee represents and warrants to Agency that:

8.1.1 Grantee is a [unit of local government/nonprofit/Coordinated Care Organization] duly organized and validly existing;

8.1.2 Grantee has all necessary rights, powers and authority under any organizational documents and under Oregon Law to (a) execute this Grant, (b) incur and perform its obligations under this Grant, and (c) receive financing, including the Grant Funds, for the Project;

8.1.3 This Grant has been duly executed by Grantee and when executed by Agency, constitutes a legal, valid and binding obligation of Grantee enforceable in accordance with its terms;

8.1.4 If applicable and necessary, the execution and delivery of this Grant by Grantee has been

V1 04-15-19 Page 4 of 33 authorized by an ordinance, order or resolution of its governing body, or voter approval, that was adopted in accordance with applicable law and requirements for filing public notices and holding public meetings; and

8.1.5 There is no proceeding pending or threatened against Grantee before any court or governmental authority that if adversely determined would materially or adversely affect the Project or the ability of Grantee to carry out the Project.

8.2 False Claims Act. Grantee acknowledges the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any “claim” (as defined by ORS 180.750) made by (or caused by) Grantee that pertains to this Grant or to the Project. Grantee certifies that it will make no claim that is or will be a “false claim” (as defined by ORS 180.750) or engage in an act prohibited by ORS 180.755. Grantee further acknowledges in addition to the remedies under Section 16, if it makes (or causes to be made) a false claim or performs (or causes to be performed) an act prohibited under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against the Grantee.

8.3 No limitation. The representations and warranties set forth in this Section are in addition to, and not in lieu of, any other representations or warranties provided by Grantee.

SECTION 9: OWNERSHIP

9.1 Intellectual Property Definitions. As used in this Section and elsewhere in this Grant, the following terms have the meanings set forth below:

“Third Party Intellectual Property” means any intellectual property owned by parties other than Grantee or Agency.

“Work Product” means every invention, discovery, work of authorship, trade secret or other tangible or intangible item Grantee is required to create or deliver as part of the Project, and all intellectual property rights therein.

9.2 Grantee Ownership. Grantee must deliver copies of all Work Product as directed in Exhibit A.

Grantee retains ownership of all Work Product, and grants Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, to reproduce, to prepare derivative works based upon, to distribute, to perform and to display the Work Product, to authorize others to do the same on Agency’s behalf, and to sublicense the Work Product to other entities without restriction.

9.3 Third Party Ownership. If the Work Product created by Grantee under this Grant is a derivative work based on Third Party Intellectual Property, or is a compilation that includes Third Party Intellectual Property, Grantee must secure an irrevocable, non-exclusive, perpetual, royalty-free license allowing Agency and other entities the same rights listed above for the pre-existing element of the Third party Intellectual Property employed in the Work Product. If state or federal law requires that Agency or Grantee grant to the United States a license to any intellectual property in the Work Product, or if state or federal law requires Agency or the United States to own the intellectual property in the Work Product, then Grantee must execute such further documents and

V1 04-15-19 Page 5 of 33 instruments as Agency may reasonably request in order to make any such grant or to assign ownership in such intellectual property to the United States or Agency.

SECTION 10: CONFIDENTIAL INFORMATION

10.1 Confidential Information Definition. Grantee acknowledges it and its employees or agents may, in the course of performing its responsibilities, be exposed to or acquire information that is: (i) confidential to Agency or Project participants or (ii) the disclosure of which is restricted under federal or state law, including without limitation: (a) personal information, as that term is used in ORS 646A.602, (b) social security numbers, and (c) information protected by the federal Family Educational Rights and Privacy Act under 20 USC § 1232g (items (i) and (ii) separately and collectively “Confidential Information”).

10.2 Nondisclosure. Grantee agrees to hold Confidential Information as required by any applicable law and in all cases in strict confidence, using at least the same degree of care Grantee uses in maintaining the confidentiality of its own confidential information. Grantee may not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties, or use Confidential Information except as is allowed by law and for the Project activities and Grantee must advise each of its employees and agents of these restrictions. Grantee must assist Agency in identifying and preventing any unauthorized use or disclosure of Confidential Information. Grantee must advise Agency immediately if Grantee learns or has reason to believe any Confidential Information has been, or may be, used or disclosed in violation of the restrictions in this Section. Grantee must, at its expense, cooperate with Agency in seeking injunctive or other equitable relief, in the name of Agency or Grantee, to stop or prevent any use or disclosure of Confidential Information. At Agency’s request, Grantee must return or destroy any Confidential Information, If Agency requests Grantee to destroy any Confidential Information, Grantee must provide Agency with written assurance indicating how, when and what information was destroyed.

