RFA # S-58100-00016687 – Regional Educator Networks Att A ODE GRANT #[XXXXX] – Regional Educator Networks

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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” or “Sponsoring Organization”), each a “Party” and, together, the “Parties”.

AUTHORITY

Pursuant to ORS 342.940 to ORS 342.953, Agency is authorized to enter into a grant agreement and provide funding for the purposes described in this Grant.

PURPOSE

The Agency-supported Educator Advancement Council (“EAC”) understands every Educator needs support at multiple points along their career path to meet the needs and strengths of every student they serve. For that reason, ORS 342.940 established the EAC to coordinate investments through a transparent and accountable governance model ensuring statewide access to resources based on input from local Educators defining their needs and strengths within their local context.

The Educator Advancement Council (EAC) launched Oregon’s Regional Educator Networks (RENs) in 2019 to create a statewide strategy, of support for Educators. Through this initiative, the EAC designates Sponsoring Organizations, such as the Grantee, to partner with local school districts and elevate Educator voice in identifying regional needs and directing state investments. This structure ensures that resources flow to strategies shaped by those closest to students and grounded in local context.

The RENs collectively advance five statewide goals outlined in ORS 342.943 which aims to expand equitable access to high‑quality that is culturally responsive , strengthen collaborative leadership across the education ecosystem, enhances evidence‑based practices that improve student outcomes, improves recruitment, preparation, and ongoing support for educators across the career continuum, and increases teacher leadership and influence in setting priorities for professional learning and educator supports. Together, these goals form the foundation for a coherent, statewide approach to developing and sustaining a strong, diverse, and well‑supported.

Educator workforce.

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 July 1, 2026

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(“Effective Date”), and, unless extended or terminated earlier in accordance with its terms, will expire on June 30, 2027.

GRANT MANAGERS

4.1 Agency’s Grant Manager is:

Alyssa Nestler 255 Capitol Street NE Salem, OR 97310 Phone: 503-383-8221 Alyssa.Nestler@ode.oregon.gov

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 Educator Advancement Fund (“Funding Source”).

6.1 $[XXXXX] in Capacity Funds for the uses defined in OAR 581-012-0013; and

6.2 $[XXXXX] in Formula Funds for the uses defined in OAR 581-012-0015.

DISBURSEMENT GENERALLY

7.1 Disbursement.

7.1.1 Subject to the availability of sufficient monies 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.

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

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

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

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

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

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

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

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

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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;

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, ODE Grant v2, updated 3/11/2025 – Att A REN RFA Page 5 of 28 perpetual, royalty-free license to use, to reproduce, to prepare derivative works based upon, to distribute, to perform and to display the Work Product, to authorize others to do the same on Agency’s behalf, and to sublicense the Work Product to other entities without restriction.

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

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

ODE Grant v2, updated 3/11/2025 – Att A REN RFA Page 6 of 28 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 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.

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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.

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.

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 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

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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 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.

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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.

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

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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 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

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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 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)

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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:

Procurement and Contract Specialist Date

[Grantee Name]

Authorized Signature Date

Printed Name Title

Federal Tax ID Number

Approved for Legal Sufficiency in accordance with ORS 291.047

[Name, Title] Date

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EXHIBIT A

THE PROJECT

SECTION I. BACKGROUND AND GOALS

The Agency-supported Educator Advancement Council understands every Educator needs support at multiple points along their career path to meet the needs and strengths of every student they serve.

For that reason, ORS 342.940 established the EAC to coordinate investments through a transparent and accountable governance model ensuring statewide access to resources based on input from local Educators defining their needs and strengths within their local context.

The EAC established statewide Regional Educator Networks in 2019 and selected entities, including Grantee, to serve as Sponsoring Organizations for each REN. The Sponsoring Organizations help local school districts engage Educators in their community to identify local needs and help the EAC leverage and distribute state dollars to support Educators in serving their students. Through the RENs, Educators across all areas of the state have access to services and support that accomplish five statewide goals as articulated in ORS 342.943:

• Provide open access to high-quality professional learning that is culturally responsive, supportive for educators in this state that reflects teacher voice, local contexts, and stages of an educator’s career, maximizes collaborative leadership among teachers and administrators and reflects professional learning standards.

• Enhance a culture of leadership and collaborative responsibility that elevates and advances the teaching profession among professionals employed by early learning services, schools serving students in kindergarten through grade 12, education service districts, educator preparation providers, nonprofit organizations, professional associations, and community-based organizations.

• Strengthen and enhance existing evidence-based practices that improve student achievement and that reflect changing student needs and demographics.

• Improve the recruitment, preparation, induction, and support of educators at each stage of the educators’ careers.

• Enhance leadership and career advancement opportunities for teachers and increase the perspectives of teachers in identifying priorities for funding educator professional learning and educator supports.

Using a set of indicators, the Agency through the EAC will monitor Sponsoring Organization compliance of OAR 581-012-0001-0019 and the Regional Educator Network Request for Application.

