063-20 - Kitsap Economic Development Alliance - ContractAGREEMENT FOR THE ADMINISTRATION OF
THE PORT ORCHARD CARES
SMALL BUSINESS RELIEF GRANT PROGRAM
Contract No. 063-20
THIS AGREEMENT is entered into on this 141' day of July, 2020, by and between the City
of Port Orchard, a Washington municipal corporation ("City") and the Kitsap Economic
Development Alliance ("KEDA"), a Washington nonprofit corporation, for the administration of the
Port Orchard CARES Small Business Relief Grant Program.
RECITALS
A. On March 27, 2020, the United States Congress adopted the Coronavirus Aid, Relief,
and Economic Security Act ("CARES Act") which, among other things, amended Section 601(a) of
the Social Security Act and established the Coronavirus Relief Fund into which Congress
appropriated $150 billion to make payments for specified uses to States and certain local
governments.
B. The Coronavirus Relief Fund is available to reimburse government recipients for
necessary expenditures incurred due to the COVID-19 public health emergency that were not
accounted for in the government recipient's most -recently appropriated budget and that were
incurred during the period between March 1, 2020 and December 30, 2020.
C. Guidance issued by the U.S. Treasury Department indicates that necessary
expenditures incurred due to the COVID-19 public health emergency include costs incurred to
support local businesses that suffered losses due to COVID-19 business interruptions, or incurred
costs for personal protective equipment or other materials, supplies and equipment needed to safely
operate following a COVID-19-related closure.
D. The State of Washington determined to distribute a certain portion of its share of the
CARES Act funds to Washington cities, including the City of Port Orchard, with such funds being
administered through the Washington State Department of Commerce.
E. The City has entered into an Interagency Agreement with the Washington State
Department of Commerce, which governs the City's receipt of the CARES Act funds allocated to
the City, through the City's request for reimbursement of eligible expenditures (the "Interagency
Agreement"). Under the Interagency Agreement, the City's reimbursable expenditures must be
incurred during the period between March 1, 2020 and October 31, 2020 in order for the State of
Washington to closeout its contracts in time to meet the United States Treasury's December 30, 2020
end date.
F. To address the COVID-19 public health crisis, on March 23, 2020, Governor Inslee
issued Proclamation 20-25, "Stay Home -- Stay Healthy," which prohibited all people in Washington
State from leaving their homes with certain exceptions, and generally prohibited all nonessential
businesses from conducting business. On May 31, 2020, after extending Proclamation 20-25 several
times, Governor Inslee issued Proclamation 20-25.4, which recreates a transition from "Stay Home
-- Stay Healthy" to Safe Start — Stay Healthy" on a County by County basis, and in accordance with
a four phase re -opening plan.
Contract No. 063-20
Page 2 of 7
G. Currently, Kitsap County is in Phase 2 of the re -opening plan. Many businesses in
Port Orchard have not yet re -opened, or are only open in a limited capacity. Without financial
assistance, many businesses will not have the resources to re -open in the future, or if they have
attempted to re -open, may have to cease operating. Disruptions to workers and businesses are
serious, as small businesses are the backbone of our economy, and provide the foundation of
employment, services for the community, and revenue for cities and other public agencies to continue
to provide essential services for the public welfare and benefit.
H. The City recognizes that one of its essential functions is to secure the health and
welfare of the community. Resources are necessary to help small businesses survive this unexpected
economic downturn caused by the unprecedented COVID-19 crises. Therefore, the City established
Port Orchard CARES, a Small Business Relief Grant Program ("Program"), the focus of which is to
provide short-term economic stability via monetary grants to qualifying businesses located within
City limits.
I. The Kitsap Economic Development Alliance ("KEDA") is a Washington nonprofit
corporation with a mission to serve as a resource for businesses located in the City of Port Orchard,
and to promote economic opportunities in Kitsap County. In furtherance of that mission, KEDA is
uniquely knowledgeable of the currently existing small businesses in Port Orchard, and accordingly
uniquely equipped to administer the Program for the businesses of Port Orchard on behalf of the
City.
J. The City has limited resources, including limited available personnel, to administer
the Program, and desires to partner with KEDA as a qualified service provider capable of serving as
grant administrator selected due to its unique qualifications for the performance of this service during
this declared state of emergency.
NOW, THEREFORE, the Parties mutually agree as follows:
AGREEMENT
1. City's Duties. The City shall provide the funding for the Port Orchard CARES
Program, and shall make grant payments directly to selected grant recipients. The City will notify
KEDA when a grant recipient has received approval/funding for reconciliation and invoicing.
The City shall pay to KEDA for its actual costs in administering the Program in an amount
of $100 for each application processed, not to exceed a total of $2,000. Upon receipt of an invoice
from KEDA the City agrees to pay this amount within thirty (30) days.
2. KEDA's Duties. KEDA shall administer the Program as follows:
A. The City shall provide and KEDA shall review the executed Interagency
Agreement between the City of Port Orchard and the Washington Department of Commerce for
Contract No. 063-20
Page 3 of 7
CARES Funding, including any amendments thereto, attached as Exhibit C and shall ensure
compliance with the requirements of that Interagency Agreement in effectuation of this Agreement.
B. KEDA shall utilize the eligibility parameters for the Program attached as
Exhibit A for the selection of grant recipients. Upon selection of said grant recipients, KEDA shall
provide to the City the selected application and all supporting documentation for the City's audit.
The City has ultimate decision -making authority as to the final grant recipients, and reserves the right
to reject any application. The City shall inform KEDA of the final grant recipient(s) and allocated
funding, and may do so on a rolling basis.
C. KEDA shall notify the final grant recipients upon selection by the City, and
shall require all grant recipients to execute the Agreement attached as Exhibit B prior to receipt of
funding.
