STATE OF OREGON

INTERGOVERNMENTAL GRANT AGREEMENT

Grant No. [XXXXX]

This Grant Agreement (“Agreement”) is between the State of Oregon acting by and through its Department of Education (“ODE”) and [Grantee Name] (“Grantee”), a unit of local government as defined in ORS 190.003, each a “Party” and, together, the “Parties”.

AUTHORITY AND PURPOSE

Pursuant to ORS 336.079, ORS 327.344, and OAR 581-020-0626, ODE is authorized to enter into a grant agreement and provide funding for the following purposes, as further described in this Agreement.

The State of Oregon, acting by and through its Department of Education, (“Agency”), is issuing this Request for Grant Applications (“RFA”) for Pathways to Multilingualism Grants.

In 2015, the Oregon legislature passed House Bill 3499, a law that established new requirements to improve outcomes for students designated as English Learners. One of the requirements of the legislation was to develop a statewide plan to support English Learners. The current statewide plan, published in 2024 named Oregon’s Multilingual Learner Strategic Plan, calls for several actions that support pathways to multilingualism in Oregon.

The Pathways to Multilingualism Grant of 2026-27 is Priority 4 of the Oregon Multilingual Learner Strategic Plan intended to support Oregon school districts to design (new programs) and improve established dual-language and tribal revitalization programs in Oregon. These programs assist students in gaining academic proficiency in multiple languages.

EFFECTIVE DATE AND DURATION

This Agreement is effective as of July 1, 2026 (“Effective Date”) once all Parties have executed it and all necessary approvals have been obtained. Unless extended or terminated earlier in accordance with its terms, this Agreement will expire on June 30, 2027 (“Expiration Date”).

GRANT MANAGERS

ODE’s Grant Manager is:

ODE GRANT #[XXXXX] – Pathways to Multilingualism Grant SAMPLE

Jennifer Fontana, Multilingual Education Specialist 255 Capitol St NE, Salem, OR 97310-0203 Phone: 503-866-4371 jennifer.fontana@ode.oregon.gov ODE Public Entity Grant | Approved as to Form by Oregon DOJ | Version 2026.06.17 Page 27 of 32 Grantee’s Grant Manager is:

[NAME]

[ADDRESS]

Phone: [###-###-####]

[EMAIL]

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

GRANT DOCUMENTS

This Agreement consists of this document and includes the following exhibits, each of which are incorporated into this Agreement and listed in descending order of precedence:

This Agreement less all exhibits Exhibit A (the “Project”) Exhibit B (Standard Terms and Conditions) Exhibit C (Insurance)

PROJECT ACTIVITIES

Grantee must perform the project activities set forth in Exhibit A (the “Project”), attached to this Agreement and incorporated by this reference, for the period beginning on the Effective Date and ending on the Expiration Date in Section 2 (the “Performance Period”).

GRANT FUNDS

Subject to the terms and conditions of this Agreement, ODE will provide Grantee up to $[XXXXX] (“Grant Funds”) for the Project. ODE will pay the Grant Funds from monies available through its Statewide English Language Learner Program (“Funding Source”).

SIGNATURES

EACH PARTY, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, ACKNOWLEDGES IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO ITS TERMS AND CONDITIONS. The Parties further agree that by the exchange of this Agreement electronically, each has agreed to the use of electronic means, if applicable, instead of the exchange of physical documents and manual signatures. By inserting an electronic or manual signature below, each authorized representative acknowledges that it is their signature, that each intends to execute this Agreement, and that their electronic or manual signature creates a valid and legally binding agreement as of the dates set forth below.

STATE OF OREGON acting by and through its Department of Education

By:

[Name, Title] Date

[Grantee Name]

By:

Authorized Signature Date

Printed Name Title

Federal Tax ID Number

Approved for Legal Sufficiency in accordance with ORS 291.047

EXHIBIT A

THE PROJECT

BACKGROUND AND GOALS

The Oregon Multilingual Learner Strategic Plan was established to transform Oregon’s education system, ensuring that all multilingual learners experience culturally and linguistically responsively and affirming learning environments, rigorous instructional programming and pathways that equip them to pursue their current and postsecondary visions of success.

Pathways to Multilingualism Grants are intended to support Oregon school districts in strengthening their dual language programs through biliteracy professional development and training, purchasing high-quality instructional materials for implementing biliteracy education, planning new dual language programs and/or expanding existing programs. Additionally, grants will support districts in strengthening or initiating tribal language revitalization programs.

The Pathways to Multilingualism Grant of 2026-27 is Priority 4 of the Oregon Multilingual Learner Strategic Plan intended to support Oregon school districts to design (new programs) and improve established dual-language and tribal revitalization programs in Oregon. These programs assist students in gaining academic proficiency in multiple languages.

