Att.A_Sample Grant.pdf

ODE GRANT # S-58100-00011280 – Early Literacy Success Community Grants

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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 Education (“Agency”) and [Grantee Name] (“Grantee”), each a “Party” and, together, the “Parties”.

AUTHORITY

Pursuant to HB 3198 (2023), ORS 327.843 and OAR 581-017-0801 to 581-017-0806, Agency is authorized to enter into a grant agreement and provide funding for the purposes described in this Grant.

PURPOSE

In establishing the Early Literacy Success Community Grant, Agency has identified an urgency to bolster literacy statewide, including the importance of community voice and family engagement in literacy development. Therefore, the Early Literacy Success Community Grant will focus on literacy for the community, by the community.

The purpose of the Early Literacy Success Community Grant program is to bolster literacy in communities statewide while using community voice and family engagement to:

a. expand the state’s culturally and linguistically responsive early literacy programs,

b. implement High-Dosage Tutoring programs and provide training to tutors that are research-aligned, and

c. foster authentic engagement of families and caregivers of early elementary grades.

EFFECTIVE DATE AND DURATION

When all Parties have executed this Grant, and all necessary approvals have been obtained (“Executed Date”), this Grant is effective and has a Grant funding start date as of [Start Date] (“Effective Date”), and, unless extended or terminated earlier in accordance with its terms, will expire on [End Date].

GRANT MANAGERS

4.1 Agency’s Grant Manager is:

[NAME]

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[ADDRESS]

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

[EMAIL]

4.2 Grantee’s Grant Manager is:

[NAME]

[ADDRESS]

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

[EMAIL]

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

PROJECT ACTIVITIES

Grantee must perform the project activities set forth in 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 set forth in Section 3 (the “Performance Period”).

GRANT FUNDS

In accordance with the terms and conditions of this Grant, Agency will provide Grantee up to $[XXXXX] (“Grant Funds”) for the Project. Agency will pay the Grant Funds from monies available through its [identify funding source] (“Funding Source”).

DISBURSEMENT GENERALLY

7.1 Disbursement.

7.1.1 Subject to the availability of sufficient moneys in and from the Funding Source based on Agency’s reasonable projections of moneys accruing to 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.

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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.

7.4 Suspension of Funding and Project. Agency may by written notice to Grantee, temporarily cease funding and require Grantee to stop all, or any part, of the Project dependent upon Grant Funds for a period of up to 180 days after the date of the notice, if Agency has or reasonably projects that it will have insufficient funds from the Funding Source to disburse the full amount of the Grant Funds.

Upon receipt of the notice, Grantee must immediately cease all Project activities dependent on Grant Funds, or if that is impossible, must take all necessary steps to minimize the Project activities allocable to Grant Funds.

If Agency subsequently projects that it will have sufficient funds, Agency will notify Grantee that it may resume activities. If sufficient funds do not become available, Grantee and Agency will work together to amend this Grant to revise the amount of Grant Funds and Project activities to reflect the available funds. If sufficient funding does not become available or an amendment is not agreed to within a period of 180 days after issuance of the notice, Agency will either (i) cancel or modify its cessation order by a supplemental written notice or (ii) terminate this Grant as permitted by either the termination at Agency’s discretion or for cause provisions of this Grant.

REPRESENTATIONS AND WARRANTIES

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

8.1.1 Grantee is a [insert type of entity: school district, education service district, non-profit entity, university, unit of local government, etc.] 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 (i) execute this Grant, (ii) incur and perform its obligations under this Grant, and (iii) 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;

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8.1.4 If applicable and necessary, the execution and delivery of this Grant by Grantee has been 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 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 no claim described in the previous sentence is or will be a “false claim” (as defined by ORS 180.750) or 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.

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

ODE Grant v2, updated 20210128 Page 5 of 24 intellectual property in the Work Product, then Grantee must execute such further documents and 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.

9.4 Real Property. If the Project includes the acquisition, construction, remodel or repair of real property or improvements to real property, Grantee may not sell, transfer, encumber, lease or otherwise dispose of any real property or improvements to real property paid for with Grant Funds for a period of six (6) years after the Effective Date of this Grant without the prior written consent of the Agency.

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(12), (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 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 a failure to comply with the requirements of ORS 646A.600-628, (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

ODE Grant v2, updated 20210128 Page 6 of 24 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 is 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 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.