D. KEDA shall administer the Program, utilizing the parameters set out in this
Agreement, shall administer the Program in a manner which assures fair, equal and non-
discriminatory treatment of all persons, including maintaining open hiring and employment
practices, and compliance with all requirements of applicable federal, state or local laws or
regulations related to hiring and employment practices and providing services to all persons, without
discrimination as to any person's race, color, religion, sex, sexual orientation, disabled veteran
condition, physical or mental handicap or national origin.
E. KEDA shall perform due diligence to ensure all grant recipients are eligible
to receive grant funding under the terms of this Agreement, and KEDA shall document said due
diligence via a report to the City. The report shall identify the measures taken by KEDA in detail,
and the City reserves the right to request additional information and/or documentation to support
each award.
F. KEDA, in conjunction with the City, shall ensure all grant recipients use
Program Award Funds only to pay or reimburse Recipient for Eligible Expenses incurred during the
time period set forth in this agreement. Eligible Expenses are limited to expenditures for costs of
business interruption caused by closures and limited re -openings due to COVID, and must be
specifically for COVID-related impacts.
G. KEDA shall ensure all grant recipients shall not use Program Award Funds to
cover payroll or other employee -related or business -associated costs for which the grant recipient
has received other federal, state or regional funds, including without limitation funds made available
under the Payroll Protection Program ("PPP") or unemployment insurance compensation with a
signed declaration by business in application process asserting they meet all criteria.
H. KEDA shall ensure all Eligible Expenses by grant recipients are incurred
between March 1, 2020 and October 31, 2020. Any expenses incurred before or after this period are
not Eligible Expenses for Program Award Funds. KEDA agrees that all proposed grant recipients
shall be submitted to the City for review on or before September 30, 2020, and that all documentation
required under this Agreement shall be submitted to the City no later than October 1, 2020.
Contract No. 063-20
Page 4 of 7
I. In administering the Program, KEDA shall comply with and obey all
applicable federal, state and local laws, regulations, and ordinances. Should KEDA's administration
of the Program be inconsistent with applicable laws, provisions of this Agreement, or otherwise
inappropriate, the City shall have the right to the return of any portion of the Funds that are later
determined to have been spent in violation of applicable laws. In the alternative, the City may
recapture such funds from payments due under this Agreement. The City shall not exercise this right
until it has given written notice of noncompliance with applicable laws or this Agreement to KEDA,
and allowed KEDA a period of ten (10) days from the date of notice for KEDA to cure the
noncompliance. The right of recapture provided in this section is in addition to and not in lieu of any
right which Washington law provides for breach of contract.
3. Maintenance of Records. KEDA shall maintain accurate records, including
accounting records such as invoices, sales receipts, and proof of payment, books, documents, data
and other evidence that reflects its costs of administering the Program, as well as all of grant
recipients direct and indirect expenditures of Program Award Funds. These records must be
sufficient to demonstrate that the funds have been used in accordance with Section 601(d) of the
Social Security Act. The City may at any time review the documentation to determine KEDA's
conformance with the requirements of the Program, and the KEDA shall make available to the City,
upon request, all of the KEDA's records and documents with respect to all matters covered by this
Agreement.
A. The City may require the KEDA to provide additional documentation if the
existing documentation is deemed incomplete.
B. KEDA shall retain all records related to this Agreement for a period of six (6)
years following the expiration or termination of this Agreement, whichever occurs later. These
records, including materials generated under the contract, shall be subject at all reasonable times to
inspection and review by the City, and to an audit by the Washington State Department of Commerce,
personnel duly authorized by Commerce, the Office of the State Auditor, and federal and state
officials so authorized by law, regulation or agreement.
C. If any litigation, claim or audit is started before the expiration of the six (6)
year period provided in Section 3(b) above, the records shall be retained until all litigation, claims,
or audit findings involving the records have been resolved.
D. The terms of this provision shall survive the expiration or termination of this
Agreement.
4. Term. This Agreement shall commence upon mutual execution, and terminate upon
completion of all duties proscribed herein, or on December 31, 2020, whichever occurs first.
5. Termination. If KEDA fails to fulfil its obligations under this Agreement, the City
may terminate this Agreement upon written notice to KEDA specifying the reason for termination
and the date of termination, and may seek to recover any Program Award Funds paid to KEDA or in
KEDA's possession at the time of termination.
Contract No. 063-20
Page 5 of 7
6. No Employee Relationship. KEDA understands and acknowledges that neither
KEDA nor any officer, employee or agent of KEDA shall be considered to be an employee of the
City, nor entitled to any benefits accorded City employees, by virtue of the services provided under
this Agreement. The City shall not be responsible for assuming the duties of an employer with respect
to the KEDA or any employee of KEDA.
7. Indemnification. KEDA shall indemnify and hold the City harmless against any
claim or liability of any nature in connection with or arising in any manner out of this Agreement.
KEDA shall ensure that any recipient of any Program Award Funds shall agree to defend and
indemnify the City to the extent and on the same terms and conditions as KEDA.
8. Complete Agreement. This Agreement sets forth the complete expression of the
agreement between the Parties, and any oral representations or understandings not incorporated
herein are excluded.
9. Waiver. Any waiver by KEDA or the City of the breach of any provision of this
Agreement by the other party will not operate, or be construed, as a waiver of any subsequent breach
by either party or prevent either party from thereafter enforcing any such provisions.
10. Modification. This Agreement may only be amended by written agreement signed
by both Parties.
11. Severability. If any part of this Agreement is found to be in conflict with applicable
laws, such part shall be inoperative, null and void, insofar as it is in conflict with said laws, and the
remainder of the Agreement shall remain in full force and effect.
12. Notices.
Notices to the City of Port Orchard shall be sent to the following address:
City of Port Orchard
Attn:
216 Prospect Street
Port Orchard, WA 98366
Notices to KEDA shall be sent to the foil wing address;
1W h&-
coo
cj WV11-
n
Contract No. 063-20
Page 6 of 7
13. Assignment of Contract. KEDA shall not assign this Agreement or any of the
duties assigned to it hereunder without the prior written consent of the City.
