RFA_AttA- Sample Agreement -IMPLEMENTATION-DOJ FINAL.pdf

DELC GRANT #[XXXXX] – Infant and Early Child Mental Health Consultation Service Providers

STATE OF OREGON

GRANT AGREEMENT

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

AUTHORITY

Pursuant to Pursuant to ORS 329A.600 and ORS 329A.625, Oregon Department of Early Learning and Care, Agency is authorized to enter into a grant agreement and provide funding for the purposes described in this Grant.

PURPOSE

The purposes of the Early Childhood Suspension and Expulsion Prevention Program are:

(1) To promote inclusive values, policies, and practices that create opportunities for all Young Children and their families to participate in a broad range of activities and be supported to engage as full members of families, communities, and society. The desired result of inclusion is that children and their families of all race, ethnicity, age, appearance, language, socioeconomic status, ability, religion, immigration status, gender or gender identity, geographic location, and any other identity or intersectionality, feel a sense of belonging and membership, develop positive social relationships and friendships, and experience learning that engages the individual child’s development.

The defining features of inclusion that can be used to identify high quality early childhood programs and services are access, participation, and supports; and

(2) To reduce the use of Suspension, Expulsion, and other forms of Exclusionary Practices in early childhood care and education programs and to eliminate disparities in the use of Suspension, Expulsion, and other forms of Exclusionary Practices in early childhood care and education programs based on race, ethnicity, age, appearance, language, socioeconomic status, ability, religion, immigration status, gender or gender identity, and any other identity or intersectionality, by:

(a) Providing and enhancing professional development of the early childhood education workforce with a focus on ensuring early childhood educators have the knowledge and skills to support children’s social, emotional, and positive racial identity development through the use of anti-bias, culturally-responsive, and inclusive practices in the early education environment.

(b) Ensuring that all Regional Service and Technical Assistance Providers have the knowledge and skills to offer supports that include, but are not limited to, training, coaching, technical assistance, and consultation to Early Care and

Education Providers and programs to implement foundational anti-bias, culturally responsive, and inclusive Practices to ensure the stability of children’s placements within the early education environment.

(c) Developing and implementing culturally-responsive, Trauma-Informed Infant and Early Childhood Mental Health Consultation services to support Early Care and Education Providers and programs to effectively meet the needs of all children. To be genuinely trauma-informed, practices must also be culturally responsive and reflect the active process of anti-racism.

(d) Providing a coordinated system for Early Care and Education Providers across the state to seek support, technical assistance and/or IECMHC services in maintaining the placement of specific children who present with persistent challenging behaviors.

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 [TBD] (“Effective Date”), and, unless extended or terminated earlier in accordance with its terms, will expire on

[TBD].

GRANT MANAGERS

4.1 Agency’s Grant Manager is:

Katrina Miller, LCSW

Infant and Early Childhood Mental Health Specialist

Department of Early Learning and Care

700 Summer Street NE #350

Salem, Oregon 97301Street NE #

P: 971-719-6981

Katrina.Miller@delc.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.

mailto:Katrina.Miller@delc.oregon.gov

4.4 PROJECT ACTIVITIES

4.4.1 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 $[GRANT AMOUNT] (“Grant Funds”) for the Project. Agency will pay the Grant Funds from monies available through its General Fund (“Funding Source”).

DISBURSEMENT GENERALLY

6.1 Disbursement.

6.1.1 Subject to the availability of sufficient moneys in and from the Funding Source based on Agency’s reasonable projections of moneys accruing to the Funding Source, Agency will disburse Grant Funds to Grantee for the allowable Project activities described in Exhibit A that are undertaken during the Performance Period.

6.1.2 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.

6.1.3 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.

6.2 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:

6.2.1 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;

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

6.2.3 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.

6.3 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.

6.4 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

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

7.1.1 Grantee is a [Entity Type] duly organized and validly existing;

7.1.2 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;

7.1.3 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;

7.1.4 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

7.1.5 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.

7.2 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.

7.3 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

8.1 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.

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

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

8.3 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.

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

CONFIDENTIAL INFORMATION

9.1 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”).

9.2 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.