Goal 3: All multilingual learners earn the Oregon State Seal of Biliteracy/Multiliteracy.

PROJECT ACTIVITIES, SCHEDULE, AND BUDGET

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

Indirect/Administrative Costs. Grantee may be reimbursed for indirect or administrative costs, as a percentage of the Grant Funds disbursed under this Grant, in an amount that does not exceed 10%. The rates described in this paragraph override any other verbal or written rate(s) provided by Agency, including in any notice of award provided by Agency’s Electronic Grants Management System (“EGMS”).

Budget Adjustments. Grantee may expend Grant Funds that differ from the amounts shown for each category or line item shown in the Project budget included in this Exhibit A (the “Budget”) by up to and including 25% without the prior consent of Agency’s Grant Manager. Grantee may expend Grant Funds that differ from the amounts shown for each category or line item in the Budget by more than 25% with the prior written approval of Agency’s Grant Manager, as long as the total amount expended for all Project activities paid for with Grant Funds does not exceed the amount identified in Section 6 of this Grant. Indirect/ administrative costs must be charged as described in this Exhibit A, if applicable, regardless of any adjustments to the Budget. Any adjustments that result in an increase to the amount identified in Section 6 may not be done without an amendment to this Grant.

ACCESSIBILITY

Worldwide Web Accessibility. If, as part of the Project, Grantee develops data or information that will be displayed or accessed through an Agency public website or world-wide web application (the “Content”), Grantee must comply with Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998 (P.L. 105-220), and provide individuals with disabilities access to and use of the Content in the website or application that is comparable to the access provided to individuals without disabilities. Grantee must design and format Content that meets at least the following standards, including as the standards are updated or replaced by subsequent versions (collectively, “Mandatory Standard”):

a) The Web Accessibility Initiative Accessible Rich Internet Applications Suite (WAI-ARIA) 1.0;

b) The World Wide Web Consortium’s (W3C’s) Web Content Accessibility Guidelines (WCAG) 2.0 Level AA for web content, including as each is updated (Mandatory Standard);

c) The web accessibility evaluation tool (WAVE), found at: http://wave.webaim.org/extension/

d) Content to be posted on the web must be checked and made compliant using the tool available at https://www.webaccessibility.com/

e) PDF files must comply with: http://webaim.org/techniques/acrobat/

f) Word files must comply with: http://webaim.org/techniques/word/

g) PPT files must comply with: http://webaim.org/techniques/powerpoint/

h) Excel files must comply with: https://webaim.org/techniques/excel/ Testing. Grantee must test all Content prior to submission to Agency to ensure it meets the Mandatory Standard. Agency will test the web or application to validate the Content meets the Mandatory Standards, including a manual validation review of the Content against the current W3 Checklist for Web Content Accessibility (link included for reference: https://www.w3.org/TR/1999/WAI-WEBCONTENT-19990505/full-checklist.pdf). If the Content fails the testing, Agency will notify Grantee and Grantee must remedy any deficiencies as provided in Section 7.1.3 of this Grant. If Agency determines that previously accepted Content does not meet the Mandatory Standard, Agency may issue a written notice to Grantee to remove the Content. Grantee shall remove Content identified in any such notice within 3 calendar days and take other corrective action specified in the notice.

PROJECT EVALUATION/REPORTING REQUIREMENTS

If the Performance Period begins prior to the Executed Date, any reports for Project activities shown in this Exhibit A as due prior to the Executed Date must be provided to Agency within 30 days of the Executed Date, if not already provided to Agency despite the lack of an executed Grant. Grantee will not be in default for failure to perform any reporting requirements prior to the Executed Date.

DISBURSEMENT PROVISIONS

Agency will disburse the Grant Funds using EGMS, on a cost incurred monthly basis upon receipt of Grantee’s request(s) for disbursement.

With each request for disbursement, Grantee must submit an expenditure report via email to Agency’s Grant Manager identified in Section 4.

EXHIBIT B

STANDARD TERMS AND CONDITIONS

1. DISBURSEMENT GENERALLY

Disbursement.

Subject to the availability of sufficient funds from the Funding Source (based on ODE’s reasonable projections), ODE will disburse Grant Funds to Grantee for the allowable Project activities described in Exhibit A and performed during the Performance Period.

Grantee must provide ODE any information regarding the expenditure of Grant Funds required by Exhibit A prior to disbursement or as ODE requests.