10.3 Identity Protection Law. Grantee must have and maintain a formal written information security program that provides safeguards to protect Confidential Information from loss, theft, and disclosure to unauthorized persons, as required by the Oregon Consumer Identity Theft Protection Act, ORS 646A.600-646A.628. If Grantee or its agents discover or are notified of a potential or actual “Breach of Security”, as defined by ORS 646A.602(1)(a), or a failure to comply with the requirements of ORS 646A.600 – 646A.628, (collectively, “Breach”) with respect to Confidential Information, Grantee must promptly but in any event within one calendar day (i) notify the Agency Grant Manager of such Breach and (ii) if the applicable Confidential Information was in the possession of Grantee or its agents at the time of such Breach, Grantee must (a) investigate and remedy the technical causes and technical effects of the Breach and (b) provide Agency with a written root cause analysis of the Breach and the specific steps Grantee will take to prevent the recurrence of the Breach or to ensure the potential Breach will not recur. For the avoidance of doubt, if Agency determines notice required of any such Breach to any individual(s) or entity(ies), Agency will have sole control over the timing, content, and method of such notice, subject to Grantee’s obligations under applicable law.

10.4 Subgrants/Contracts. Grantee must require any subgrantees, contractors or subcontractors under

V1 04-15-19 Page 6 of 33 this Grant who are exposed to or acquire Confidential Information to treat and maintain such information in the same manner as is required of Grantee under subsections 10.1 and 10.2 of this Section.

10.5 Background Check. If requested by Agency and permitted by law, Grantee’s employees, agents, contractors, subcontractors, and volunteers that perform Project activities must agree to submit to a criminal background check prior to performance of any Project activities or receipt of Confidential Information. Background checks will be performed at Grantee’s expense. Based on the results of the background check, Grantee or Agency may refuse or limit (i) the participation of any Grantee employee, agent, contractor, subgrantee, or volunteer, in Project activities or (ii) access to Agency Personal Information or Grantee premises.

SECTION 11: INDEMNITY/LIABILITY

11.1 Indemnity. Grantee must defend, save, hold harmless, and indemnify the State of Oregon and Agency and their officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any nature whatsoever, including attorneys’ fees, resulting from, arising out of, or relating to the activities of Grantee or its officers, employees, subgrantees, contractors, subcontractors, or agents under this Grant (each of the foregoing individually or collectively a “Claim” for purposes of this Section). If legal limitations apply to the indemnification ability of Grantee, this indemnification must be for the maximum amount of funds available for expenditure, including any available contingency funds, insurance, funds available under ORS 30.260 to 30.300 or other available non-appropriated funds.

11.2 Defense. Grantee may have control of the defense and settlement of any Claim subject to this Section. But neither Grantee nor any attorney engaged by Grantee may defend the Claim in the name of the State of Oregon, nor purport to act as legal representative of the State of Oregon or any of its agencies, without first receiving from the Attorney General, in a form and manner determined appropriate by the Attorney General, authority to act as legal counsel for the State of Oregon. Nor may Grantee settle any Claim on behalf of the State of Oregon without the approval of the Attorney General. The State of Oregon may, at its election and expense, assume its own defense and settlement in the event the State of Oregon determines Grantee is prohibited from defending the State of Oregon, or is not adequately defending the State of Oregon’s interests, or an important governmental principle is at issue and the State of Oregon desires to assume its own defense.

Grantee may not use any Grant Funds to reimburse itself for the defense of or settlement of any Claim.

11.3 Limitation. Except as provided in this Section, neither Party will be liable for incidental, consequential, or other indirect damages arising out of or related to this Grant, regardless of whether the damages or other liability is based in contract, tort (including negligence), strict liability, product liability or otherwise. Neither Party will be liable for any damages of any sort arising solely from the termination of this Grant in accordance with its terms.

SECTION 12: INSURANCE

V1 04-15-19 Page 7 of 33

12.1 Workers’ Compensation. If Grantee employs subject workers, as defined in ORS 656.027, Grantee must comply with ORS 656.017 and provide workers' compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Grantee must require and ensure each of its subgrantees, contractors and subcontractors complies with these requirements. If Grantee is a subject employer, as defined in ORS 656.023, Grantee must also obtain employers' liability insurance coverage with limits not less than $500,000 each accident. If Grantee is an employer subject to any other state’s workers’ compensation law, Grantee must provide workers’ compensation insurance coverage for its employees as required by applicable workers’ compensation laws including employers’ liability insurance coverage with limits not less than $500,000 and must require and ensure each of its out-of-state subgrantees, contractors and subcontractors complies with these requirements.

