Attachment A - Sample Grant Agreement 24-25.pdf

DELC GRANT #00000 – Preschool Promise

STATE OF OREGON

GRANT AGREEMENT

Grant No. 00000 This Grant Agreement (“Grant” or “Grant Agreement”) is between the State of Oregon acting by and through its Department of Early Learning and Care (“Agency”) and Name of Grantee (“Grantee”), each a “Party” and, together, the “Parties”.

SECTION 1: AUTHORITY

Pursuant to ORS 329.172, Agency is authorized to enter into a grant agreement and provide funding for the purposes described in this Grant.

SECTION 2: PURPOSE

The Preschool Promise (PSP) program was created as a model for a publicly-funded, high-quality preschool system. This Grant provides funding for PSP programs administered by the Grantee.

SECTION 3: EFFECTIVE DATE, DURATION, AND PERFORMANCE PERIOD

When all Parties have executed this Grant, and all necessary approvals have been obtained (“Execution Date”), this Grant is effective and has a Grant funding start date as of July 1, 2024 (“Effective Date”), and, unless extended or terminated earlier in accordance with its terms, will expire on June 30, 2025.

SECTION 4: GRANT MANAGERS

4.1 Agency’s Grant Manager is:

Anthony Martirano, Grant Manager Department of Early Learning and Care

700 Summer Street NE, Suite 300; Salem, OR 97301 Phone: 503-856-2895 | email: psp@delc.oregon.gov

4.2 Grantee’s Grant Manager is:

Name Organization Address Phone | email

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

SECTION 5: PROJECT ACTIVITIES

Grantee must perform the project activities set forth on Exhibit A (the “Project”), attached hereto and incorporated in this Grant by this reference, for the period beginning on the Effective Date and ending June 30, 2025 (the “Performance Period”). The Performance Period is the period during which services under this Grant must be performed. Services performed outside of the Performance Period are not eligible for reimbursement.

SECTION 6: GRANT FUNDS

6.1 In accordance with the terms and conditions of this Grant, Agency will provide Grantee up to

$000000.00 (“Grant Funds”) for the Project. Agency will pay the Grant Funds from monies available through its State of Oregon General Funds and Other Funds appropriations (“Funding Source”).

6.2 Agency may, by written notice to Grantee, temporarily cease funding and require Grantee to stop all or any part of the Project depending 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.

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

6.2.2 If Agency subsequently projects that it will have sufficient Grant Funds, Agency will notify Grantee that it may resume activities.

6.2.3 If sufficient Grant Funds do not become available, Grantee and Agency will work together to amend this Grant Agreement to revise the amount of Grant Funds and Project activities to reflect the available Grant Funds.

6.2.4 If sufficient Grant Funds do 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 the Project cessation order by a supplemental written notice or (ii) terminate this Grant Agreement as permitted by either the termination of Agency’s discretion or for cause provisions of this Grant Agreement.

SECTION 7: DISBURSEMENT GENERALLY

7.1 Disbursement.

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

7.1.2 Grant Funds will be paid to Grantee using Agency’s provided grants management system.

7.1.3 Grantee must request disbursement of Grant Funds on a monthly or quarterly basis. Grantee may expend Grant Funds only for costs that are reasonable, necessary, directly related, and allocable to the Project (“Allowable Costs”). By submitting a claim, Grantee attests the costs for which it requests disbursements are Allowable Costs.

7.1.4 Grantee must accurately and completely account for and document its expenditures in sufficient detail to permit Agency to verify that Grantee spent its Grant Funds only on Allowable Costs.

7.1.5 For purposes of this Grant, “Vacancies” means the number of children and families actually served by Grantee in a reporting period is less than the number of children and families set forth in Exhibit A, Section III, as the Target Number of Children/Slots.

7.1.6 For purposes of this Grant, “Un-opened Sites” means the number of opened sites is less than the number of planned sites.

7.1.7 If applicable, Agency may withhold disbursements of Grant Funds if Grantee discloses any Vacancies or Unopened Sites in the reports required under Exhibit A, Section IV. The amount withheld due to Grantee’s Vacancies or Un-opened Sites may increase based on the length of time and degree of Grantee’s Vacancies or Un-opened Sites. The process for managing Vacancies or Un-opened Sites is described in the Grant Agreement.