14. Venue. This Agreement shall be governed by the law of the State of Washington and
venue for any lawsuit arising out of this Agreement shall be in Kitsap County.
15. Interagency Agreement Amendments. Notwithstanding Section 10 above, the
Parties acknowledge that Washington State may require or request changes to the Interagency
Agreement or its requirements or provisions. Any changes or alterations to the Interagency
Agreement terms and conditions that are applicable or relevant to this Agreement shall be
incorporated into this Agreement by amendment of this Agreement, upon notice by the City to
KEDA.
16. Public Disclosure. All documents and records comprising the Agreement, and all
other documents and records provided to the City by KEDA, are deemed public records under the
Washington Public Records Act, Ch. 42.56 RCW, and may be subject to disclosure by the City. The
City may be required, upon request, to disclose the Agreement, and the documents and records
submitted to the City by KEDA, unless an exemption under the Public Records Act applies.
17. Disclaimer of Liability. Washington State Department of Commerce and the State
of Washington are not liable for claims or damages arising from the KEDA's performance of this
Agreement.
IN WITNESS WHEREOF, the City and the KEDA have executed this Agreement as of the
date first above written.
CITY OF PORT ORCHARD,
WASHINGTON
By:
Roh Putaansuuayor
Date: 72 ZI a12-4
APPRO�Q AS TO FORM:
By: _
Charlotte A. Archer, City Attorne
Date:
Kitsap Economic Development Alliance
By:
TypedlPri t d Name: el S O&
Its: S 1 M51)e'WMQ2yM1N244t►�
Date:]' � U
Contract No. 063-20
Page 7 of 7
Exhibit A
Port Orchard Cares
Small Business Rent Relief Program
How do I know if my small business qualifies?
• Must have a Port Orchard business license
• Been in business for at least one year prior to the date of the application
• Have a physical location in the City of Port Orchard on or before March 1, 2020
• Have no more than 15 full-time equivalent employees.
• Engage in a type of business eligible to receive funding by the US Small Business
Administration: (https://www.sba.gov/partners/lenders/7a-loan-C)roeram terms-conditions-
eligibility#section-header-15 )
• Ability to demonstrate loss of revenue due to COVID-19 (Priority given to businesses
that were required to close due to the Governor's order)
• Your business has reopened prior to the date of the application
• If you answer yes to all of the above your business may qualify
What can I use the grant for?
• Payment and/or reimbursement of business leasehold rents. Up to 6 months of rent
from April thru September 2020 up to $5,000
What things are not allowed?
• Wages, bonuses or draws by you as the owner. (These expenses were eligible under the
PPP loans)
• Operating expenses other than rent
• Businesses that received previous funding under the Working Washington Small
Business Emergency Grant program or other local grants
• Not eligible for months that landlord provided rent relief
• Mortgage payments on owner occupied buildings
• Landlord must not have any ownership in business
• No homebased businesses
Documentation
• Application
• Evidence of Lease
• Declaration from landlord
• Documentation related to real estate holding company may be required
Exhibit B
AGREEMENT FOR THE RECEIPT OF FUNDS FROM
PORT ORCHARD CARES, SMALL BUSINESS RENT RELIEF PROGRAM
THIS AGREEMENT is entered into on this _ day of 2020, by and between the City of
Port Orchard, hereinafter "the City," and , recipient of a grant award under
the Port Orchard Cares, Small Business Rent Relief Program, hereinafter "the Recipient."
RECITALS
WHEREAS, on March 27, 2020, the United States Congress adopted the Coronavirus Aid,
Relief, and Economic Security Act ("CARES Act") which, among other things, amended Section
601(a) of the Social Security Act and established the Coronavirus Relief Fund into which Congress
appropriated $150 billion to make payments for specified uses to States and certain local
governments; and
WHEREAS, the Coronavirus Relief Fund is available to reimburse government recipients
for necessary expenditures incurred due to the COVID-19 public health emergency that were not
accounted for in the government recipient's most -recently appropriated budget and that were
incurred during the period between March 1, 2020 and December 30, 2020; and
WHEREAS, guidance issued by the U.S. Treasury Department indicates that necessary
expenditures incurred due to the COVID-19 public health emergency include costs incurred to
support local businesses that suffered losses due to COVID-19 business interruptions, or incurred
costs for personal protective equipment or other materials, supplies and equipment needed to safely
operate following a COVID-19-related closure; and
WHEREAS, the State of Washington has decided to distribute a certain portion of its share
of the CARES Act funds to Washington Cities, including the City of Port Orchard, with such funds
being administered through the Washington State Department of Commerce; and
WHEREAS, under the Washington State Department of Commerce Interagency
Agreement with the City of Port Orchard through the Coronavirus Relief Fund for Local
Governments reimbursable expenditures must be incurred during the period between March 1,
2020 and October 31, 2020 in order for the State of Washington to closeout its contracts in time to
meet the United States Treasury's December 30, 2020 end date; and
WHEREAS, the City established the Port Orchard Small Business Rent Relief Program
("Program"), the focus of which is to provide short-term economic stability via monetary grants
to qualifying businesses and community organizations located within City limits for rent relief,
and
WHEREAS, the City has determined the Recipient eligible for assistance under this
Program.
NOW, THEREFORE, the parties herein do mutually agree as follows:
Exhibit B
1. Award Amount and Eligible Expenses. The total amount to be awarded to Recipient
under the Program is $ ("Program Award Funds"). Recipient shall use Program
Award Funds only to pay or reimburse Recipient for business leasehold rent(s) ("Eligible
Expenses") incurred during the time period set forth in Section 2. Expenditure of Program
Award Funds on Ineligible Expenses shall be subject to recapture at the discretion of the
City. The Recipient agrees to repay to the City, within thirty (30) days or such other the
time period specified by the City, all Program Award Funds determined by the City to have
been spent on an Ineligible Expense. In the alternative, the City may recapture such funds
from payments due under this Agreement.