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

ODE Grant v2, updated 20210128 Page 7 of 24 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.

INSURANCE

12.1 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.

12.2 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.

12.3 Real Property. If the Project includes the construction, remodel or repair of real property or improvements to real property, Grantee must insure the real property and improvements against liability and risk of direct physical loss, damage or destruction at least to the extent that similar insurance is customarily carried by entities constructing, operating and maintaining similar property or facilities.

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.

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

ODE Grant v2, updated 20210128 Page 8 of 24 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

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.

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: (i) termination of this Grant under Section 18.2, (ii) reducing or withholding payment for Project activities or materials that are deficient or Grantee has failed to complete by any scheduled deadlines, (iii) requiring Grantee to complete, at Grantee’s expense, additional activities necessary to satisfy its obligations or meet performance standards under this Grant, (iv) initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief, (v) exercise of its right of recovery of overpayments under Section 17 of this Grant or setoff, or both, or (vi) 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

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Grantee 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.

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.

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.

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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.

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 11, 13, 14, 16, 17 and subsection 19.5 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

ODE Grant v2, updated 20210128 Page 11 of 24 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, 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

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Grant.

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

• This Grant less all exhibits

• Exhibit A (the “Project”)

• Exhibit B (Insurance)

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.

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. The Parties further agree that by the exchange of this Grant 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 Grant, and that their electronic or manual signature should be given full force and effect to create a valid and legally binding agreement.

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 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

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By:

[Name, Title] Date

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EXHIBIT A

THE PROJECT

SECTION I. BACKGROUND AND GOALS

ORS 327.829 directs the Oregon Department of Education to develop and implement a statewide program to: (a) Increase early literacy for children from birth to grade three; (b) Reduce early literacy academic disparities for student groups that have historically experienced academic disparities; (c) Increase support to parents and guardians to enable them to be partners in the development of their children’s literacy skills and knowledge; and (d) Increase access to early literacy support that is research-aligned, culturally responsive, student-centered and family-centered.

As outlined in OAR 581-017-0802:

(1) There is established the Early Literacy Community Grants Program to support Community-Based Organizations, early learning hubs, providers of early learning services, Tribes, public libraries, post-secondary institutions of education, or a consortium of these entities who are working to:

(a) expand culturally responsive early literacy programs for children in early elementary grades by:

(A) encouraging family and caregiver engagement; and

(B) providing research-aligned professional training and coaching for direct service staff in early literacy;

(b) develop and implement culturally and linguistically responsive programs that engage parents and children in early elementary grades in early literacy;

(c) provide high-dosage tutoring programs and training to tutors to qualify the tutors for instruction in a culturally and linguistically responsive manner consistent with research-aligned literacy strategies.

(2) The programs and services to be provided under the Grant must demonstrate alignment to district provided early literacy instruction from the region(s) where programs and services are being implemented, as well as, programs related to culturally-specific parent and child support.

(3) Subject to available funds, the Department of Education shall award Grants based on a detailed description of proposed programming or services. The programs or services include:

(a) scale-up of an existing program or project that provides early literacy high-dosage tutoring, family engagement to support early literacy success, and training for the provision of high-dosage tutoring; or

(b) implementation of a new program or project that provides early literacy high-dosage tutoring, family engagement to support early literacy success, and training for the provision of high-dosage tutoring

SECTION II. FUNDING AND REQUIRED ACTIVITIES

Agency will disburse Grant Funds to Grantee, for the purpose of implementing approved Project Activities to address the Early Literacy Success Community Grants. Grantee shall implement their approved Project Plan (see Section III. Reporting Requirements), addressing the purposes of the grant outlined in ORS 327.829 and OAR 581-017-0802:

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(a) Expand culturally and linguistically responsive early literacy programs for children in early elementary grades by:

(A) Encouraging family and caregiver engagement; and

(B) Providing research-aligned professional training and coaching for direct service staff in early literacy.

(b) Develop and implement programs that engage parents and children in early elementary grades in early literacy and that are available equitably and statewide.

(c) Provide high-dosage tutoring programs and training to tutors to qualify the tutors for instruction in a manner consistent with research-aligned literacy strategies.