7.1.8 Grantee must repay to Agency any overpayment of Grant Funds, or payments for costs that do not constitute Allowable Costs for the Project, as provided in Section 17 of this Grant Agreement.

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 (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);

7.2.2 No default as described in Section 15 has occurred;

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;

and

7.2.4 Grantee is in compliance with the reporting requirements identified in Exhibit A of this Grant Agreement.

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. Grantee must ensure Grant Funds are used to supplement and not supplant public moneys received from any other source.

SECTION 8: REPRESENTATIONS AND WARRANTIES

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

8.1.1 Grantee is duly organized and validly existing and has all necessary rights, powers and authority under any organizational documents and under Oregon law to (a) execute this Grant, (b) incur and perform its obligations under this Grant, and (c) receive financing, including the Grant Funds, for the Project;

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

8.1.3 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

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

8.2 Fingerprinting. Grantee will comply with all applicable federal, state and local laws pertaining to this Grant, including without limitation the State of Oregon Child Care Licensing Division requirements set forth in ORS Chapter 329A, the fingerprinting requirements of the State set forth in ORS 181A.200, and any administrative rules promulgated to carry out those statutes, and any applicable guidance published by Agency, the Oregon Health Authority or another state agency pursuant to any Executive Orders issued by the Governor.

8.3 Central Background Registry Enrollment. Before performing any Project activities, any employee or subcontractor of Grantee who has or is expected to have direct unsupervised contact with children while performing Project activities must be enrolled in the Child Care Licensing Division Central Background Registry pursuant to ORS 414-061-0000 through 0120, available at:

https://secure.sos.state.or.us/oard/displayDivisionRules.action?selectedDivision=1901

8.4 Prior to serving children, Grantee has all necessary licenses, certificates or other authorizations from regulatory authorities necessary to perform its obligations under this Grant. Grantee must notify the Agency within five (5) business days of receiving notice of any licensing, regulatory or compliance violations.

8.5 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.

https://secure.sos.state.or.us/oard/displayDivisionRules.action?selectedDivision=1901

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.

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

SECTION 9: GRANTEE SUB-AGREEMENTS AND PROCUREMENTS

9.1 Grantee may enter into agreements with contractors or subcontractors (collectively, "sub-agreements") for performance of specific services for the Project only in accordance with Sections 9.1.1 to 9.1.4.5 and the Grant Agreement and only after receiving written approval from the Agency’s Grant Manager.

9.1.1 Grantee may not subcontract for the delivery of the Project in its entirety, but may subcontract for specific services such as transportation, food preparation, janitorial services, bookkeeping, staff training, or teaching that support the Project.

9.1.2 All sub-agreements must be in writing and executed by Grantee and must incorporate and pass through all of the applicable requirements of this Grant Agreement to the contractor or subcontractor. Use of a sub-agreement does not relieve Grantee of its responsibilities under this Grant Agreement.

9.1.3 Grantee must purchase any equipment, materials, or services for the Project under procedures that comply with Oregon law.

9.1.4 Grantee shall not award, enter into, or otherwise participate in any sub-agreement if a conflict of interest, real or apparent, would arise. Such a conflict arises when any of the following would be a party to the sub-agreement:

9.1.4.1 An employee, officer, or agent of the Grantee (“Related Person”);

9.1.4.2 A Related Person’s spouse, domestic partner, parent, stepparent, child, sibling, stepsibling, son-in-law or daughter-in-law;

9.1.4.3 The parent, stepparent, child, sibling, stepsibling, son-in-law or daughter-in-law of the spouse or domestic partner of a Related Person;

9.1.4.4 Any individual for whom a Related Person has a legal support obligation; or

9.1.4.5 An organization in which any of the individuals identified above is a partner, member, or employee or from which the individual otherwise receives a financial benefit.

SECTION 10: CONFIDENTIAL INFORMATION

10.1 Confidential Information Definition. Grantee acknowledges it and its employees or agents may, in the course of performing its responsibilities, be exposed to or acquire information that is: (i) confidential to Agency or Project participants or (ii) the disclosure of which is restricted under federal or state law, including without limitation: (a) personal identifiable information, as that term is used in ORS 646A.602(11), (b) social security numbers, and (c) information protected by the federal Family Educational Rights and Privacy Act under 20 USC § 1232g (items

(i) and (ii) separately and collectively “Confidential Information”).