2. Time Period. All Eligible Expenses must be incurred by the Recipient between March 1,
2020 and September 30, 2020. Any expenses incurred before or after this period are not
Eligible Expenses for Program Award Funds. The Recipient understands that any expenses
incurred in excess of Program Award Funds are the Recipient's sole responsibility and will
not be paid by the City.
3. Compliance with Federal, State and Local Laws. The Recipient shall comply with and
obey all applicable federal, state and local laws, regulations, and ordinances. Should the
Recipient's spending of the Program Award Funds be inconsistent with applicable laws,
provisions of this Agreement, or otherwise inappropriate, the City shall have the right to
the return of any portion of the Funds that are later determined to have been spent in
violation of applicable laws. In the alternative, the City may recapture such funds from
payments due under this Agreement. The City shall not exercise this right until it has given
written notice of noncompliance with applicable laws or this Agreement to Recipient, and
allowed Recipient a period of ten (10) days from the date of notice for Recipient to cure
the noncompliance. The right of recapture provided in this section is in addition to and not
in lieu of any right which Washington law provides for breach of contract.
a. Requirement to Provide Accurate Information. The Recipient understands and
acknowledges that providing false information on any documents submitted to the
City or its designees as part of the Recipient's participation in the Program may
constitute fraud, and may be subject to civil and/or criminal penalties and/or
sanctions.
b. No Use of Program Award Funds for Expenses Covered by Other Programs. The
Recipient shall not use Program award funds to cover payroll or other employee -
related or business -associated costs for which the Recipient has received other
federal, state or regional funds, including without limitation funds made available
under the Payroll Protection Program ("PPP") or unemployment insurance
compensation.
c. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
Exclusion — Lower Tier Covered Transaction. Recipient certifies, by signing this
Agreement that neither it nor its principals is presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction by any Federal or State department or agency.
2
Exhibit B
4. Maintenance of Records. The Recipient shall maintain accurate written records, including
accounting records such as invoices, sales receipts, and proof of payment, books,
documents, data and other evidence that reflects all of Recipient's direct and indirect
expenditures of Program Award Funds. These records must be sufficient to demonstrate
that the funds have been used in accordance with Section 601(d) of the Social Security Act.
The City may at any time review the documentation to determine the Recipient's
conformance with the requirements of the Program, and the Recipient shall make available
to the City, upon request, all of the Recipient's records and documents with respect to all
matters covered by this Agreement.
a. The City may require the Recipient to provide additional documentation if the
existing documentation is deemed incomplete.
b. The Recipient shall retain all records related to this Agreement for a period of six
(6) years following the receipt of Program Award Funds. These records, including
materials generated under the contract, shall be subject at all reasonable times to
inspection and review by the City, and to an audit by the Washington State
Department of Commerce, personnel duly authorized by Commerce, the Office of
the State Auditor, and federal and state officials so authorized by law, regulation or
agreement.
c. If any litigation, claim or audit is started before the expiration of the six (6) year
period provided in Section 4(b) above, the records shall be retained until all
litigation, claims, or audit findings involving the records have been resolved.
5. Kitsap Economic Development Alliance. The City is partnering with the Kitsap
Economic Development Alliance ("KEDA") to administer this Program. Recipients may
be contacted by the KEDA regarding this Program and are encouraged to contact the
KEDA with questions about the Program.
6. No Employee Relationship. The Recipient understands and acknowledges that neither the
Recipient nor any officer, employee or agent of the Recipient shall be considered to be an
employee of the City, nor entitled to any benefits accorded City employees, by virtue of
the services provided under this Agreement. The City shall not be responsible for assuming
the duties of an employer with respect to the Recipient or any employee of the Recipient.
7. Indemnification. The Recipient shall indemnify and hold the City harmless against any
claim or liability of any nature in connection with or arising in any manner out of this
Agreement. In the event of any dispute between the Recipient and its employees,
subcontractors or anyone with a claim to some or all of the Recipient's Program award
funds, the Recipient shall be responsible for resolution of any such claim and the City shall
have no responsibility or obligation in the resolution process or outcome. The Recipient
shall ensure that any sub -recipient of any Program award funds shall agree to defend and
indemnify the City to the extent and on the same terms and conditions as the Recipient.
3
Exhibit B
8. Non-discrimination. The Recipient shall conduct its business and use funds in a manner
which assures fair, equal and non-discriminatory treatment of all persons, including
maintaining open hiring and employment practices, and compliance with all requirements
of applicable federal, state or local laws or regulations related to hiring and employment
practices and providing services to all persons, without discrimination as to any person's
race, color, religion, sex, sexual orientation, disabled veteran condition, physical or mental
handicap or national origin.
9. Complete Agreement. This Agreement sets forth the complete expression of the
agreement between the Parties, and any oral representations or understandings not
incorporated herein are excluded.
10. Waiver. Any waiver by the Recipient or the City of the breach of any provision of this
Agreement by the other party will not operate, or be construed, as a waiver of any
subsequent breach by either party or prevent either party from thereafter enforcing any
such provisions.
11. Modification. This Agreement may only be amended by written agreement signed by both
Parties.
12. Severability. If any part of this Agreement is found to be in conflict with applicable laws,
such part shall be inoperative, null and void, insofar as it is in conflict with said laws, and
the remainder of the Agreement shall remain in full force and effect.
13. Notices.
A. Notices to the City of Port Orchard shall be sent to the following address:
City of Port Orchard
Attn: Finance Director
Port Orchard, WA
B. Notices to the Recipient shall be sent to the following address:
14. Assignment of Contract. The Recipient shall not assign this contract without the prior written
consent of the City.