The Grantee, as the REN Sponsoring Organization, must:

• Comply with all requirements of ORS 342.943;,

• Comply with all requirements of OAR 581-012-0001-0019

Grantee serves as the REN Sponsoring Organization and Fiscal Agent for the X Regional Educator Network (“Region”), constituting school districts and education service districts serving X counties.

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SECTION II. DEFINITIONS

“Capacity Funds” means funds that are disbursed from the Educator Advancement Fund to Grantee for the uses defined in OAR 581-012-0013.

“Coordinating Body” means a requirement by ORS 342.943 and comprised of:

• A majority of Educators who are based in schools from different grades and content areas and reflective of the student demographics of the region served by the Educator Network (can include site-based teaching or personnel service licensed Educators); and

• Members representing state agencies, school districts, education service districts, early learning providers and professionals, school board members, Educator preparation providers, education-focused nonprofit organizations, education-focused philanthropic organizations, professional education associations, community-based education organizations that represent families and students, post-secondary institutions of education and Tribes.

“Design Team” means teams of Regional Educator Network Member Organization representatives that meet for the purpose of identifying professional Educator priorities and designing professional learning.

“Educator Advancement Fund (“EAF”)” means the fund continuously appropriated to Agency established by ORS 342.953 in the State Treasury, separate and distinct from the General Fund to be distributed by the EAC.

“Formula Funds” means grant funds that are dispersed from the Educator Advancement Fund to Grantee for the purpose of meeting the goals identified in ORS 342.943 and in accordance with OAR 581-012- 0015.

“Member Organization” means eligible organizations that employ Educators served by a Regional Educator Network within geographic boundary lines that include school districts, state sponsored public charter schools, the Oregon School for the Deaf, Tribes of this state, Education Service Districts and education programs under the Youth Corrections Education Program or the Juvenile Detention Education Program in OAR 581-012-0010.

“Professional Learning Plans” means a two-year plan developed by Design Teams that is inclusive of teachers and administrators that identifies purposeful and planned actions to support Educator learning needs in order to improve student achievement.

“Regional Plan” means a four-year plan developed by the Sponsoring Organization in partnership with representatives of Member Organizations and Coordinating Body members that articulates the region’s approach to collectively developing and investing in systems of support for Educators in accordance with policies and goals of ORS 342.943 and OAR 581-012-0011.

“Technical Assistance” means the support provided to Sponsoring Organizations or Member Organizations to improve educational practices, systems and outcomes. It’s a collaborative process aimed at building capacity, implementing evidence-based strategies, and achieving desired results in teaching and learning. This support can range from providing resources and training to offering consultation and coaching and is often delivered through various channels like online resources, workshops, and on-site visits.

SECTION III. PROJECT ACTIVITIES, SCHEDULE, AND BUDGET

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

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Grantee shall serve as the REN Sponsoring Organization and Fiscal Agent for the region, which includes serving as a liaison with the EAC regarding supporting identified professional learning needs and priorities across the region, assisting in leveraging existing regional resources to address those needs, facilitating collaboration amongst Member Organizations, creating structures for networked learning, and helping to document Educator and student outcomes identified in Professional Learning Plans to maximize the impact of the Grant Funds in the Region.

Grantee shall complete the following grant requirements:

A. Network Coordination and Support

i. Recruit representatives from Member Organizations to serve on the Coordinating

Body and maintain membership of a REN Coordinating Body that meets requirements of ORS 342.943(2)(f);

ii. Coordinate and facilitate Coordinating Body meetings to review data and make recommendations on regional needs and priorities to be included in the Regional Plan;

iii. Communicate to Member Organizations about the purpose and activities of the network;

iv. Convene and create structures for collaboration among Coordinating Body representatives and Member Organizations;

v. Communicate the purpose and requirements of Educator Advancement Fund grants;

vi. Communicate regularly with the Agency via the REN Coordinator and REN Supervisor;

vii. Convene Networked Learning opportunities for Design Teams to report on findings from Professional Learning Plan implementation to spread and scale promising practices;

viii. Support Design Teams to collect, document and share learnings from across Design Teams around common themes to scale best practices across schools, districts and the region;

ix. Develop and submit to the Agency a four-year Regional Plan, in partnership with representatives of Member Organizations and Coordinating Body members, that describes how the region will use Educator Advancement Funds to support professional learning for all Educators in accordance with the policies and goals of ORS 342.943 and OAR 581-012-0011;

1. Regional Plans must include Professional Learning Plans on Agency provided template, that describes activities that align to the EAC’s identified statewide outcomes and are developed by representatives of REN Member Organizations, are informed by teacher perspective, and identify purposeful and planned programmatic activities aimed at improvement and innovation to support Educators in accordance with the policies and goals of ORS 342.943.

2. Regional Plans must be submitted to the Agency on the template provided and approved by the EAC. Grantee is responsible for responding to and incorporating feedback received from the Agency or EAC prior to approval.