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

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

10.4 Contracts. Grantee must require any contractors or subcontractors, who have entered into sub-agreements 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.

Grantee shall also comply with provisions of Child Care Licensing Division, Central Background Registry pursuant to OAR 414-061-0000 through 414-061-0120, available at:

https://secure.sos.state.or.us/oard/displayDivisionRules.action?selectedDivision=19 01 related to background checks. Based on the results of the a background check, Grantee or Agency may refuse or limit (i) the participation of any Grantee employee, agent, contractor, subgrantee, or volunteers, in Project activities or (ii) access to Agency Personal Information or Grantee premises.

SECTION 11: INDEMNITY/LIABILITY

11.1 Indemnity. Grantee must defend, save, hold harmless, and indemnify the State of Oregon and

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

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

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

https://secure.sos.state.or.us/oard/displayDivisionRules.action?selectedDivision=1901

SECTION 12: INSURANCE

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

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

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

12.4 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.

SECTION 13: GOVERNING LAW, JURISDICTION

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

EXECUTION OF THIS GRANT, HEREBY CONSENTS TO THE PERSONAL JURISDICTION OF

SUCH COURTS.

SECTION 14: ALTERNATIVE DISPUTE RESOLUTION

The Parties should attempt in good faith to resolve any dispute arising out of this Grant. This may be done at any management level, including at a level higher than persons directly responsible for administration of the Grant. In addition, the Parties may agree to utilize a jointly selected mediator or arbitrator (for non-binding arbitration) to resolve the dispute short of litigation. Each Party will bear its own costs incurred for any mediation or non-binding arbitration.

SECTION 15: DEFAULT

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

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

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

or

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

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

SECTION 16: REMEDIES

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

16.2 Grantee Remedies. In the event Agency is in default under Section 15.2 and whether or not Grantee elects to terminate this Grant, Grantee’s sole monetary remedy will be, within any limits set forth in this Grant, reimbursement of Project activities completed and accepted by Agency and authorized expenses incurred, less any claims Agency has against Grantee. In no event will Agency be liable to Grantee for any expenses related to termination of this Grant or for anticipated profits.

SECTION 17: WITHHOLDING FUNDS, RECOVERY

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

17.1 Any amount due to Agency for Vacancies or Un-opened Sites;

17.2 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;

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

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

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

SECTION 18: TERMINATION

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

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

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

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

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

or

18.2.4 Immediately upon written notice to Grantee, if Grantee is in default under this Grant.

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.

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

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

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

SECTION 19: MISCELLANEOUS

19.1 Non-appropriation. 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.

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

19.3 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.

19.4 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.

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

19.6 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.

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

19.8 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.

19.9 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.

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

19.11 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.

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

19.13 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)

• Exhibit C (Equity Objectives and Results Expectations)

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

SECTION 20: SIGNATURES

EACH PARTY, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE,

HEREBY ACKNOWLEDGES IT HAS READ THIS GRANT, UNDERSTANDS IT, AND AGREES TO BE

BOUND BY ITS TERMS AND CONDITIONS.

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

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

By:

Lori Nordlien , Procurement Director Date

By:

Authorized Signature Date

Printed Name, Title

Federal Tax ID Number

Approved for Legal Sufficiency in accordance with ORS 291.047 By:

Name, Title Date

EXHIBIT A THE PROJECT

2024 – 2025 Program Year

Part 1: Program Operations

1.1 Hours and Attendance

Begin operation of Preschool Promise Program site(s) each program year no earlier than August 1, no later than September 30, and end the program year no later than June 30.

Grantees must offer the Preschool Promise Program as follows:

• For a minimum of 900 direct service hours,

• no fewer than 265 consecutive calendar days between the first and last instructional day,

• direct service hours of no less than 6 hours per day,

• no less than 4 days per week,

• direct service hours must be between the hours of 7:00 am – 5:00 pm

• Program closures should not exceed 21 consecutive calendar days; anything beyond that will need prior Agency approval.