ODE will only disburse Grant Funds for completed Project activities or materials produced, that, if required by Exhibit A, are approved by ODE. If ODE determines any completed Project activities or materials produced are not acceptable and Grantee is responsible for those deficiencies, ODE will provide Grantee a detailed written description of the deficiencies within 15 calendar days of receipt of the materials or performance of the activity. Grantee must correct these deficiencies at no additional cost to ODE within 15 calendar days. Grantee may then resubmit a request for disbursement that includes evidence satisfactory to ODE demonstrating that the deficiencies were corrected.

Conditions to Disbursement. ODE will disburse Grant Funds only if the following conditions are met:

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

No default as described in Exhibit B, Section 9 has occurred; and Grantee’s representations and warranties in Exhibit B, Section 2 are true and correct on the date of disbursement, as if they were made on that date.

No Duplicate Payment. Grantee may use other funds in addition to the Grant Funds to complete the Project. However, the Grantee may not use Grant Funds to pay for Project costs that are paid for with other funds and would result in duplicate funding.

Suspension of Funding. If ODE reasonably projects it will have insufficient funds from the Funding Source to disburse the full Grant Funds, ODE may suspend funding and require Grantee to stop all or part of the Project dependent upon Grant Funds for up to 180 calendar days from the date of written notice to Grantee. Upon receipt of the notice, Grantee must immediately cease all Project activities funded by Grant Funds, or if immediate cessation is not possible, take all necessary steps to minimize the Project activities allocable to Grant Funds.

If ODE later projects that it will have sufficient funds, ODE will notify Grantee that it may resume Project activities. If sufficient funds do not become available, the Parties will collaborate to amend this Agreement to revise the Grant Funds and Project activities to reflect the available funds. If sufficient funding remains unavailable, or if the Parties do not agree to an amendment within 180 calendar days of the notice, ODE will either (i) cancel or modify its cessation order by a supplemental written notice, or (ii) terminate this Agreement as permitted by the termination provisions.

REPRESENTATIONS AND WARRANTIES

Organization/Authority. Grantee represents and warrants that:

Grantee is duly organized and validly existing;

Grantee has all necessary authority under Oregon Law to (i) execute this Agreement, (ii) incur and perform its obligations under this Agreement, and (iii) receive financing, including the Grant Funds, for the Project;

This Agreement, when duly executed by Grantee and ODE, constitutes a legal, valid and binding obligation of Grantee, enforceable by its terms;

If applicable, the Grantee's execution and delivery of this Agreement has been authorized by an ordinance, order or resolution of its governing body, or voter approval, and was adopted in accordance with applicable law and requirements for filing public notices and holding public meetings; and No pending or threatened proceeding against Grantee before any court or governmental authority exists that, if decided against Grantee, would materially adversely affect the Project or Grantee's ability to carry out the Project.

False Claims Act. Grantee acknowledges the Oregon False Claims Act (ORS 180.750 to 180.785) applies to any “claim” (as defined in ORS 180.750) Grantee makes or causes that relates to this Agreement or the Project. Grantee certifies that no such claim is or will be a “false claim” (as defined in ORS 180.750) or an act prohibited by ORS 180.755. Grantee further acknowledges that in addition to the remedies under Exhibit B, Section 10, if Grantee 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 against Grantee the liabilities and penalties under that Act.

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.

OWNERSHIP

Intellectual Property Definitions. As used in this Agreement, the following terms have the meanings set forth below:

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

“Work Product” means any invention, discovery, work of authorship, trade secret, or other tangible or intangible item Grantee is required to create or deliver for the Project, including all related intellectual property rights.

Grantee Ownership. Grantee must deliver copies of all Work Product as specified in Exhibit A. Grantee retains ownership of all Work Product, and grants ODE a perpetual, irrevocable, non-exclusive, royalty-free license to use, reproduce, create derivative works from, distribute, perform, and display the Work Product, to authorize others to do the same on ODE’s behalf and to sublicense the Work Product to other entities without restriction.

[3.5 Third-Party Ownership: Confirm that any license obtained for Third-Party Intellectual Property included in the Work Product permits the State to use, publish, and disclose the Work Product as necessary for public reporting, publication, and legislative disclosure.] Third-Party Ownership. If the Work Product is a derivative work based upon or otherwise includes Third-Party Intellectual Property, Grantee must obtain a license that provides ODE and other entities with the rights listed in Exhibit B, Section 3.4 for the Third-Party Intellectual Property used in the Work Product. If such a license cannot be obtained, Grantee must notify ODE in writing prior to using Third-Party Intellectual Property and work with ODE to determine acceptable alternative terms or provisions. If state or federal law requires that ODE or Grantee grant to the United States a license to any intellectual property in the Work Product, or requires ODE or the United States to own the intellectual property in the Work Product, then Grantee must execute any documents ODE reasonably requests to make any such grant or assignment.