15. Venue. This Agreement shall be governed by the law of the State of Washington and venue for
any lawsuit arising out of this Agreement shall be in King County.
16. Disclaimer of Liability. Washington State Department of Commerce and the State of Washington
are not liable for claims or damages arising from the Recipient's performance of this Agreement.
4
Exhibit B
IN WITNESS WHEREOF, the City and Recipient have executed this Agreement as of the date first
above written.
CITY OF PORT ORCHARD,
WASHINGTON
By:
Its: Mayor
Date:
ATTEST:
Brandy Rinearson, City Clerk
Date:
APPROVED AS TO FORM:
Charlotte A. Archer, City Attorney,
Date:
Recipient
[Recipient's Complete Legal Name]
By:
Typed/Printed Name:
Its:
Date:
Exhibit C
Washington Sta-te
IVi►1V Co pn�merce
Interagency Agreement with
through
For
City of Port Orchard
the Coronavirus Relief Fund for Local Governments
Costs incurred due to the public health emergency with respect to
the Coronavirus Disease 2019 (COVID-19) during the period of
March 1, 2020 thru October 31, 2020.
Start date: March 1, 2020
TABLE OF CONTENTS
Special Terms and Conditions
1. Authority .......................................... ........................................................... 1
2. Acknowledgement of Federal Funding........................................................1
3. Contract Management...............................................................................................1
4. Compensation ...................................... ::::.............. ....... :.....: ...........................1
5. Expenses............................................................... .................---.....1
6. Indirect Costs........................................................................................
1
7. Billing Procedures and Payment............................................................................. 1
8. Audit..................................................................................................... 2
9. Debarment............................................................................................3
10. Laws..........................................................:................._..........................._.................3
11. Order of Precedence.......................................:::.:..::.........,.,,......................:.....:........4
General Terms and Conditions
1.
Definitions
2.
All Writings Contained Herein .....................................
:::::::.....:.................. :..::......... 5
3.
Amendments...........................................................................:......................,,.......5
4.
Assignment...................................................................................................
......... 5
5.
Confidentiality and Safeguarding of Information........................................................ 5
6.
Copyright...............................................................................,.......---
..................... 6
7.
Disputes...................................................................................................................6
8.
Governing Law and Venue.................................:...............,..................................
6
9.
Indemnification.......................................................
10.
Licensing, Accreditation and Registration.............................;..................,.............7
11.
Recapture........................................................................,.....,...............................
7
12.
Records Maintenance.............................................................................................
7
13.
Savings...............................................................................................------...............
7
14.
Severability..............................................................................................................
7
15.
Subcontracting....................................................................:.:..:............I.................
7
16.
Survival..............................................................
...... ......................,.. 8
17.
Termination for Cause......................................................,....,..,...,.....,..,...:....:.......
8
18.
Termination for Convenience..................................................................................
8
19.
Termination Procedures..................................................................
................ 8
20.
Waiver.........................................................
........ :.................... .......... ....................9
AttachmentA, Scope of Work .............. ............. .... .. •.......,.....,,.......,.........................10
Attachment B, Budget & Invoicing.................................,.,...........,.,.............. 12
Attachment C, A-19 Certification................................................................................................ 13
AttachmentD, A-19 Activity Report ............................................................................................ 15
FACE SHEET
Washington State Department of Commerce
Local Government Division
Community Capital Facilities Unit
Coronavirus Relief Fund for Local Governments
1. Contractor
City of Port Orchard
216 Prospect St
Port Orchard, Washington 98366-5326
3. Contractor Representative
Heidi Draper
Accounting Assistant III
(360)876-4407
lid raper@cityofportorchard. us
5. Contract Amount
Contract Number: 20-6541 C-288
2. Contractor Doing Business As (optional)
4. COMMERCE Representative
Karma Shannon Lawson P.O. Box 42525
Project Manager 1011 Plum Street SE
(360) 810-0185 Olympia, WA 98504-
Fax 360-586-5880 2525
karma.shannonlawson@commerce.wa.gov
6. Funding Source 7. Start Date S. End Date
$431,700.00 I Federal: X State: Other: N/A: I March 1, 2020 1 October 31, 2020
9. Federal Funds (as applicable) Federal Agency: CFDA Number: Indirect Rate (if applicable):
$431,700.00 US Dept. of the Treasury 21.019 10.00%
10. Tax ID # 11. SWV # 12. UBI # 13. DUNS #
XXXXXXXXXXXXXX SWV0025665-00 182000005 N/A
14. Contract Purpose
To provide funds for costs incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID-19)
during the period of March 1, 2020 thru October 31, 2020. Final invoices must be received by November 15, 2020.
15. Signing Statement
COMMERCE, defined as the Department of Commerce, and the Contractor, as defined above, acknowledge and accept the terms of
this Contract and Attachments and have executed this Contract on the date below and warrant they are authorized to bind their
respective agencies. The rights and obligations of both parties to this Contract are governed by this Contract and the following
documents hereby incorporated by reference: Attachment "A" — Scope of Work, Attachment "B"— Budget & Invoicing, Attachment
"C" — A-19 Certification, Attachment "D" — A-19 Activity Report
FOR CONTRACTOR I FOR COMMERCE
Rob Putaansuu, Mayn
Ce 1 1 fl "fib
Date
Mark K. Barkley, Assistant Director, Local Government Division
Date
APPROVED AS TO FORM ONLY BY ASSISTANT
ATTORNEY GENERAL 05-01-2020.
APPROVAL ON FILE.
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
FEDERALFUNDS
1. AUTHORITY
COMMERCE and Contractor enter into this Contract pursuant to the authority granted by the Interlocal
Cooperation Act, Chapter 39.34 RCW.