Parent/Teacher Conferences, in-service or training days, teacher planning time and transportation time may not be included in the 900 hours of direct services.

Grantees must achieve a minimum average monthly attendance rate of 85 percent for all children enrolled in the Grantee’s Preschool Promise Program. All families are encouraged to maintain consistent attendance in the Preschool Promise Program. Consistent attendance is defined as being present or participating for 85% of expected Preschool Promise Program instructional hours, or more. Grantee must help families in identifying barriers to consistent attendance. Staff initiate supports as appropriate. If participation or attendance ceases, staff make efforts to reengage families to resume attendance. If average Preschool Promise Program monthly attendance falls below 85%, Grantees will be required to submit an improvement plan.

1.2 Class Size, Teacher-Child Ratio and Staff Scheduling

Classrooms used for Preschool Promise Program must maintain a maximum class size of 18 with an adult to child ratio of 1:9. Grantees must comply with specified ratios during all direct service hours of the Preschool Promise Program. A lead teacher and a teacher assistant must be assigned to each Preschool Promise Program class regardless of provider type.

Grantees must maintain staff and child attendance sign-in sheets in any classroom used for the Preschool Promise Program, and must use a sign-in sheet that meets applicable regulatory requirements.

Preschool Promise Lead Teacher and Teacher Assistance may not be assigned to more than one Preschool Promise Program classroom.

Grantee must provide the Agency a written notice within 14 days of any major staffing changes including, but not limited to, changes in Lead Teacher and Assistant Teacher or extended leaves lasting longer than 21 days.

1.3 Facilities and Classroom Space

Grantees must identify and maintain program facilities and classrooms that meet age-appropriate health and safety standards, including all spaces that children use. If license exempt, classroom space must have a minimum of 35 square feet of usable space per child and exterior space must have a minimum of 75 square feet of usable space per child.

Part 2: Effective Leadership, Collaboration, and Professional Learning

2.1 Program Mission and Vision

Grantees must have a written statement of philosophy that describes the educational purpose, goals, beliefs and practices of the program. All Preschool Promise Program staff must adhere to the National Association for the Education of Young Children (NAEYC) Code of Ethical Conduct.

2.2 Continuous Quality Improvement

All PSP Grantees, including staff, must participate in required training and technical assistance. This includes coaching, technical assistance, and trainings provided by the Child Care Resource and Referral agency for Preschool Promise Program Grantees. PSP Grantees shall co-create written technical assistance plans with CCR&R TA Staff, and submit those plans to DELC; participation will be monitored. This plan shall focus on assessing and improving the ability of Grantees to meet PSP quality requirements.

2.3 CCR&R consultation and/or coaching may include, but is not limited to:

• program assessment (both self-assessment and/or evaluation from an outside observer);

• completion of a continuous quality improvement plan;

• technical assistance on business practices;

• professional learning supports on implementing curriculum; or

• participation in a Preschool Promise Focused Child Care Network.

2.4 Leadership with Knowledge of Early Childhood

Grantees must designate an existing leader or leadership team at the building level to guide and support effective implementation of the Preschool Promise Program. This leader/team should have training or knowledge specific to early care and education. The leader/team should also have knowledge of the early learning system, including role of Early Learning Hubs and CCR&Rs.

Grantee leadership must establish schedules for lead teachers and teacher assistants that provide adequate time to collaboratively develop inclusive, individualized instructional plans, complete formative assessments, attend required professional learning opportunities, and engage with families.

Part 3: Supportive Environments and Ambitious Instruction

3.1 Educational Programming

The Grantee must collect and implement research-based educational programming aligned to https://www.oregon.gov/ode/students-and-family/Transitioning-to-Kindergarten/Pages/Early- Learning-and- Kindergarten-Guidelines.aspx

Educational programming should include, but is not limited to:

• established routines,

• intentional environments that are developmentally appropriate,

• culturally responsive child experiences, and

• scaffolding supports designed to sequence learning of new concepts and skills.