Real Property. If the Project includes the acquisition, construction, remodel or repair of real property or improvements using Grant Funds, Grantee may not sell, transfer, encumber, lease, or otherwise dispose of such property or improvements for 6 years after the Grant’s Effective Date without ODE’s prior written consent.

CONFIDENTIAL INFORMATION

Confidential Information Definition. While performing its responsibilities under this Agreement, Grantee and its employees or agents may access or receive information that is: (i) confidential to ODE or Project participants; or (ii) restricted from disclosure by federal or state law. This includes but is not limited to: (a) “personal information” as defined in ORS 646A.602(12); (b) social security numbers; and (c) information protected by the Family Educational Rights and Privacy Act (FERPA), 20 USC § 1232g. All such information is collectively referred to as “Confidential Information.”

Nondisclosure. Grantee must protect Confidential Information as required by applicable law and keep it in strict confidence, using at least the same degree of care Grantee uses to protect its own confidential information. Grantee may not sell, assign, license, market, transfer, give, or disclose Confidential Information to third parties, or use Confidential Information except as allowed by law and only for Project activities. Grantee must inform its employees and agents of these restrictions and assist ODE in identifying and preventing any unauthorized use or disclosure of Confidential Information. Grantee must notify ODE immediately if Grantee learns or suspects that any Confidential Information has been, or may be, used or disclosed in violation of this Section. Grantee must, at its expense, cooperate with ODE in seeking injunctive or other equitable relief to stop or prevent any unauthorized use or disclosure of Confidential Information. Upon ODE’s request, Grantee must return or destroy any Confidential Information. If ODE requests destruction, Grantee must provide ODE written confirmation indicating how, when, and what information was destroyed.

Identity Protection Law. Grantee must maintain a formal, written information security program with safeguards to protect Confidential Information from loss, theft, and unauthorized disclosure, as required by the Oregon Consumer Information 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 any failure to comply with ORS 646A.600-628, (collectively, a “Breach”) with respect to Confidential Information, Grantee must promptly but in any event within one calendar day notify the ODE Grant Manager of such Breach. If the applicable Confidential Information was in the possession of Grantee or its agents at the time of the Breach, Grantee must: (i) investigate and remedy the technical causes and effects of the Breach; and (ii) provide ODE a written root cause analysis of the Breach and describe the specific steps Grantee will take to prevent the recurrence of an actual or potential Breach. If ODE determines notice to any individual or entity of the Breach is required, ODE will have sole control over the timing, content, and method of such notice, subject to Grantee’s obligations under applicable law.

Subgrants/Contracts. Grantee must require its subgrantees, contractors, and subcontractors who access or receive Confidential Information under this Agreement to protect such information to the same extent required of Grantee under subsections 4.1, 4.2 and 4.3 of this Section.

Background Checks. If ODE requests and law permits, Grantee’s employees, agents, contractors, subcontractors, and volunteers that perform Project activities must submit to a criminal background check, at Grantee’s expense, prior to performing Project activities or receiving Confidential Information. Based on the results of the background check, Grantee or ODE may refuse or limit (i) the participation of any Grantee employee, agent, contractor, subgrantee, or volunteer in Project activities or (ii) access to ODE personal information or Grantee premises.

CONTRIBUTION/SUBCONTRACTOR INDEMNIFICATION

Contributory Liability and Contractor Indemnification—Tort Claims.

Notification. If any third party makes any claim or brings any action, suit or proceeding alleging a tort as now or hereafter defined in ORS 30.260 (“Third-Party Claim”) against ODE or Grantee (the “Notified Party”) relating to this Agreement or the Project and with respect to which the other party (“Other Party”) may have liability, the Notified Party must promptly notify the Other Party in writing of the Third-Party Claim and deliver to the Other Party a copy of the claim, process, and all legal pleadings with respect to the Third-Party Claim. Either Party is entitled to participate in the defense of a Third-Party Tort Claim, and to defend a Third-Party Claim with counsel of its own choosing. Receipt by the Other Party of the notice and copies required in this paragraph and meaningful opportunity for the Other Party to participate in the investigation, defense and settlement of the Third-Party Claim with counsel of its own choosing are conditions precedent to the Other Party’s contribution obligation with respect to the Third-Party Claim.

ODE Contribution Joint Liability. With respect to a Third-Party Claim for which ODE is jointly liable with Grantee (or would be if joined in the Third-Party Tort Claim ), ODE shall contribute to the amount of expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Grantee in such proportion as is appropriate to reflect the relative fault of the ODE on the one hand and of Grantee on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of ODE on the one hand and of Grantee on the other hand shall be determined by reference to, among other things, the Parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. ODE’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, if ODE had sole liability in the proceeding.