9.3 Identity Protection Law. Grantee must have and maintain a formal written information security program that provides safeguards to protect Confidential Information from loss, theft, and disclosure to unauthorized persons, as required by the Oregon Consumer Information Protection Act, ORS 646A.600-646A.628. If Grantee or its agents discover or are notified of a potential or actual “Breach of Security”, as defined by ORS 646A.602(1)(a), or a failure to comply with the requirements of ORS 646A.600-628, (collectively, “Breach”) with respect to Confidential Information, Grantee must promptly but in any event within one calendar day (i) notify the Agency

Grant Manager of such Breach and (ii) if the applicable Confidential Information was in the possession of Grantee or its agents at the time of such Breach, Grantee must (a) investigate and remedy the technical causes and technical effects of the Breach and (b) provide Agency with a 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.

9.4 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.

9.5 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

10.1 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.

10.2 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.

10.3 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

11.1 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.

11.2 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

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

14.1.1 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;

14.1.2 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

14.1.3 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.

14.2 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

15.1 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.

15.2 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.

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:

16.1 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;

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

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

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

TERMINATION

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

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

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

17.2.2 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;

17.2.3 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

17.2.4 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.

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

17.3.1 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.

17.3.2 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

17.3.3 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.

17.4 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

18.1 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.

18.2 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.

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

18.4 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.

18.5 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.

18.6 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.

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

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

18.9 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.

18.10 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.

18.11 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.

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

18.13 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.

18.14 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.

18.15 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)

• Exhibit E (Responsibility Inquiry)

• Exhibit C (Equity Objectives)

18.16 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 Early Learning and Care By:

Lori Nordlien, Director or Procurement

[Grantee Name] By:

Authorized Signature Date

Printed Name Title

Federal Tax ID Number

Approved for Legal Sufficiency in accordance with ORS 291.047 By:

Kevin Gleim, Assistant Attorney General Date

EXHIBIT A

THE PROJECT

BACKGROUND AND GOALS

Infant and Early Childhood Mental Health Consultation (IECMHC) has been shown to be an effective strategy for improving crucial outcomes for young children, including interrupting the impact of implicit bias and reducing the use of suspension and expulsion. However, IECMHC is currently available only in a few communities in Oregon and not available to childcare centers or family childcare programs. DELC is establishing a comprehensive IECMHC system throughout Oregon, including rural and remote regions, to work with ECE programs to reduce suspension and expulsion of children 6 weeks of age to entry to kindergarten. The IECMHC system will increase supports to all ECE professionals, thereby expanding their capacity to provide developmentally responsive care and social emotional support to each child in their program.

Alongside IECMHC, DELC is developing a Warmline to serve as an access point for ECE providers and programs to submit a request for support in maintaining a child’s ECE placement. Regional Service Providers will provide an initial response to Warmline requests and will work with regional partners to determine if the support is best provided by the IECMHC or by another Technical Assistance provider.

DELC is developing a system that prioritizes and centers the needs, experiences, and strengths of children, families, and ECE providers of color. Rather than replicating an existing model that may not have been developed for, by, or with Black, Indigenous and People of Color communities, The Agency sees this as an opportunity to create a system grounded in racial equity. Leading with race acknowledges inequities based on race within and across other dimensions of identity, such as income, gender, ability, and geography. We know that a system based on an understanding of the intersectional aspects of marginalization, and one that centers those most impacted by inequities, is more likely to meet the needs of all children (Ake & Menendian, 2019; Powell et al., 2009).

DEFINITIONS

For the purposes of this Agreement, capitalized words are defined in OAR 125-246-0110, OAR 125-246-0110 or as defined below.

https://secure.sos.state.or.us/oard/displayDivisionRules.action?selectedDivision=7425

“Child Care Resource and Referral Agency” (“CCR&R”) means an entity designated under ORS 329A.100 that provides local and statewide services including 1) guidance and referrals for parents seeking child care through referrals to 211info; 2) recruiting, training, and supporting EEs to remain in the profession and provide high-quality child care programs; 3) the collection of information about the local supply of child care; and 4) community collaboration with Early Learning System partners.

“Community of Practice” (“CoP”) means a group of professionals, peers or group of professionals with common roles who come together to share skills, knowledge and routines of practice. Generally, there is a facilitator who leads the Community of Practice and supports the coordination of the group.

https://oregon.public.law/rules/oar_125-246-0110 https://oregon.public.law/rules/oar_125-246-0110 https://secure.sos.state.or.us/oard/displayDivisionRules.action?selectedDivision=7425

“Department of Early Learning and Care” (“DELC”) means a new agency that will centralize key functions and transform back-office services, positioning DELC to scale programs, increase access to child care, and more effectively support providers in delivering culturally responsive early learning services. DELC has consolidated child care functions previously housed in the Early Learning Division of the Oregon Department of Education and the Oregon Department of Human Services under one state agency. DELC is transforming how the State approaches early learning and child care by building a new, unified agency.