Indirect Costs. Grantee will be reimbursed for indirect or administrative costs, as provided in OAR 581- 017-0805:

(2) Indirect costs will be allowed as a percentage of the direct costs of the Grant award disbursed as follows:

(a) Up to five percent for school districts, education service districts, public charter schools, early learning hubs, or post-secondary institutions of education;

(b) Up to fifteen percent for community-based organizations, public libraries, or providers of early learning services;

(c) Indirect costs for partnerships or consortiums will be allowed based on the lead entity’s organization type.

Submission of Project Plan and Budget. By each deadline below, Grantee shall submit an annual Project Plan, including a Project Budget, for Agency’s approval that explains the activities that Grantee will engage in during the associated period of time to address the statutory objectives referenced above:

• October 1, 2024—describing activities from October 1, 2024–June 30, 2025

• July 1, 2025—describing activities from July 1, 2025–June 30, 2026

• July 1, 2026—describing activities from July 1, 2026–June 30, 2027

Implementation of Project Plan and Budget. After first obtaining Agency’s approval in writing, Grantee shall implement Grantee’s approved Project Plan, in accordance with the approved Project Budget. Upon approval, this approved Project Plan and Project Budget shall be incorporated into the Grant by this reference.

Three-year Implementation Goal. By the end of the Grant Performance Period, after implementing Grantee’s approved Project Plan and engaging in activities described above, Grantee shall implement the three-year performance goal articulated as a requirement of this RFA. Grantee must be able to demonstrate progress towards completion of this activity through measurable and articulable metrics, reported in any reporting for the Annual Final Progress Report.

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Agency Technical Support. Agency will provide support in the following ways:

• Technical support to set up an account on EGrant Management System (EGMS) and how to submit claims

• Technical support to navigate Smartsheets

• Support implementing Community Early Literacy Framework and Toolkit

• Support implementing program requirements (ex: High-Dosage Tutoring, training for High-Dosage Tutoring, and family and caregiver engagement)

SECTION III. REPORTING REQUIREMENTS

The table below outlines reporting requirements, reporting period, and due dates for each item.

Below the table, there is a detailed description of each required deliverable. 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.

# Required Report or Deliverable Reporting Period Due Date*

1 Annual Project Plan (Project Activities Table and Project Budget)

October 1, 2024–June 30, 2025 October 1, 2024

July 1, 2025–June 30, 2026 July 1, 2025

July 1, 2026–June 30, 2027 July 1, 2026

2 Quarterly Expenditure Report July 1–September 30 October 30**

October 1–December 31 January 30**

January 1–March 31 April 30**

April 1–June 30 August 14**

3 Annual Mid-Year Progress Report September 1, 2024–December 31, March 1, 2025

July 1, 2025–December 31, 2025 March 1, 2026

July 1, 2026–December 31, 2026 March 1, 2027

4 Annual Final Progress Report July 1, 2024–June 30, 2025 August 31, 2025

July 1, 2025–June 30, 2026 August 31, 2026

July 1, 2026–June 30, 2027 August 31, 2027

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5 Evaluation and monitoring activities July 1, 2024–June 30, 2025 Ongoing and as requested by Agency

July 1, 2025–June 30, 2026

July 1, 2026–June 30, 2027

6 Memorandum of Understanding (MOU) or other agreements with Project Partners

July 1, 2024–June 30, 2025 Ongoing and as requested by Agency

July 1, 2025–June 30, 2026

July 1, 2026–June 30, 2027

*If due date falls on a weekend or holiday, report or deliverable will be due the next business day.

**Annually, through the end of the Performance Period.

1. Annual Project Plan (Project Activities Table and Project Budget) The annual Project Plan shall be defined to include the following components:

a. Project Activities Table, which must include the following information about each proposed Project Activity:

i. All of the purposes of the Early Literacy Success Community Grants

ii. Description of unique Project Activity

iii. Partners or contractors who will be involved, if any

iv. Planned start and end dates of the Project Activity

v. One or more Specific, Measurable, Achievable, Realistic, Time-Bound (SMART)

Outcomes

b. Project Budget, which must include:

i. Description of each allocated line item, which may include but is not limited to:

1. Name of service/contractor/training etc. being purchased.

2. Number of expected participants served (e.g., students, families, community members)

3. Number of events hosted, if applicable.

4. Which approved Project Activities the expenditure supports.

5. FTE proportion and title for personnel allocated to the project.

ii. Whether the expense is a direct administrative or direct service cost. Note that direct administrative costs are limited to 10% of grant award.

iii. Total amount allocated for each expenditure line.

iv. Additional details as requested by Agency (e.g., MOUs, contract solicitation process details)

2. Quarterly Expenditure Report Grantee must complete and submit the Quarterly Expenditure Report as directed by Agency which may include the following requirements:

a. Expenses incurred during the claim period for each allocated line item.