Grantee Contribution. With respect to a Third-Party Claim for which Grantee is jointly liable with ODE (or would be if joined in the Third-Party Claim), Grantee shall contribute to the amount of expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by ODE in such proportion as is appropriate to reflect the relative fault of Grantee on the one hand and of ODE on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of Grantee on the one hand and of ODE on the other hand shall be determined by reference to, among other things, the Parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. Grantee’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, if it had sole liability in the proceeding.

Subcontractor Indemnification. Grantee shall take all reasonable steps to cause its contractor(s) that are not units of local government as defined in ORS 190.003, if any, to indemnify, defend, save and hold harmless the State of Oregon and its officers, employees and agents (“Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including attorneys’ fees) arising from a tort (as now or hereafter defined in ORS 30.260) caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Grantee’s contractor or any of the officers, agents, employees or subcontractors of the contractor ( “Claims”). It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by the contractor from and against any and all Contractor Claims.

Indemnity; Release—Claims Other Than Torts.

Indemnity. Except for Third-Party Claims and Contractor Claims as provided above, Grantee must defend, hold harmless, and indemnify the State of Oregon, the ODE, and their officers, employees, and agents from and against all claims, suits, actions, losses, damages, liabilities, costs, and expenses (including reasonable 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 Agreement (a “Non-Tort Claim”).

Defense. Grantee may control the defense and settlement of any Non-Tort Claim. But neither Grantee nor its attorney(s) may defend the Non-Tort Claim in the name of the State of Oregon or purport to act as its or its agencies’ legal representative without first receiving authority from the Attorney General, in a form and manner the Attorney General determines is appropriate. Grantee also may not settle any Non-Tort Claim on behalf of the State of Oregon without approval from the Attorney General. The State of Oregon may, at its election and expense, assume its own defense and settlement if it 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. Grantee may not use Grant Funds to pay for the defense or settlement of any Non-Tort Claim.

Limitation. Except as provided in this Section 5, neither Party will be liable for incidental, consequential, or other indirect damages arising out of or related to this Agreement, regardless of the legal theory of liability, whether in contract, tort (including negligence), strict liability, product liability, or otherwise. Neither Party will be liable for any damages resulting solely from the termination of this Agreement according to its terms.

INSURANCE

Grantee Insurance. Grantee shall comply with ORS 656.017 and provide Workers’ Compensation insurance coverage for its subject workers as defined in ORS 656.027. Additionally, Grantee shall maintain either self-insurance, commercial insurance, or a combination of both providing liability coverage, crime coverage for grant agreements, and other types and amounts of coverage necessary for insuring against: (i) any Third-Party Tort Claim and Non-Tort Claim the Grantee is responsible for under Exhibit B, Section 5: Contribution ; and (ii) other claims, suits, actions, losses, damages, liabilities, costs and expenses including attorney fees arising from Grantee’s acts or omissions relating to this Agreement. Grantee shall provide to ODE certificate(s) of insurance verifying coverage, including workers’ compensation insurance coverage, before commencing with any activities under this Agreement.

Subcontractor Insurance (if applicable). Grantee shall require its first-tier contractor(s) that are not units of local government as defined in ORS 190.003, if any, to obtain insurance specified in Exhibit C. If requested by ODE, Grantee shall provide proof of Subcontractor Insurance specified in Exhibit C.

Subgrantee Insurance (if applicable). Grantee shall require subgrantee(s), if any, to maintain crime insurance and additional insurance in the types and amounts that are commensurate with the type of work being performed by the subgrantees and that are consistent with applicable insurance industry standards. If requested by ODE, Grantee shall provide proof of such insurance.

Real Property. If the Project includes the construction, remodel or repair of, or improvements to real property, Grantee must insure the real property and improvements against liability and risk of physical loss, damage or destruction to the level customary for entities constructing, operating and maintaining similar property or facilities.

GOVERNING LAW, DESIGNATION OF FORUM AND CONSENT TO JURISDICTION, NON-WAIVER OF SOVEREIGN IMMUNITY Choice of Law. The laws of the State of Oregon (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

Designation of Forum. Any party bringing a legal action or proceeding against any other party arising out of or relating to this Agreement shall bring the legal action or proceeding in the Circuit Court of the State of Oregon for Marion County. Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum.