12.2 Private Insurance. If Grantee is a private entity, or if any contractors, subcontractors, or subgrantees used to carry out the Project are private entities, Grantee and any private contractors, subcontractors or subgrantees must obtain and maintain insurance covering Agency in the types and amounts indicated in Exhibit B.

12.3 Public Body Insurance. If Grantee is a “public body” as defined in ORS 30.260, Grantee agrees to insure any obligations that may arise for Grantee under this Grant, including any indemnity obligations, through (i) the purchase of insurance as indicated in Exhibit B or (ii) the use of self-insurance or assessments paid under ORS 30.282 that is substantially similar to the types and amounts of insurance coverage indicated on Exhibit B, or (iii) a combination of any or all of the foregoing.

SECTION 13: GOVERNING LAW, JURISDICTION

This Grant is governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively “Claim”) between Agency or any other agency or department of the State of Oregon, or both, and Grantee that arises from or relates to this Grant must be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then it will be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event may this Section be construed as a waiver by the State of Oregon of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise, to or from any Claim or from the jurisdiction of any court. GRANTEE, BY EXECUTION OF THIS GRANT, HEREBY CONSENTS TO THE

PERSONAL JURISDICTION OF SUCH COURTS.

SECTION 14: ALTERNATIVE DISPUTE RESOLUTION

The Parties should attempt in good faith to resolve any dispute arising out of this Grant. This may be done at any management level, including at a level higher than persons directly responsible for administration of the Grant. In addition, the Parties may agree to utilize a jointly selected mediator

V1 04-15-19 Page 8 of 33 or arbitrator (for non-binding arbitration) to resolve the dispute short of litigation. Each Party will bear its own costs incurred for any mediation or non-binding arbitration.

SECTION 15: DEFAULT

15.1 Grantee. Grantee will be in default under this Grant upon the occurrence of any of the following events:

15.1.1 Grantee fails to use the Grant Funds for the intended purpose described in Exhibit A or otherwise fails to perform, observe or discharge any of its covenants, agreements or obligations under this Grant;

15.1.2 Any representation, warranty or statement made by Grantee in this Grant or in any documents or reports relied upon by Agency to measure the Project, the expenditure of Grant Funds or the performance by Grantee is untrue in any material respect when made; or

15.1.3 A petition, proceeding or case is filed by or against Grantee under any federal or state bankruptcy, insolvency, receivership or other law relating to reorganization, liquidation, dissolution, winding-up or adjustment of debts; in the case of a petition filed against Grantee, Grantee acquiesces to such petition or such petition is not dismissed within 20 calendar days after such filing, or such dismissal is not final or is subject to appeal; or Grantee becomes insolvent or admits its inability to pay its debts as they become due, or Grantee makes an assignment for the benefit of its creditors.

15.2 Agency. Agency will be in default under this Grant if, after 15 days written notice specifying the nature of the default, Agency fails to perform, observe or discharge any of its covenants, agreements, or obligations under this Grant; provided, however, Agency will not be in default if Agency fails to disburse Grant Funds because there is insufficient expenditure authority for, or moneys available from, the Funding Source.

SECTION 16: REMEDIES

16.1 Agency Remedies. In the event Grantee is in default under Section 15.1, Agency may, at its option, pursue any or all of the remedies available to it under this Grant and at law or in equity, including, but not limited to: (a) termination of this Grant under Section 18.2, (b) reducing or withholding payment for Project activities or materials that are deficient or Grantee has failed to complete by any scheduled deadlines, (c) requiring Grantee to complete, at Grantee’s expense, additional activities necessary to satisfy its obligations or meet performance standards under this Grant, (d) initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief, (e) exercise of its right of recovery of overpayments under Section 17 of this Grant or setoff, or both, or

(f) declaring Grantee ineligible for the receipt of future awards from Agency. These remedies are cumulative to the extent the remedies are not inconsistent, and Agency may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.

16.2 Grantee Remedies. In the event Agency is in default under Section 15.2 and whether or not Grantee

V1 04-15-19 Page 9 of 33 elects to terminate this Grant, Grantee’s sole monetary remedy will be, within any limits set forth in this Grant, reimbursement of Project activities completed and accepted by Agency and authorized expenses incurred, less any claims Agency has against Grantee. In no event will Agency be liable to Grantee for any expenses related to termination of this Grant or for anticipated profits.