2. ACKNOWLEDGMENT OF FEDERAL FUNDS
Funds under the Contract are made available and are subject to Section 601(a) of the Social Security
Act, as amended by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act (CARES
Act), and Title V and VI of the CARES Act.
The Contractor agrees that any publications (written, visual, or sound) but excluding press releases,
newsletters, and issue analyses, issued by the Contractor describing programs or projects funded in whole
or in part with federal funds under this Contract, shall contain the following statements:
"This project was supported by a grant awarded by US Department of the Treasury. Points of
view in this document are those of the author and do not necessarily represent the official position
or policies of the US Department of the Treasury. Grant funds are administered by the Local
Government Coronavirus Relief Fund thru the Washington State Department of Commerce."
3. CONTRACT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person for all
communications and billings regarding the performance of this Contract.
The Representative for COMMERCE and their contact information are identified on the Face Sheet of
this Contract.
The Representative for the Contractor and their contact information are identified on the Face Sheet of
this Contract.
4. COMPENSATION
COMMERCE shall pay an amount not to exceed the contract amount listed on the Face Sheet for the
performance of all things necessary for or incidental to the performance of work under this Contract as set
forth in the Scope of Work (Attachment A).
5. EXPENSES
Contractor shall receive reimbursement for allowable expenses as identified in the Scope of Work
(Attachment A) or as authorized in advance by COMMERCE as reimbursable.
Travel expenses may include airfare (economy or coach class only), other transportation expenses, and
lodging and subsistence necessary during periods of required travel. Contractor shall receive compensation
for travel expenses at current state travel reimbursement rates.
6. INDIRECT COSTS
Contractor shall provide their indirect cost rate that has been negotiated between their entity and the federal
government. If no such rate exists a de minimis indirect cost rate of 10% of modified total direct costs
(MTDC) will be used.
7. BILLING PROCEDURES AND PAYMENT
COMMERCE shall reimburse the Contractor for eligible Project expenditures, up to the maximum payable
under this Contract. When requesting reimbursement for expenditures made, Contractor shall submit all
Invoice Vouchers and any required documentation electronically through COMMERCE's Contracts
Management System (CMS), which is available through the Secure Access Washington (SAW) portal. If
the Contractor has constraints preventing access to COMMERCE's online A-19 portal, a hard copy A-19
form may be provided by the COMMERCE Project Manager upon request.
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The voucher must be certified by an official of the Contractor with authority to bind the Contractor. The final
voucher shall be submitted to COMMERCE no later than November 15, 2020.
COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly completed
invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly.
The invoices shall describe and document, to COMMERCE's satisfaction, reimbursable expenditures as
set forth under the Scope of Work (Attachment A) and Budget & Invoicing (Attachment B). The invoice shall
include the Contract Number as stated on the Face Sheet.
Each voucher must be accompanied by an A-19 Certification (Attachment C) and A-19 Activity Report
(Attachment D). The A-19 Certification must be certified by an authorized party of the Contractor to certify
and attest all expenditures submitted on the voucher are in compliance with the United States Treasury
Coronavirus Relief Fund ("Fund") Guidance for State, Territorial, Local, and Tribal Governments:
hitps://home.treasury.gov/system/files/1 36/Coronavi rus-Rel ief-Fu nd-G u idance-for-State-Territorial- Local-
and-Tri bal-Governm ents. pdf
The A-19 Activity Report must be submitted which describes, in Excel spreadsheet and narrative form, a
detailed breakdown of the expenditures within each applicable budget sub -category identified in the
voucher, as well as a report of expenditures to date. COMMERCE will not release payment for any
reimbursement request received unless and until the A-19 Certification and A-19 Activity Report is received.
After approving the Invoice Voucher, A-19 Certification and Activity Report, COMMERCE shall promptly
remit a warrant to the Contractor.
Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt
of properly completed invoices. Payment shall be sent to the address designated by the Contractor.
COMMERCE may, in its sole discretion, terminate the Contract or withhold payments claimed by the
Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of
this Contract.
No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall
be made by COMMERCE.
Duplication of Billed Costs
The Contractor shall not bill COMMERCE for services performed under this Agreement, and COMMERCE
shall not pay the Contractor, if the Contractor is entitled to payment or has been or will be paid by any other
source, including grants, for that service.
Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization
or that of its subcontractors.
Should the Contractor be found to spent funds inconsistent with federal laws, rules, guidelines, or otherwise
inappropriately, it is the responsibility of the Contractor to reimburse Commerce for any amount spent on
disallowed costs.
8. AUDIT
Contractor shall maintain internal controls providing reasonable assurance it is managing federal awards
in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a
material effect on each of its federal programs; and prepare appropriate financial statements, including a
schedule of expenditures of federal awards.
If the Contractor is a subrecipient and expends $750,000 or more in federal awards from any and/or all
sources in any fiscal year, the Contractor shall procure and pay for a single audit or a program -specific
audit for that fiscal year. Upon completion of each audit, the Contractor shall:
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A. Submit to COMMERCE the reporting package specified in OMB Super Circular 2 CFR 200.501,
reports required by the program -specific audit guide (if applicable), and a copy of any management
letters issued by the auditor.
B. Submit to COMMERCE follow-up and developed corrective action plans for all audit findings.
If the Contractor is a subrecipient and expends less than $750,000 in federal awards from any and/or all
sources in any fiscal year, the Contractor shall notify COMMERCE they did not meet the single audit
requirement.
The Contractor shall send all single audit documentation to auditreview commerce.wa. ov
9. DEBARMENT
A. Contractor, defined as the primary participant and it principals, certifies by signing these General Terms
and Conditions that to the best of its knowledge and belief that they:
i. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal department or agency.
ii. Have not within a three-year period preceding this Contract, been convicted of or had a civil
judgment rendered against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public or private agreement or transaction,
violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, tax evasion, receiving
stolen property, making false claims, or obstruction of justice;
iii. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity
(Federal, State, or local) with commission of any of the offenses enumerated in paragraph
(1)(b) of federal Executive Order 12549; and
iv. Have not within a three-year period preceding the signing of this Contract had one or more
public transactions (Federal, State, or local) terminated for cause of default.