Federal forum. Notwithstanding Exhibit B, Section 7.2, if a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for the District of Oregon. This Section applies to a claim brought against the State of Oregon only to the extent Congress has appropriately abrogated the State of Oregon’s sovereign immunity and is not consent by the State of Oregon to be sued in federal court. This Section is also not a waiver by the State of Oregon of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

ALTERNATIVE DISPUTE RESOLUTION

The Parties will first attempt in good faith to resolve any dispute arising from this Agreement. This may be done at any management level, including levels higher than those directly responsible for administering the Agreement. Additionally, the Parties may agree to use a jointly selected mediator 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.

DEFAULT

Grantee. Grantee will be in default under this Agreement if any of the following events occur:

Grantee fails to use Grant Funds for the purposes described in Exhibit A or otherwise fails to perform any of its obligations under this Agreement;

Any representation, warranty, or statement by Grantee in this Agreement, or in any documents or reports ODE relied upon to measure the Project, the expenditure of Grant Funds or the performance by Grantee is untrue in any material respect when made; or A petition or case is filed by or against Grantee under any bankruptcy, insolvency, receivership, or other similar federal or state law for debt adjustment or reorganization; where a petition filed against Grantee, Grantee acquiesces to such petition, the petition is not dismissed within 20 calendar days, or such dismissal is not final or is subject to appeal; or Grantee becomes insolvent, admits its inability to pay its debts when due, or Grantee makes an assignment for the benefit of creditors.

ODE. ODE will be in default under this Agreement if ODE fails to fulfill any of its obligations under this Agreement within 15 calendar days after Grantee provides written notice describing the failure; provided, however, ODE will not be in default if ODE fails to disburse Grant Funds due to insufficient expenditure authority or lack of available funds from the Funding Source.

REMEDIES

ODE Remedies. If Grantee defaults under Exhibit B, Section 9.1, ODE may pursue any remedies available under this Agreement, at law, or in equity, including: (i) terminating this Agreement under Exhibit B, Section 12.2; (ii) reducing or withholding payment for deficient Project activities or materials, or for activities Grantee fails to complete by scheduled deadlines; (iii) requiring Grantee to complete, at Grantee’s expense, additional activities necessary to meet Grantee's obligations or performance standards under this Agreement; (iv) initiating an action or proceeding for damages, specific performance, or declaratory or injunctive relief; (v) recovering overpayments under Exhibit B, Section 11 or setoff, or both; or (vi) declaring Grantee ineligible for future ODE awards. These remedies are cumulative (to the extent not inconsistent), and ODE may pursue any remedy or remedies singly, collectively, or in any order.

Grantee Remedies. If ODE defaults under Exhibit B, Section 9.2 and regardless of whether Grantee terminates this Agreement, Grantee’s sole monetary remedy will be, subject to any limits in this Agreement, reimbursement of Project activities completed and accepted by ODE and authorized expenses incurred, less any claims ODE has against Grantee. ODE will not be liable to Grantee for any expenses related to Grant termination or for anticipated profits.

WITHHOLDING FUNDS, RECOVERY

ODE may withhold from disbursements of Grant Funds due to Grantee, or Grantee must return to ODE within 30 calendar days of ODE’s written demand any Grant Funds: (i) paid to Grantee under this Agreement, or payments made under any other agreement between the Parties, that exceed the amount to which Grantee is entitled; (ii) received by Grantee that remain unexpended or contractually committed for the Project at the end of the Performance Period; (iii) determined by ODE to be spent for purposes other than allowable Project activities; or (iv) requested by Grantee as payment for deficient activities or materials.

TERMINATION

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

By ODE. ODE may terminate this Agreement as follows:

At ODE’s discretion, upon 30 calendar days advance written notice;

Immediately upon written notice to Grantee, if ODE does not receive funding, appropriations, limitations or other expenditure authority that ODE, in its reasonable administrative discretion, determines is sufficient;

Immediately upon written notice to Grantee, if federal or state laws, rules, regulations or guidelines are modified or interpreted to prohibit ODE’s performance under this Agreement or from funding the Agreement from the Funding Source; or Immediately upon written notice to Grantee, if Grantee defaults under this Agreement and the default remains uncured 15 calendar days after written notice of the default to Grantee.

By Grantee. Grantee may terminate this Agreement as follows:

Immediately upon written notice to ODE, if Grantee does not receive sufficient funding, appropriations, limitations or other expenditure authority to perform its obligations under this Agreement;

Immediately upon written notice to ODE, if applicable laws, rules, regulations or guidelines are modified or interpreted to prohibit the Project activities under this Agreement or prohibit Grantee from paying for the Project using Grant Funds or other Project funding; or Immediately upon written notice to ODE, if ODE defaults under this Agreement and the default remains uncured 15 calendar days after written notice of the default to ODE.