SECTION 17: WITHHOLDING FUNDS, RECOVERY

Agency may withhold from disbursements of Grant Funds due to Grantee, or Grantee must return to Agency within 30 days of Agency’s written demand:

17.1 Any Grant Funds paid to Grantee under this Grant, or payments made under any other agreement between Agency and Grantee, that exceed the amount to which Grantee is entitled;

17.2 Any Grant Funds received by Grantee that remain unexpended or contractually committed for payment of the Project at the end of the Performance Period;

17.3 Any Grant Funds determined by Agency to be spent for purposes other than allowable Project activities; or

17.4 Any Grant Funds requested by Grantee as payment for deficient activities or materials.

SECTION 18: TERMINATION

18.1 Mutual. This Grant may be terminated at any time by mutual written consent of the Parties.

18.2 By Agency. Agency may terminate this Grant as follows:

18.2.1 At Agency’s discretion, upon 30 days advance written notice to Grantee;

18.2.2 Immediately upon written notice to Grantee, if Agency fails to receive funding, or appropriations, limitations or other expenditure authority at levels sufficient in Agency’s reasonable administrative discretion, to perform its obligations under this Grant;

18.2.3 Immediately upon written notice to Grantee, if federal or state laws, rules, regulations or guidelines are modified or interpreted in such a way that Agency’s performance under this Grant is prohibited or Agency is prohibited from funding the Grant from the Funding Source; or

18.2.4 Immediately upon written notice to Grantee, if Grantee is in default under this Grant and such default remains uncured 15 days after written notice thereof to Grantee.

18.3 By Grantee. Grantee may terminate this Grant as follows:

18.3.1 If Grantee is a governmental entity, immediately upon written notice to Agency, if Grantee fails to receive funding, or appropriations, limitations or other expenditure authority at levels sufficient to perform its obligations under this Grant.

V1 04-15-19 Page 10 of 33

18.3.2 If Grantee is a governmental entity, immediately upon written notice to Agency, if applicable laws, rules, regulations or guidelines are modified or interpreted in such a way that the Project activities contemplated under this Grant are prohibited by law or Grantee is prohibited from paying for the Project from the Grant Funds or other planned Project funding; or

18.3.3 Immediately upon written notice to Agency, if Agency is in default under this Grant and such default remains uncured 15 days after written notice thereof to Agency.

18.4 Cease Activities. Upon receiving a notice of termination of this Grant, Grantee must immediately cease all activities under this Grant, unless Agency expressly directs otherwise in such notice. Upon termination, Grantee must deliver to Agency all materials or other property that are or would be required to be provided to Agency under this Grant or that are needed to complete the Project activities that would have been performed by Grantee.

SECTION 19: MISCELLANEOUS

19.1 Conflict of Interest. Grantee by signature to this Grant declares and certifies the award of this Grant and the Project activities to be funded by this Grant, create no potential or actual conflict of interest, as defined by ORS Chapter 244, for a director, officer or employee of Grantee.

19.2 Nonappropriation. Agency’s obligation to pay any amounts and otherwise perform its duties under this Grant is conditioned upon Agency receiving funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to meet its obligations under this Grant. Nothing in this Grant may be construed as permitting any violation of Article XI, Section 7 of the Oregon Constitution or any other law limiting the activities, liabilities or monetary obligations of Agency.

19.3 Amendments. The terms of this Grant may not be altered, modified, supplemented or otherwise amended, except by written agreement of the Parties.

19.4 Notice. Except as otherwise expressly provided in this Grant, any notices to be given under this Grant must be given in writing by email, personal delivery, or postage prepaid mail, to a Party’s Grant Manager at the physical address or email address set forth in this Grant, or to such other addresses as either Party may indicate pursuant to this Section. Any notice so addressed and mailed becomes effective five (5) days after mailing. Any notice given by personal delivery becomes effective when actually delivered. Any notice given by email becomes effective upon the sender’s receipt of confirmation generated by the recipient’s email system that the notice has been received by the recipient’s email system.

19.5 Survival. All rights and obligations of the Parties under this Grant will cease upon termination of this Grant, other than the rights and obligations arising under Sections 8, 9, 10, 11, 13, 14, 16, 17 and subsections 19.2, 19.5 and 19.13 hereof and those rights and obligations that by their express terms survive termination of this Grant; provided, however, termination of this Grant will not prejudice any rights or obligations accrued to the Parties under this Grant prior to termination.