B. Where the Contractor is unable to certify to any of the statements in this Contract, the Contractor shall
attach an explanation to this Contract.
C. The Contractor agrees by signing this Contract that it shall not knowingly enter into any lower tier
covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily
excluded from participation in this covered transaction, unless authorized by COMMERCE.
D. The Contractor further agrees by signing this Contract that it will include the clause titled "Certification
Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered
Transaction," as follows, without modification, in all lower tier covered transactions and in all
solicitations for lower tier covered transactions:
LOWER TIER COVERED TRANSACTIONS
i. The lower tier Contractor certifies, by signing this Contract that neither it nor its principals is
presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal department or agency.
ii. Where the lower tier Contractor is unable to certify to any of the statements in this Contract,
such contractor shall attach an explanation to this Contract.
E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction,
person, primary covered transaction, principal, and voluntarily excluded, as used in this section,
have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive
Order 12549. You may contact COMMERCE for assistance in obtaining a copy of these regulations.
10. LAWS
The Contractor shall comply with all applicable laws, ordinances, codes, regulations, and policies of local,
state, and federal governments, as now or hereafter amended, including, but not limited to:
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United States Laws. Regulations and Circulars [Federal
Contractor shall comply with Uniform Administrative Requirements, Cost Principles, and Audit Requirement
for Federal Award, 2 CFR 200, Subpart F — Audit Requirements.
Contractor shall comply with the applicable requirements of 2 CFR Part 200, including any future
amendments to 2 CFR Part 200, and any successor or replacement Office of Management and Budget
(OMB) Circular or regulation.
Contractor shall comply with Omnibus Crime Control and Safe streets Act of 1968, Title VI of the Civil Rights
Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of
1990, Title IX of the Education Amendments of 1972, The Age Discrimination Act of 1975, and The
Department of Justice Non -Discrimination Regulations, 28 C.F.R. Part 42, Subparts C.D.E. and G, and 28
C.F.R. Part 35 and 39.
11. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence
in the following order:
• Applicable federal and state of Washington statutes and regulations
• Special Terms and Conditions
• General Terms and Conditions
• Attachment A — Scope of Work
• Attachment B — Budget & Invoicing
• Attachment C — A-19 Certification
• Attachment D — A-19 Activity Report
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GENERAL TERMS AND CONDITIONS
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1. DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to
act on the Director's behalf.
B. "COMMERCE" shall mean the Department of Commerce.
C. "Contract" or "Agreement" means the entire written agreement between COMMERCE and the
Contractor, including any attachments, documents, or materials incorporated by reference. E-mail
or facsimile transmission of a signed copy of this contract shall be the same as delivery of an
original.
D. "Contractor" shall mean the entity identified on the face sheet performing service(s) under this
Contract, and shall include all employees and agents of the Contractor.
E. "Personal Information" shall mean information identifiable to any person, including, but not limited
to, information that relates to a person's name, health, finances, education, business, use or receipt
of governmental services or other activities, addresses, telephone numbers, social security
numbers, driver license numbers, other identifying numbers, and any financial identifiers.
F. "State" shall mean the state of Washington.
G. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or
part of those services under this Contract under a separate contract with the Contractor. The terms
"subcontractor" and "subcontractors" mean subcontractor(s) in any tier.
2. ALL WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to
exist or to bind any of the parties hereto.
3. AMENDMENTS
This Contract may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
4. ASSIGNMENT
Neither this Contract, work thereunder, nor any claim arising under this Contract, shall be transferred
or assigned by the Contractor without prior written consent of COMMERCE.
5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
i. All material provided to the Contractor by COMMERCE that is designated as "confidential" by
COMMERCE;
ii. All material produced by the Contractor that is designated as "confidential" by COMMERCE;
and
iii. All personal information in the possession of the Contractor that may not be disclosed under
state or federal law.
B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer,
sale, or disclosure of Confidential Information. The Contractor shall use Confidential Information
solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any
Confidential Information to any third party except with the prior written consent of COMMERCE or
as may be required by law. The Contractor shall take all necessary steps to assure that Confidential
Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of
Confidential Information or violation of any state or federal laws related thereto. Upon request, the
Contractor shall provide COMMERCE with its policies and procedures on confidentiality.
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COMMERCE may require changes to such policies and procedures as they apply to this Contract
whenever COMMERCE reasonably determines that changes are necessary to prevent
unauthorized disclosures. The Contractor shall make the changes within the time period specified
by COMMERCE. Upon request, the Contractor shall immediately return to COMMERCE any
Confidential Information that COMMERCE reasonably determines has not been adequately
protected by the Contractor against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE within five (5) working
days of any unauthorized use or disclosure of any confidential information, and shall take necessary
steps to mitigate the harmful effects of such use or disclosure.
6. COPYRIGHT
Unless otherwise provided, all Materials produced under this Contract shall be considered "works for
hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be
considered the author of such Materials. In the event the Materials are not considered "works for hire"
under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in
all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE
effective from the moment of creation of such Materials.
"Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability
to transfer these rights.
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not
produced under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty -
free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants and
represents that the Contractor has all rights and permissions, including intellectual property rights,
moral rights and rights of publicity, necessary to grant such a license to COMMERCE.
The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
Materials furnished under this Contract, of all known or potential invasions of privacy contained therein
and of any portion of such document which was not produced in the performance of this Contract. The
Contractor shall provide COMMERCE with prompt written notice of each notice or claim of infringement
received by the Contractor with respect to any Materials delivered under this Contract. COMMERCE
shall have the right to modify or remove any restrictive markings placed upon the Materials by the
Contractor.