Cease Activities. Upon receiving a notice of Grant termination, Grantee must immediately stop all activities under this Agreement, unless ODE’s notice expressly directs otherwise. Upon termination, Grantee must deliver to ODE all materials and property that this Agreement requires Grantee to provide to ODE or that are needed to complete Project activities Grantee would have performed.

ODE GRANT #[XXXXX] – Pathways to Multilingualism Grant

ODE Public Entity Grant Agreement | Approved as to Form by Oregon DOJ | Version 2026.06.17 Page 27 of 32

MISCELLANEOUS

Conflict of Interest. By signing this Agreement, Grantee certifies that the award of this Agreement and all Project activities funded by this Agreement do not create any potential or actual conflict of interest, as defined by ORS Chapter 244, for any director, officer, or employee of Grantee.

Nonappropriation. ODE’s obligation to pay any amounts and perform its duties under this Agreement is subject to the availability of sufficient funding, appropriations, limitations, allotments, or other expenditure authority as determined by ODE in its reasonable administrative discretion. Nothing in this Agreement will be construed to permit any violation of Article XI, Section 7 of the Oregon Constitution or any other law limiting the activities, liabilities or monetary obligations of ODE.

Amendments. This Agreement may only be modified, supplemented or amended by written agreement signed by both Parties.

Notice. Except as otherwise expressly provided in this Agreement, any notices given under this Agreement must be in writing and sent by email with delivery receipt. Notices to Grantee must be sent to a Grantee’s Grant Manager at the email address set forth in this Agreement. Notices to ODE must be sent to ODE’s Grant Manager at the email address set forth in this Agreement and to ODE.Procurement@ode.oregon.gov. Notice given by email becomes effective when the sender receives a confirmation of delivery receipt generated by the recipient's email system.

Survival. All rights and obligations of the Parties under this Agreement will cease upon termination of this Agreement, except for those set forth in Exhibit B, Sections 5, 7, 8, 10, 11, subsection 13.5, subsection 13.13 and any other provisions that expressly or by their nature survive termination. Termination will not affect any rights or obligations that accrued prior to the date of termination.

Severability. If a court of competent jurisdiction declares any term or provision of this Agreement invalid or unenforceable, the remaining terms and provisions will remain in full force and effect, and the Parties’ rights and obligations will be construed as if the Agreement did not contain the invalid term or provision.

Counterparts, Headings. This Agreement may be signed in multiple counterparts, each of which is an original and when taken together constitutes one agreement, even if all Parties are not signatories to the same counterpart. Section headings are for reference only and may not be used to construe the meaning or to interpret this Agreement.

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

Intended Beneficiaries. ODE and Grantee are the only parties to this Agreement and are the only parties that may enforce its terms. Nothing in this Agreement provides any direct or indirect benefit or right to third persons unless such third persons are individually identified by name and expressly described as an intended beneficiary.

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

Contracts and Subgrants. Grantee must obtain ODE’s written consent before entering into any contracts or subgrants for Project activities, if allowed. Consent does not relieve Grantee of its obligations under this Agreement.

Time of the Essence. Time is of the essence in Grantee’s performance of the Project activities.

Records Maintenance and Access. Grantee must maintain all financial records relating to this Agreement consistent with generally accepted accounting principles and all other records in a manner that clearly documents Grantee’s performance. All financial records and other records relevant to this Agreement, whether in paper, electronic or other form, are referred to as “Records.” Grantee will provide ODE, the Oregon Secretary of State, the federal government and each of their authorized representatives with access to all Records to perform examinations and audits and make excerpts and transcripts. Grantee must retain and keep accessible all Records for at least 6 years following termination of this Agreement, longer if required by applicable law, or until the conclusion of any audit, controversy or litigation related to this Agreement, whichever date is later.

Merger, Waiver. This Agreement and its exhibits and attachments constitute the entire agreement between the Parties. There are no other understandings, agreements, or representations, oral or written, regarding this Agreement. Any waiver or consent under this Agreement must be in writing and signed by both Parties and is effective only for the specific instance and purpose stated.

EXHIBIT C

SUBCONTRACTOR INSURANCE

INSURANCE REQUIREMENTS:

Grantee/Recipient shall obtain at Grantee/Recipient’s expense the insurance specified in this Exhibit prior to performing under this Grant Agreement. Grantee/Recipient shall maintain such insurance in full force and at its own expense throughout the duration of this Grant Agreement, as required by any extended reporting period or continuous claims made coverage requirements, and all warranty periods that apply. Grantee/Recipient shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in the State of Oregon and that are acceptable to Agency. All coverage shall be primary and non-contributory with any other insurance and self-insurance, with the exception of Professional Liability and Workers’ Compensation. Grantee/Recipient shall pay for all deductibles, self-insured retention, and self-insurance, if any.