19.6 Severability. The Parties agree if any term or provision of this Grant is declared by a court of

V1 04-15-19 Page 11 of 33 competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Grant did not contain the particular term or provision held to be invalid.

19.7 Counterparts. This Grant may be executed in several counterparts, all of which when taken together constitute one agreement, notwithstanding that all Parties are not signatories to the same counterpart. Each copy of the Grant so executed constitutes an original.

19.8 Compliance with Law. In connection with their activities under this Grant, the Parties must comply with all applicable federal, state and local laws.

19.9 Intended Beneficiaries. Agency and Grantee are the only parties to this Grant and are the only parties entitled to enforce its terms. Nothing in this Grant provides, is intended to provide, or may be construed to provide any direct or indirect benefit or right to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of this Grant.

19.10 Assignment and Successors. Grantee may not assign or transfer its interest in this Grant without the prior written consent of Agency and any attempt by Grantee to assign or transfer its interest in this Grant without such consent will be void and of no force or effect. Agency’s consent to Grantee’s assignment or transfer of its interest in this Grant will not relieve Grantee of any of its duties or obligations under this Grant. The provisions of this Grant will be binding upon and inure to the benefit of the Parties hereto, and their respective successors and permitted assigns.

19.11 Contracts and Subgrants. Grantee may not, without Agency’s prior written consent, enter into any contracts or subgrants for any of the Project activities required of Grantee under this Grant. Agency’s consent to any contract or subgrant will not relieve Grantee of any of its duties or obligations under this Grant.

19.12 Time of the Essence. Time is of the essence in Grantee’s performance of the Project activities under this Grant.

19.13 Records Maintenance and Access. Grantee must maintain all financial records relating to this Grant in accordance with generally accepted accounting principles. In addition, Grantee must maintain any other records, whether in paper, electronic or other form, pertinent to this Grant in such a manner as to clearly document Grantee’s performance. All financial records and other records, whether in paper, electronic or other form, that are pertinent to this Grant, are collectively referred to as “Records.” Grantee acknowledges and agrees Agency and the Oregon Secretary of State's Office and the federal government and their duly authorized representatives will have access to all Records to perform examinations and audits and make excerpts and transcripts. Grantee must retain and keep accessible all Records for a minimum of six (6) years, or such longer period as may be required by applicable law, BPSs or PPPM, following termination of this Grant, or until the conclusion of any audit, controversy or litigation arising out of or related to this Grant, whichever date is later.

19.14 Headings. The headings and captions to sections of this Grant have been inserted for identification and reference purposes only and may not be used to construe the meaning or to interpret this Grant.

V1 04-15-19 Page 12 of 33

19.15 Grant Documents. This Grant consists of the following documents, which are incorporated by this reference and listed in descending order:

• This Grant less all exhibits

• Exhibit A (the “Project”)

• Exhibit B (Insurance)

• Exhibit C (Commitments and Expectations for Fair Access and Inclusion)

• Exhibit D (Federal Terms and Conditions)

• Exhibit E (Federal Award Identification)

• Exhibit F (HFA Best Practice Standards)

• Exhibit G (HFO Program, Policy, and Procedure Manual)

• Exhibit H (HFO Database)

19.16 Merger, Waiver. This Grant and all exhibits and attachments, if any, constitute the entire agreement between the Parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Grant. No waiver or consent under this Grant binds either Party unless in writing and signed by both Parties. Such waiver or consent, if made, is effective only in the specific instance and for the specific purpose given.

SECTION 20: SIGNATURES

EACH PARTY, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES

IT HAS READ THIS GRANT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND

CONDITIONS.

IN WITNESS WHEREOF, the Parties have executed this Grant as of the dates set forth below.

STATE OF OREGON acting by and through its Department of Early Learning and Care

By:

Jordyn Stanley, Contract Specialist 2 Date

Grantee Name

Authorized Signature Date

Printed Name Title

Federal Tax ID Number

Approved for Legal Sufficiency in accordance with ORS 291.047

V1 04-15-19 Page 13 of 33

Date

V1 04-15-19 Page 14 of 33

EXHIBIT A

THE PROJECT

SECTION I. BACKGROUND AND GOALS

Healthy Families Oregon (HFO) is an evidence-based, voluntary home visiting program nationally accredited by Healthy Families America (HFA). HFO plays a pivotal role in Oregon’s commitment to supporting family well-being, contributing to the economic prosperity of the state by preventing child abuse and neglect, promoting healthy child development, improving family self-sufficiency, and preparing children for kindergarten readiness.