“Service Delivery Area” (“SDA”) means a defined geographic boundary with which the Child Care Resource and Referral (CCR&R) regions are defined.

“Early Care and Education (ECE) Provider” means any of the following entities and their staff:

• A child care facility that is required to be certified under ORS 329A.280 or a provider that is required to be registered under ORS 329A.330;

• Any program receiving state public funding for early childhood care and education services;

• Providers of the Preschool Promise program described in ORS 329.172;

• Providers of the Oregon prekindergarten program described in ORS 329.175 ;

• Providers of the infant and toddler care program described in ORS 417.784; and

• Providers of the Relief Nursery program described in ORS 417.788.

“Early Intervention/ Early Childhood Special Education” (“EI/ECSE”) means services that provide a seamless system to support the developmental and educational needs of children ages birth to five and their families.

“Early Learning Program” means OR “Early Learning and Care Program” means...

“Early Learning System” (“ELS”) means the network of services that support early care and education in Oregon. “Early Learning System” means a voluntary statewide system overseen by Oregon’s Early Learning Council and as defined by ORS 417.728.

“Infant and Early Childhood Mental Health Consultation” (“IECMHC”) means a prevention-based approach that pairs a mental health consultant with adults who work with infants and young children in the different settings where they learn and grow, such as childcare, preschool, home visiting, and early intervention. It employs a culturally responsive and Trauma-Informed lens and involves providing training and coaching to childcare and Early Care and Education Providers that helps promote healthy social-emotional development, and which builds on child, family and provider strengths to ensure inclusive, supportive care for all children.

“Infant Toddler Specialist” (“ITS”) means a provider that develops and implements strategies to expand access to, and build the supply of, high-quality (culturally responsive, inclusive, developmentally appropriate) affordable, infant and toddler early care and education that meets the needs of Oregon families.

“Professional Development” ("PD”) means a continuum of learning and support activities designed to prepare individuals for work with and on behalf of young children and their families.

Professional Development encompasses education, training, and Technical Assistance (including Consultation and Coaching).

“Quality Improvement Specialist” (“QIS”) means an individual who works in the Child Care Resource and Referral agency to provide Technical Assistance to Child Care Providers, Early Learning Programs and/or Early Childhood Educators.

“Regional Service Provider” (“RSP”) means an entity that provides IECMHC services to Early Care and Education Providers and coordinates IECMHC services with other early childhood technical assistance providers, to promote Early Care and Education Provider access to resources, training, and other technical assistance opportunities.

“Suspension and Expulsion Prevention Program” (“SEPP” or “Program”) means a DELC program that was created by the Oregon Legislature to reduce: the use of suspension, expulsion, and other forms of exclusionary discipline in early care and education (ECE) programs; and to reduce disparities in the use of suspension, expulsion, and other forms of exclusionary practices in ECE programs based on race, ethnicity, language, ability, or gender.

“Technical Assistance” (“TA”) means targeted and individualized support by a professional(s) with specific knowledge and skills to develop or strengthen processes, application, or implementation of services for/by the TA recipients. TA may be delivered by an individual or a team, to one individual or a group. TA may be provided face-to-face, via distance methods, or a hybrid of the two. Typical forms of TA include coaching, mentoring, consultation, and professional development advising.

“Warmline” means an online access point for ECE providers and programs to submit a request for support in maintaining a child’s enrollment in the ECE program.

PURPOSE AND EXPECTATIONS

PURPOSE

The purpose of this grant is to support Grantee’s implementation of IECMHC program services within its designated SDA, as described in this Grant. Grantee shall deliver an equity focused IECMHC program under the ECSEPP. The implementation grant is intended to be a 2-year grant. Funds for implementation grants are for grantees ready to begin providing IECMHC program services in the designated SDA.

The overarching goals of the IECMHC system are to prevent suspension and expulsion, and to reduce disparities in the use of suspension and expulsion based on race, ethnicity, age, appearance, language, socioeconomic status, ability, religion, immigration status, gender or gender identity, and any other identity or intersectionality. Additional goals in support of this mission include:

• Increasing the racial, cultural, and linguistic diversity of the IECMHC workforce, including those at the supervisory and leadership levels

• Promoting racial equity in ECE programs, including addressing and interrupting implicit and explicit bias and implementing anti-bias classroom practices

• Supporting ECE programs to create a culture of belonging

• Increasing the capacity for reflective practice in ECE programs

• Increasing coordination and collaboration among ECE system partners in the region; and

• Providing a coordinated response to Warmline requests for support.