If Grantee/Recipient maintains broader coverage and/or higher limits than the minimums shown in this Exhibit, Agency requires and shall be entitled to the broader coverage and/or higher limits maintained by Grantee/Recipient.

WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITY:

All employers, including Grantee/Recipient, that employ subject workers, as defined in ORS 656.027, shall 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/Recipient shall require and ensure that each of its subcontractors complies with these requirements. If Grantee/Recipient is a subject employer, as defined in ORS 656.023, Grantee/Recipient shall also obtain Employers' Liability insurance coverage with limits not less than $500,000 each accident.

If Grantee/Recipient is an employer subject to any other state’s workers’ compensation law, Grantee shall 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 shall require and ensure that each of its out-of-state subcontractors complies with these requirements.

As applicable, Grantee/Recipient shall obtain coverage to discharge all responsibilities and liabilities that arise out of or relate to the Jones Act with limits of no less than $5,000,000 and/or the Longshoremen’s and Harbor Workers’ Compensation Act.

COMMERCIAL GENERAL LIABILITY:

Grantee/Recipient shall provide Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage that are satisfactory to the State of Oregon. This insurance must include personal and advertising injury liability, products and completed operations, contractual liability coverage for the indemnity provided under this Grant Agreement, and have no limitation of coverage to designated premises, project, or operation. Coverage must be written on an occurrence basis in an amount of not less than $1,000,000 per occurrence and not less than $2,000,000 annual aggregate limit.

AUTOMOBILE LIABILITY INSURANCE:

|X| Required Grantee/Recipient shall provide Automobile Liability Insurance covering Grantee/Recipient’s business use including coverage for all owned, non-owned, or hired vehicles with a combined single limit of not less than $1,000,000 for bodily injury and property damage. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for Commercial General Liability and Automobile Liability). Use of personal Automobile Liability insurance coverage may be acceptable if evidence that the policy includes a business use endorsement is provided.

PROFESSIONAL LIABILITY:

|X| Required Grantee/Recipient shall provide Professional Liability Insurance covering any damages caused by an error, omission or any negligent acts related to the services to be provided under this Grant Agreement by the Grantee/Recipient and Grantee/Recipient’s subcontractors, agents, officers or employees in an amount not less than $1,000,000 per claim and not less than $2,000,000 annual aggregate limit.

If coverage is provided on a claims made basis, then either an extended reporting period of not less than 24 months shall be included in the Professional Liability insurance coverage, or the Grantee/Recipient shall provide Continuous Claims Made coverage as stated below.

PHYSICAL ABUSE AND MOLESTATION INSURANCE:

|X| Required Grantee/Recipient shall provide Physical Abuse and Molestation Insurance in a form and with coverage that are satisfactory to the State covering damages arising out of actual, perceived, or threatened physical abuse, mental injury, sexual molestation, negligent: hiring, employment, supervision, training, investigation, reporting to proper authorities, and retention of any person for whom the Grantee/Recipient is responsible including but not limited to Grantee/Recipient and Grantee/Recipient’s employees and volunteers. Policy endorsement’s definition of an insured must include the Grantee/Recipient, and the Grantee/Recipient’s employees and volunteers. Coverage must be written in an amount of not less than $1,000,000 per occurrence or per claim and not less than $3,000,000 annual aggregate. Coverage can be provided by a separate policy or as an endorsement to the Commercial General Liability or Professional Liability policies. The limits must be exclusive to this required coverage. Incidents related to or arising out of physical abuse, mental injury, or sexual molestation, whether committed by one or more individuals, and irrespective of the number of incidents or injuries or the time period or area over which the incidents or injuries occur, shall be treated as a separate occurrence for each victim. Coverage must include the cost of defense and the cost of defense shall be provided outside the coverage limit.

CONTINUOUS CLAIMS MADE COVERAGE FOR PHYSICAL ABUSE AND MOLESTATION INSURANCE:

If Physical Abuse and Molestation Insurance is on a claims made basis and does not include an extended reporting period of at least 60 months, then Grantee/Recipient shall maintain continuous claims made Physical Abuse and Molestation Insurance coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of the Grant Agreement, for a minimum of 60 months following the later of:

(i) Grantee/Recipient ’s completion and Agency’s acceptance of all Services required under the Grant Agreement, or

(ii) Agency or Grantee/Recipient termination of this Grant Agreement, or

(iii) The expiration of all warranty periods provided under this Grant Agreement.

Additional Coverages That May Apply:

DIRECTORS, OFFICERS, AND ORGANIZATION LIABILITY:

|X| Required Grantee/Recipient shall provide Directors, Officers and Organization…