HFO aims to:

• Prevent the incidence of child abuse and neglect;

• Increase school readiness;

• Improve health outcomes for children and families;

• Build trusting, nurturing relationships with parents;

• Teach parents to identify strengths and utilize problem-solving skills; and

• Improve families’ support systems through linkages and appropriate referrals to community services.

• Advance equity by reducing systemic barriers to services for historically marginalized communities.

HFO services are trauma-informed, culturally responsive, and strength-based, beginning early—during pregnancy or shortly after birth—and lasting a minimum of three years. Families voluntarily complete an evidence-based screening tool, the New Baby Questionnaire (NBQ), to determine eligibility. HFO prioritizes families who experience systemic inequities and face factors that increase the risk of child maltreatment.

Eligible families are connected with trained Home Visitors who provide consistent, tailored support.

Families who are not eligible or who decline services are offered referrals to community resources as needed. Home visits are offered weekly during the initial stages of the program, ensuring a strong foundation of support. As families strengthen protective factors and make measurable progress toward self-sufficiency and stability, visit frequency adjusts based on family needs, moving to bi-weekly and then monthly visits as appropriate. This approach aligns with the Healthy Families America Best Practice Standards, ensuring services remain flexible, family-centered, and responsive to developmental milestones and family dynamics.

Strong community partnerships are essential to HFO’s success. Grantees are expected to collaborate with providers of child care, mental health services, substance abuse treatment, domestic violence intervention, and basic needs resources (e.g., food, housing, clothing) to holistically support families.

SECTION II. DEFINITION OF TERMS

V1 04-15-19 Page 15 of 33

Healthy Families America (“HFA”): The signature program of Prevent Child Abuse America, HFA is theoretically rooted in the belief that early, nurturing relationships are the foundation for life-long, healthy development. Interactions between direct service providers and families are relationship-based, designed to promote positive parent-child relationships and healthy attachment that is strength-based, family centered, culturally sensitive, and reflective. HFA is the Home Visiting model by which all HFO sites are accredited.

HFO Eligibility Screeners: Grantee’s staff for HFO who administer the New Baby Questionnaire (NBQ) eligibility tool with pregnant mothers and with parents soon after the birth of their babies.

Healthy Families Oregon (“HFO”): An accredited multi-site state system with HFA and Oregon’s largest child abuse prevention program that empowers parents to be their child’s best teacher from the very start.

Home Visit: A face-to-face interaction that occurs between the family and the Home Visitor. The goal of the Home Visit is to promote positive parent-child interaction, healthy childhood growth and development, and enhance family functioning.

Home Visitors: Grantee staff who provide parent education and support to parents, in the parents’ homes. HFA calls these direct service staff, “Family Support Specialists.”

Program Participant: An individual who voluntarily participates in HFO services after having been assessed as eligible for HFO services using the validated NBQ.

Service Delivery Area: The defined geographic area in which Grantee will provide HFO services in alignment with Early Learning Hubs. The Service Delivery Area for this Grant is XX county/counties

SECTION III. PROJECT ACTIVITES

Agency will disburse Grant Funds only for the costs of Project activities that occur, including expenses incurred, during the Performance Period.

1. COMMITMENTS AND EXPECTATIONS FOR FAIR ACCESS AND INCLUSION.

Grantee must adhere to the commitments and expectations for fair access and inclusion, detailed in Exhibit C.

2. PROGRAM STANDARDS.

a. Guidelines.

Grantee will provide Healthy Families Services in accordance with the Healthy Families America model, the Healthy Families America Best Practice Standards (BPS), the Healthy Families Oregon Program Policy and Procedure Manual (PPPM), and the minimum standards set forth in ORS 417.795 and OAR 414-525-0005 through 414-525-0015. New subcontracted providers of Healthy Families Services (providers that have not previously provided such services) will make progress toward full compliance with ORS 417.795 as operationalized by the PPPM within twelve months of initial service delivery.

b. Background Checks.

V1 04-15-19 Page 16 of 33

The Agency conducts appropriate, legally permissible and mandated inquiries of state or provincial criminal history records on all prospective employees and volunteers who will have direct contact with children and/or access to data involving children, e.g., assessment staff, Home Visitors, supervisors and program managers. Grantee shall provide Agency with any information necessary to comply with this paragraph.

c. Mandatory Reporting.

All Grantee staff involved with the Project are mandatory reporters, and must report any suspected abuse or neglect of a minor, following their local policy and Oregon DHS direction:

http://www.oregon.gov/DHS/ABUSE/Pages/mandatory_report.aspx.