3.2 Developmental Screening

In partnership with each child’s parent and with parental consent, a program must complete or obtain a current developmental screening (ASQ and ASQ-SE). Grantees must ensure each child receives a developmental screening to identify potential concerns regarding a child’s language, cognitive, motor, social, emotional, and behavioral skills (ASQ and ASQ-SE) within 45 calendar days of when the child first attends the program. The screening may be completed through partnership with another agency, such as local EI/ECSE providers or pediatric offices. Parent/guardian consent must be received prior to the child being screened. The results of screenings must be shared with families and Grantee must do any follow up deemed appropriate (ex. refer to ECSE provider).

3.3 Program Environment and Curriculum

Grantees are expected to create program policies and procedures that ensure the Preschool Promise Program allows for positive interactions between and among educators, administrators, and children. This includes ensuring environments are:

• Safe,

• Respectful,

• Welcoming,

• Promote positive peer relationships, and

• Promote self-confidence.

All Preschool Promise Program classroom staff shall consistently model expected learning and behavioral skill for students, promote classroom management practices that are positive and support children in the development of social skills.

http://www.oregon.gov/ode/students-and-family/Transitioning-to-Kindergarten/Pages/Early-Learning-and-http://www.oregon.gov/ode/students-and-family/Transitioning-to-Kindergarten/Pages/Early-Learning-and-

Grantee must also implement a curriculum that meets the following requirements. The Grantee must be implementing the chosen curriculum to fidelity, as defined by the developer of the curriculum. Grantees are expected to select and implement a curriculum that is:

• aligned with Oregon’s Early Learning and Kindergarten Guidelines,

• based on the science of child development and how young children learn,

• culturally and linguistic responsive,

• balanced with adult-directed and child-initiated activities,

• specifies outcomes for key areas of development,

• allows for adaptability to build on children’s’ interests,

• explores topics that are relevant to the school community,

• designed to provide specialized and individualized instruction for child with a disability, and

• support positive adult-child interactions.

Regardless of the curriculum or approach to teaching used, Grantees are required to:

1. Post activity plans that include evidence of individualization, and

2. Make a written curriculum statement available for staff and parents.

Grantees may not advance any religion or religious beliefs during the instructional hours designated as Preschool Promise Program. Any religious symbols located in or around the classroom do not need to be removed; however, they may not be incorporated or used in the curriculum or teaching program.

Grantees must have a written policy concerning sexual abuse exposures. The policy must include processes for responding to inappropriate behavior, breaches in policy, and allegations and suspicions of abuse.

3.4 Assessment

Grantees must conduct ongoing formative assessments of each child at least three times during the program year. Grantee must choose a formative developmental assessment tool that aligns with all developmental domains and indicators in Oregon’s Early Learning and Kindergarten Guidelines.

Assessment data must be used to create individual, small group and large group activity plans.

Individual child outcomes should be shared with parent/guardian at Parent and Teacher conferences.

Teaching staff should maintain and update a developmental portfolio for each child in the Preschool Promise Program.

3.5 Inclusionary Practices

The Preschool Promise Program classroom environment must be inclusive of all children, regardless of ability, family composition, culture, language, or family income.

Grantee is required to make reasonable accommodations for children identified as eligible for special education and/or related services under the Individuals with Disabilities Education Act (IDEA) and to work in partnership with the local early childhood special education (ECSE) provider and parent to appropriately support each child’s development.