3. Regional Plans must be updated to reflect any changes to budget or implementation activities during the four-year period of the Regional Plan.

Updates must be submitted to the Agency on the template provided and

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4. Provide annual progress reports to Agency, including reports described in

OAR 581-012-0019;

5. Actively participate in statewide evaluation efforts required by Agency;

B. Member Organization Technical Assistance Support

a. Actively participate in, host, or promote to Member Organizations Technical Assistance offered by Agency and Agency’s recommended providers for the purpose of improving network implementation and quality of professional learning opportunities;

b. Provide Technical Assistance to Member Organizations including but not limited to:

i. Supporting Member Organizations to involve teachers and other staff in developing and informing Professional Learning Plans that identify high quality professional learning strategies and activities to improve teaching and learning;

ii. Providing Technical Assistance as needed to Member Organizations as they implement Professional Learning Plans to collect data and track progress towards identified outcomes, monitor implementation, document learnings, analyze outcomes, and revise plans;

iii. Connecting Member Organizations with content experts to identify interventions to test and triangulate findings from improvement cycles;

iv. Supporting Member Organizations to learn from Professional Learning Plan implementation to scale best practices that improve Educator and student outcomes;

v. Supporting Member Organizations to braid and leverage funding streams to encourage collective responsibility for professional learning (e.g., use of Title funds, ESD services, other grant-in-aid funds, partner contributions, in-kind resources).

C. Budget

a. Grantee must expend the Grant Funds in accordance with state law and the Regional Plan, developed in coordination with and approved by the Agency in accordance with

OAR 581- 012-0011.

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See table below for guidelines on allowable use of Capacity and Formula Funds.

Capacity Funds: Allowable Uses

Purpose: Capacity Funds may be used to support Sponsoring Organization’s organizational costs associated with hosting Regional Educator Network staff and services.

Rule: OAR 581-012-0013

Sponsoring Organization Staff

Capacity Funds shall be used for salaries, wages, and benefits for Sponsoring Organization staff performing work for the REN. This includes direct services, supervision of direct service delivery, and staff involved in data collection and reporting. The maximum amounts of FTE for staff positions funded with Capacity Funds shall not exceed 2.5 FTE and are identified below. Any other FTE must be funded with Formula Funds as part of the budget of a Professional Learning Plan.

Allowable Costs shall include:

• FTE for REN Supervisor - Sponsoring Organization leadership that guides vision and strategy of regional implementation, advances policy agenda and strategic direction, champions the REN across regional and state partners to build coalition and leverage resources

• FTE for REN Coordinator - Facilitates implementation of REN Coordinating Body and Member Organization membership and engagement, including protocols and processes for collaboration and communications; coordinates implementation of regional services supported by the REN; primary point of contact for EAC and collaboration across all 10 RENs

• FTE for Data Coordinator/Support - Coordinates collection, analysis, and interpretation of regional and local data that informs REN needs and priorities; provides Technical Assistance as needed to REN Member Organizations and teams to build data capacity

• FTE for Administrative Support/Project Coordinator- Supports fiscal and business processes, communications, data collection, etc. related to operationalizing the REN within the Sponsoring Organization and across the region

Sponsoring Organization Staff Travel, Transportation, Supplies and Equipment

Costs to Sponsoring Organization for Sponsoring Organization staff performing work for the REN.

Allowable costs shall include:

• Mileage reimbursement for staff to travel to REN Member

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Organization sites, EAC required meetings, statewide convenings, conferences or other REN-related in-person activities and events.

• Lodging, meals and mileage reimbursement for staff. Mileage and meal reimbursements must follow GSA rates. Lodging reimbursement must be within reason. As a point of reference, the GSA rates may be used as a guideline for what constitutes within reason. When lodging expenses exceed the GSA rate due to circumstances such as conference hotel requirements or limited availability, the Sponsoring Organization must document and provide justification to the Agency as requested.

• Office equipment required for staff work (non-consumable items such as computers, printers, and other devices required for staff work).

• Supplies and materials required for staff work, including office supplies, postage, printing, software licensing fees, worksite and safety materials.

• Sponsoring Organizations may allocate up to $5,000 per year to purchase promotional or branded materials.

ο Please note that any items gifted to public employees may NOT exceed $50.00.

Costs not allowed:

• Capacity Funds shall not be used for out-of-state travel.

• Capacity Funds shall not be used to purchase gift cards.

• Capacity Funds shall not be used to pre-pay travel for events that will occur outside of the grant performance period. Travel must occur during the performance period of the current grant agreement.

Professional Services, Contracted Services and Fees

Includes contracted services provided by an outside entity to the Sponsoring Organization for facilitation or support for Regional Plan or Professional Learning Plan implementation. Costs associated with contracted staff not directly employed by the Sponsoring Organization should be included here.

Sponsoring Organizations…