3. HFO SPECIFIC ACTIVITIES.

Grantee must undertake the specific Project activities described in the BPS, PPPM and those described below. Grantee is expected to be familiar with the requirements of the BPS and PPPM and to fulfill those obligations, whether or not they are specifically set forth below. Grantee must perform the following activities in accordance with the requirements of the BPS and PPPM:

a. CASELOAD MANAGEMENT

Grantee must ensure that caseload assignments not only align with the weighted caseload system but also consider staff well-being and retention. Reflective supervision practices should be embedded into staff development plans, ensuring Home Visitors receive ongoing support aligned with HFA BPS.

b. COMMUNITY COLLABORATION

Grantee must actively collaborate with community partners to create an integrated service delivery system that supports family well-being. This includes:

• Participating in local Early Learning Hubs, and Family Connects Oregon, as applicable, and other collaborative initiatives to coordinate services and reduce duplication.

• Establishing referral pathways with healthcare, child welfare, early childhood education, and behavioral health providers.

• Documenting and tracking all referrals and follow-ups in the HFO data system.

c. DATA REPORTING AND EVALUATION

Within 60 days of the Execution Date, Grantee must record all Data (as defined in Exhibit H) accurately using the Database provided by DELC. The Grantee must ensure that Data is entered within the documentation timeframes described in the PPPM.

Quarterly Data. For the first 120 days after the Execution Date, the Grantee shall submit quarterly Program Outcome Reports to the Agency using Smartsheet or another Agency-provided template.

After this 120-day period, the Grantee shall conduct a quarterly internal quality assurance review of Data recorded in the Database. This review must be completed no later than the http://www.oregon.gov/DHS/ABUSE/Pages/mandatory_report.aspx

V1 04-15-19 Page 17 of 33

15th day of the month following the end of the quarter. The Agency will provide instructions for the Grantee to complete this review.

Before any request for funds is approved by DELC, the Grantee must, on a quarterly basis, complete either the Program Outcome Report submission or the quality assurance review of Data in the Database, according to the timelines described above.

Entry of Historical Data. Within 150 days following the Execution Date, the Grantee must record specific historical data in the Database related to all program participants served on or after January 1, 2026. The Agency will provide the Grantee with instructions for recording this historical data.

Grantee must:

• Submit required Quality Assurance Calendar which includes HFA required reports, analysis, and plans to Agency per instructions provided by the Agency.

• Use data to inform local Continuous Quality Improvement (CQI) initiatives and contribute to statewide outcome measurement.

• Participate in statewide program evaluation activities as requested by the State and its contracted partners.

d. PROGRAM PARTICIPATION & LOCAL IMPLEMENTATION Grantee must:

• Cause its program managers (and supervisors when requested by DELC) to attend all monthly HFO virtual meetings scheduled by Agency.

• Develop site-specific procedures as local inserts in the HFO PPPM, to further specify local service delivery procedures, which Grantee shall adhere to.

e. MEDICAID ADMINISTRATIVE CLAIMING (MAC)

All Grantee and subcontracted providers’ HFO staff that perform Medicaid administrative activities must participate in the Medicaid Administrative Claiming (“MAC”) program, which includes:

(i) Each HFO staff participating in the MAC program must complete the following Agency-coordinated training prior to completing any Random Time Study (“RTS”) (see (ii) below);

a. Initial MAC training for new staff, which includes meeting with a state-contracted trainer to ensure foundational knowledge of the MAC process.

b. Each program site must coordinate with the state-contracted trainer to conduct an annual live MAC training session for the entire team, ensuring consistent and up-to-date understanding of MAC requirements.

(ii) Participating in required RTS during the four dates randomly selected by Oregon Health Authority (“OHA”) each quarter. Typical activities that will be recorded include, but are not limited to:

V1 04-15-19 Page 18 of 33

A. Outreach activities to inform families about health services and benefits;

B. Referral, coordination, monitoring and training of Medicaid/Oregon Health Plan (“OHP”) covered services;

C. Medicaid/OHP transportation and translation services;

D. Program planning, policy development, and interagency coordination related to Medicaid/OHP services; and

E. Counseling Medicaid/OHP eligible families that they are free to accept or reject Medicaid/OHP services and to receive such service from an enrolled provider of their choice unless otherwise restricted by OHA to an OHP provider.

(iii) Utilizing the activity codes for identifying MAC activities performed and using the time study methodology to document the time spent on all activities performed during the randomly selected dates for each quarter period. The activity codes are available from Agency upon request.