https://lnks.gd/l/eyJhbGciOiJIUzI1NiJ9.eyJidWxsZXRpbl9saW5rX2lkIjoxMDEsInVyaSI6ImJwMjpjbGljayIsImJ1bGxldGluX2lkIjoiMjAyMDAyMjAuMTc1MDUyNDEiLCJ1cmwiOiJodHRwczovL3d3dy5vcmVnb24uZ292L29kZS9zdHVkZW50cy1hbmQtZmFtaWx5L0Z1bGxEYXlLL1BhZ2VzL0Vhcmx5LUxlYXJuaW5nLWFuZC1LaW5kZXJnYXJ0ZW4tR3VpZGVsaW5lcy5hc3B4P3V0bV9tZWRpdW09ZW1haWwmdXRtX3NvdXJjZT1nb3ZkZWxpdmVyeSJ9.ipGbtOcDk9LsyapWqHgW9AEAx7teEx1Hpz3Rb7ZHYrA/br/75223853549-l https://lnks.gd/l/eyJhbGciOiJIUzI1NiJ9.eyJidWxsZXRpbl9saW5rX2lkIjoxMDEsInVyaSI6ImJwMjpjbGljayIsImJ1bGxldGluX2lkIjoiMjAyMDAyMjAuMTc1MDUyNDEiLCJ1cmwiOiJodHRwczovL3d3dy5vcmVnb24uZ292L29kZS9zdHVkZW50cy1hbmQtZmFtaWx5L0Z1bGxEYXlLL1BhZ2VzL0Vhcmx5LUxlYXJuaW5nLWFuZC1LaW5kZXJnYXJ0ZW4tR3VpZGVsaW5lcy5hc3B4P3V0bV9tZWRpdW09ZW1haWwmdXRtX3NvdXJjZT1nb3ZkZWxpdmVyeSJ9.ipGbtOcDk9LsyapWqHgW9AEAx7teEx1Hpz3Rb7ZHYrA/br/75223853549-l https://lnks.gd/l/eyJhbGciOiJIUzI1NiJ9.eyJidWxsZXRpbl9saW5rX2lkIjoxMDEsInVyaSI6ImJwMjpjbGljayIsImJ1bGxldGluX2lkIjoiMjAyMDAyMjAuMTc1MDUyNDEiLCJ1cmwiOiJodHRwczovL3d3dy5vcmVnb24uZ292L29kZS9zdHVkZW50cy1hbmQtZmFtaWx5L0Z1bGxEYXlLL1BhZ2VzL0Vhcmx5LUxlYXJuaW5nLWFuZC1LaW5kZXJnYXJ0ZW4tR3VpZGVsaW5lcy5hc3B4P3V0bV9tZWRpdW09ZW1haWwmdXRtX3NvdXJjZT1nb3ZkZWxpdmVyeSJ9.ipGbtOcDk9LsyapWqHgW9AEAx7teEx1Hpz3Rb7ZHYrA/br/75223853549-l

Grantees, with the support and resources of the local ECSE provider, must assure that a child’s Individualized Family Support Plan (IFSP) goals, accommodations, modifications, and supplementary supports are fully integrated into all planned learning activities.

The Grantee must have a policy regarding suspension and expulsion that focuses on support to sustain attendance and placement. The policy must include protocols followed by the Grantee when a child exhibits persistent and serious challenging behaviors. The policy must detail how Grantee will explore all possible options to facilitate the child’s safe participation in the program and a process to document all steps taken to maintain the child’s placement.

The policy must also include at a minimum the following actions:

• Observations of initial and ongoing challenging behaviors.

• Communication and collaboration procedure with parents/legal guardian, including participation of the parents/legal guardian in planning and decision-making.

• Consultation with the local ECSE provider.

• Consultation with the local Child Care Resource and Referral agency, Early Learning Hub

• Written consent of parents/legal guardian, as required, to consult and collaborate with:

o Local ESCE provider, o Inclusive Partners, o Child Care Resource & Referral agency, o Early Learning Hub, o Other community services (if available and deemed appropriate) such as a mental health consultant, o Child’s health care provider, and o Other specialists as needed.

• Identification of a strategy to utilize additional resources and to support sustaining attendance and placement.

• Process to develop short and long term plans to address the behaviors, support sustaining attendance and placement. Plans must address support for the child, support for the family, support for the teaching staff, and program CQI.

• Planned transitions to settings that better meet the child’s and/or family/guardian’s needs are not considered an expulsion and documentation of parent/guardian’s decision to transition child is required alongside the documentation outlined above.

The policy must take into consideration:

1. Limitations on suspension:

A. Grantee must prohibit or severely limit the use of suspension due to a child’s behavior. Such suspensions may only be temporary in nature.

B. A temporary suspension must be used only as a last resort in extraordinary circumstances where there is a serious safety threat that cannot be reduced or eliminated by the provision of reasonable modifications.

C. Before Grantee determines whether a temporary suspension is necessary, Grantee must collaborate with the parents and consult with its local Child Care Resource and Referral agency, Early Learning Hub, and Early Intervention/Early Childhood Special Education, using their processes and utilizing additional resources as needed to determine if no…