Grantee shall review and refer to the report: Centering Racial Equity: Design Considerations for Oregon’s Statewide IECMHC Program for additional background information and design recommendations for the IECMHC program. While some elements of the IECMHC model are still in development, this report provides key considerations and assumptions.

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.

Program Implementation Grants

Grantee is limited to serving the region in which it is physically located, unless Agency grants an exception in writing.

The purpose of the Implementation grant is to fund Regional Service Providers, including Grantee, to begin providing mental health consultation services to the community in their designated Service Delivery Area.

REQUIRED ACTIVITIES

In order to support the goals of the SEPP, Grantee must, at minimum, perform the following activities from date of Agreement Execution to June 30, 2025:

ACTIVITIES: Implementation Grant

Activity 1: Community Connections: Building Relationships in the Region

1a. Ensure IECMH Consultants and Supervisors build authentic relationships with the community, including understanding the histories and current contexts of the communities being served.

Activity 2: Coordinated System of Support: Function as Part of a Coordinated System

2a. Develop collaborative partnerships with early learning system partners.

2b. Collaborate with early learning system partners to develop processes and agreements for “regional teaming” of Warmline requests for support.

2c. Monitor Warmline, providing an initial response and/or coordinating with regional partners to determine the appropriate person to respond.

Activity 3: Equity-Centered and Trauma Informed Organizational Policies and Procedures: Taking Care of People and Promoting Belonging

3c. Develop or review compensation policies to ensure equitable salary structures.

https://oregonearlylearning.com/wp-content/uploads/2022/02/Centering-Racial-Equity_-Design-Considerations-for-Oregon%E2%80%99s-Statewide-IECMHC-Program.-FINAL-REPORT.pdf https://oregonearlylearning.com/wp-content/uploads/2022/02/Centering-Racial-Equity_-Design-Considerations-for-Oregon%E2%80%99s-Statewide-IECMHC-Program.-FINAL-REPORT.pdf

3a. Hire IECMHC staff in alignment with guidance from DELC.

3a. Ensure IECMH Consultants receive regular 1:1 reflective supervision.

3b. Ensure IECMH Consultants and Supervisors participate in core training, communities of practice, and ongoing professional development offered by the Agency and the ECSEPP Central Entity.

Activity 4: IECMHC and Community Based Services: Implement Equity Centered IECMHC to Prevent Suspension and Expulsion

4a. Provide equity-centered IECMH Consultation to ECE programs in alignment with guidance from Agency:

• A minimum length of 6 months of service

• 1-2 times per week, per program

• An equitable balance of center-based and family child care programs

Maintain IECMHC program assignments at an approximate rate of 12-14 programs (or 200-225 children served indirectly) per consultant. Numbers may be negotiated for rural and remote regions where significant travel is required.

4b. Collaborate with the DELC and the ECSEPP Central Entity to develop an “IECMHC Workforce Equity Plan,” including short- and long-term workforce equity goals and tangible action steps in the areas of: recruitment, retention and compensation; competencies and qualifications; core training, communities of practice, and ongoing professional development;

and reflective supervision.

4c. Participate in Communities of Practice and other structured learning events to support the implementation and practice of equity-centered IECMHC.

Activity 5: Administrative Activities

5a. Meet monthly or as requested with DELC and ECSEPP Central Entity.

5b. Meet quarterly or as requested with Data and Evaluation Entity.

5c. Collect and track all data necessary for monitoring and evaluation of the program.

BUDGET

The budget must not exceed the amount of (Budget Amount) for Service Delivery Area( Grantee SDA).

Grantee must adhere to the Administrative Costs Policy (https://www.oregon.gov/delc/about-us/pages/grants-contracts.aspx )

INDIRECT/ADMINISTRATIVE COSTS

https://www.oregon.gov/delc/about-us/pages/grants-contracts.aspx https://www.oregon.gov/delc/about-us/pages/grants-contracts.aspx

Grantee may be reimbursed for indirect or administrative costs, as a percentage of the Grant Funds disbursed under this Grant, in an amount that does not exceed 15%. The rates described in this paragraph override any other verbal or written rate(s) provided by Agency, including in any notice of award provided by Agency’s Electronic Grants Management System (“EGMS”).

Grantee’s requests for reimbursement…