(iv) Complying with all requirements of 42 CFR 434.6, as applicable.

4. FAMILY SUPPORT SPECIFIC SERVICES1. If Grant Funds include moneys that are derived from federal Family Support Funds under Title IV-B(2), such moneys must be used by Grantee to provide HFO services, as described in this Grant, to eligible families in the Service Delivery Area, as follows:

a. To provide community-based services that promote the well-being of children and families and are designed to:

• Increase the strength and stability of families (including adoptive, foster, and extended families).

• Increase parents' confidence and competence in their parenting abilities.

• Ensure children have a safe, stable, and supportive family environment.

• Strengthen parental relationships and promote healthy marriages.

• Enhance child development.

b. To provide services that:

• Are family-focused and targeted to the family, rather than only the child or other individual family members.

1 Section 4 applies only to Grantees that receive federal Family Support Funds under Title IV-B(2) as part of their Grant Funds (see table in Section IV).

V1 04-15-19 Page 19 of 33

• Are focused on at-risk families to ensure impact on those who might otherwise require services from DHS.

• Are child welfare-focused (not for educational needs or other services under the jurisdiction of other agencies).

c. To provide services that are NOT:

• Family preservation services.

• Family reunification services.

(These services are provided by Oregon Department of Human Services and are not eligible for Family Support Services funding.)

d. To ensure that no more than 10% of the Federal Title IV-B2 Family Support Services Funds provided under this Grant are expended on administrative overhead.

e. To comply with all federal requirements applicable to Title IV-B2 Family Support Services funds under 42 USC 629 et seq., including but not limited to:

• Maintaining and providing to Agency all required documentation for federal reporting.

• Compliance with federal reporting requirements under 45 CFR Part 92.

• Adhering to the limitations on the use of Title IV-B2 funds set forth in 42 USC 629d.

f. Grantee must require all subcontracted providers to comply with these federal requirements.

g. Family Support Funds are overseen by the U.S. Department of Health and Human Services, Administration for Children and Families (HHS/ACF).

5. BUDGET DEVELOPMENT. Grantee must develop, manage, and monitor their Healthy Families Services budget in collaboration with the HFO Program Manager, including any subcontracted budgets, even if the Program Manager is employed by a subcontracted agency.

a. Budget Submission & Approval:

• Grantee must submit a final budget (using an Agency-provided template) for the period July 1, 2025 – June 30, 2027 within 60 days of the Execution Date.

• The budget must include all funds supporting the HFO program, including expenses of subcontracted providers.

• The budget must be reviewed and approved by the Agency before any Grant Funds are disbursed.

b. Budget Updates & Narrative:

• Grantee must submit a budget update by July 1, 2026 including a narrative explaining how remaining Grant Funds will be spent before the end of the biennium.

• The Agency will provide a template for this narrative.

c. Administrative Cost Limits:

V1 04-15-19 Page 20 of 33

• The total administrative and indirect costs (for both the Grantee and any subcontracted providers) are limited to:

• 15% of the General Fund portion of the grant.

• 10% for any Title IV-B2 federal funds included in the award.

• If a mix of federal, general, and other funds are awarded, federal guidelines apply to federal funds and Agency guidelines apply to general and other funds, which may result in different administrative cost limits.

d. Medicaid Administrative Claiming (MAC) Funds Reporting:

• Grantee must report monthly or quarterly on the use of Medicaid Administrative Claiming (Title XIX) funds disbursed to it. This shall be done through:

• The Medicaid Reinvestment form (provided by the Agency) within 60 days of the Execution Date.

• Monthly or quarterly expense report.

• The biennial budget submission to ensure compliance with fiscal guidelines for MAC reimbursement spending within 60 days of the Execution Date.

• Grantee must report to Agency annually on the use of Medicaid funds disbursed to Grantee.

This will be done through the Medicaid Reinvestment form, provided by Agency.

6. BUDGET AND DISBURSEMENT

The Agency will disburse Grant Funds on a cost-incurred basis through the Award Management System (AMS), based on Grantee reimbursement requests.

a. Reimbursement Process:

• Grantee must submit an expenditure report via Smartsheet (or other Agency-designated method) with each reimbursement request.

• An expenditure report must be submitted before funds are released.

• Grantee must notify the Agency within 14 days of the Agreement start date whether they will submit expenditure reports monthly or quarterly.

b. Submission Deadlines:

• Expenditure reports must be submitted by the 30th day of the following month for the previous month or quarter’s…