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b. Documentation as needed according to the grant expenditure guidance provided by the Agency.

c. Brief (1-3 sentence) description of the work completed during the claim period.

3. Annual Mid-Year Progress Report Grantee must complete and submit the Annual Mid-Year Progress Report on the template provided by the Agency. The Agency will provide a report template to the Grantee no later than 30 days before each reporting due date. Grantee must submit progress data for each Project Activity, including but not limited to the following:

a. Highlights and accomplishments

b. Challenges and how they were or will be addressed

c. Progress toward intended outcomes

d. Number of participants served (including students, families, educators or organization staff, etc.)

e. Participant Profile (to document an example of the impact of the Project)

f. Artifacts or documentation (e.g., photos, testimonials, reports)

4. Annual Final Progress Report

Grantee must complete and submit to Agency the Annual Final Progress Report Grantee on the template provided by Agency to Grantee. The Agency will provide a report template to the Grantee no later than 30 days before each reporting due date. In the final grant year, this reporting requirement shall survive termination of this Agreement. The template provided by Agency may include the following requirements:

a. Highlights and accomplishments

b. Challenges and how they were or will be addressed

c. Progress toward intended outcomes

d. Number of participants served (including students, families, educators or organization staff, etc.)

e. Participant Profile (to document an example of the impact of the Project)

f. Artifacts or documentation (e.g., photos, testimonials, reports)

5. Evaluation and monitoring activities:

Grantee must complete Evaluation and Monitoring activities as directed by Agency which may include the following requirements:

a. Attend monthly meetings as requested and initiated by the Agency;

b. Participate in trainings as requested and initiated by Agency;

c. Present at a regularly scheduled Early Literacy Success Community Grants Advisory

Group meeting.

d. Coordinate with Agency to schedule visits as requested by Agency. Purposes for such visits include but are not limited to:

i. relationship building;

ii. understanding the program operations;

iii. learning walks to deepen understanding of physical space and Project Activities;

iv. observing or participating in Project Activities; and

v. providing technical assistance to Grantee.

e. Provide participant information as requested by Agency.

f. Administer data collection with Project participants as requested by Agency.

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g. Provide other information to Agency and external evaluators as requested (e.g., changes to program logic model, timeline of progress, plans for sustaining the program).

6. Memorandum of Understanding (MOU) or other agreements with Project Partners Grantee must maintain all Memoranda of Understanding or other agreements with Project partners or contractors and provide such agreements to Agency upon request. Grantee must report any changes in writing within 15 days to Agency’s Grant Manager identified in Section 4.

Project Plan Adjustments. In the event of any changes to the annual Project plan, Grantee shall submit a revised Project plan to Agency for approval. Grantee may expend Grant Funds that differ from the amounts shown for each category or line item in the Project Budget 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 Agreement.

Indirect/administrative costs must be charged as described in this Exhibit A, if applicable, regardless of any adjustments to the Project 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.

SECTION IV. PROJECT EVALUATION/MONITORING REQUIREMENTS

Upon any request by Agency and as directed by Agency, Grantee must complete the following Project evaluation and monitoring activities:

1. Attend monthly meetings as requested and initiated by the Agency;

2. Participate in trainings as requested and initiated by Agency;

3. Present at a regularly scheduled Community Early Literacy Advisory Group meeting, which has been created and convened by Agency.

4. Coordinate with Agency to schedule visits as requested by Agency. Purposes for such visits include but are not limited to:

a. relationship building;

b. understanding the program operations;

c. learning walks to deepen understanding of physical space and Project Activities;

d. observing or participating in Project Activities; and

e. providing technical assistance to Grantee.

5. Provide participant information as requested by Agency.

6. Administer data collection with Project participants as requested by Agency.

7. Provide other information to Agency and external evaluators as requested (e.g., changes to program logic model, timeline of progress, plans for sustaining the program).

SECTION V. DISBURSEMENT PROVISIONS

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

With each request for disbursement, Grantee must submit an expenditure report as described in Section III.2 Expenditure Report.

SECTION VI. ACCESSIBILITY

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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”):

• The Web Accessibility Initiative Accessible Rich…