7. DISPUTES
In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in
the following manner: Each party to this Agreement shall appoint one member to the Dispute Board.
The members so appointed shall jointly appoint an additional member to the Dispute Board. The
Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a
determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority
prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As
an alternative to this process, either of the parties may request intervention by the Governor, as
provided by RCW 43.17.330, in which event the Governor's process will control.
8. GOVERNING LAW AND VENUE
This Contract shall be construed and interpreted in accordance with the laws of the state of Washington,
and any applicable federal laws, and the venue of any action brought hereunder shall be in the Superior
Court for Thurston County.
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9. INDEMNIFICATION
Each party shall be solely responsible for the acts of its employees, officers, and agents.
10. LICENSING, ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
11. RECAPTURE
In the event that the Contractor fails to perform this Contract in accordance with state laws, federal
laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an
amount to compensate COMMERCE for the noncompliance in addition to any other remedies available
at law or in equity.
Repayment by the Contractor of funds under this recapture provision shall occur within the time period
specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments
due under this Contract.
12. RECORDS MAINTENANCE
The Contractor shall maintain books, records, documents, data and other evidence relating to this
contract and performance of the services described herein, including but not limited to accounting
procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature
expended in the performance of this contract.
The Contractor shall maintain records that identify, in its accounts, all federal awards received and
expended and the federal programs under which they were received, by Catalog of Federal Domestic
Assistance (CFDA) title and number, award number and year, name of the federal agency, and name
of the pass -through entity.
The Contractor shall retain such records for a period of six (6) years following the date of final payment.
At no additional cost, these records, including materials generated under the contract, shall be subject
at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by
COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law,
regulation or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall
be retained until all litigation, claims, or audit findings involving the records have been resolved.
13. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or
terminate the Contract under the "Termination for Convenience" clause, without the ten calendar day
notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding
limitations and conditions.
14. SEVERABILITY
The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of
the contract.
16. SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written
approval of COMMERCE.
If COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause,
COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as they
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relate to this Contract; (b) prohibit the Contractor from subcontracting with a particular person or entity;
or (c) require the Contractor to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. Contractor
shall incorporate 2 CFR Part 200, Subpart F audit requirements into all subcontracts. The Contractor
is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition
of this Contract. The Contractor shall appropriately monitor the activities of the Subcontractor to assure
fiscal conditions of this Contract. In no event shall the existence of a subcontract operate to release or
reduce the liability of the Contractor to COMMERCE for any breach in the performance of the
Contractor's duties.
Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for
claims or damages arising from a Subcontractor's performance of the subcontract.
16. SURVIVAL
The terms, conditions, and warranties contained in this Contract that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Contract shall
so survive.
17. TERMINATION FOR CAUSE
In the event COMMERCE determines the Contractor has failed to comply with the conditions of this
contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before
suspending or terminating the contract, COMMERCE shall notify the Contractor in writing of the need
to take corrective action. If corrective action is not taken within 30 calendar days, the contract may be
terminated or suspended.
In the event of termination or suspension, the Contractor shall be liable for damages as authorized by
law including, but not limited to, any cost difference between the original contract and the replacement
or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of
the competitive bidding, mailing, advertising and staff time.
COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or
prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged
compliance breach and pending corrective action by the Contractor or a decision by COMMERCE to
terminate the contract. A termination shall be deemed a "Termination for Convenience" if it is
determined that the Contractor: (1) was not in default; or (2) failure to perform was outside of his or her
control, fault or negligence.
The rights and remedies of COMMERCE provided in this contract are not exclusive and are in addition
to any other rights and remedies provided by law.
18. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days written
notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this
Contract is so terminated, COMMERCE shall be liable only for payment required under the terms of
this Contract for services rendered or goods delivered prior to the effective date of termination.
19. TERMINATION PROCEDURES
Upon termination of this contract, COMMERCE, in addition to any other rights provided in this contract,
may require the Contractor to deliver to COMMERCE any property specifically produced or acquired
for the performance of such part of this contract as has been terminated. The provisions of the
"Treatment of Assets" clause shall apply in such property transfer.
COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and
COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and
(iv) the protection and preservation of property, unless the termination is for default, in which case the
Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree
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with such determination shall be a dispute within the meaning of the "Disputes" clause of this contract.
COMMERCE may withhold from any amounts due the Contractor such sum as the Authorized
Representative determines to be necessary to protect COMMERCE against potential loss or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, the Contractor shall:
A. Stop work under the contract on the date, and to the extent specified, in the notice;
B. Place no further orders or subcontracts for materials, services, or facilities except as may be
necessary for completion of such portion of the work under the contract that is not terminated;
C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized
Representative, all of the rights, title, and interest of the Contractor under the orders and
subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or
pay any or all claims arising out of the termination of such orders and subcontracts;
D. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the Authorized Representative to the extent the
Authorized Representative may require, which approval or ratification shall be final for all the
purposes of this clause;
E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by
the Authorized Representative any property which, if the contract had been completed, would have
been required to be furnished to COMMERCE;
F. Complete performance of such part of the work as shall not have been terminated by the Authorized
Representative; and
G. Take such action as may be necessary, or as the Authorized Representative may direct, for the
protection and preservation of the property related to this contract, which is in the possession of
the Contractor and in which the Authorized Representative has or may acquire an interest.
20. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach.
Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be
such in writing and signed by Authorized Representative of COMMERCE.
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Attachment A
Scope of Work
This funding is made available under section 601(a) of the Social Security Act, as added by section 5001
of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and Section V and VI of the
CARES Act, for costs incurred due to the public health emergency with respect to the Coronavirus Disease
2019 (COVID-19). Under the CARES Act, the Coronavirus Relief Fund may be used to cover costs that:
1. Are necessary expenditures incurred due to the public health emergency with respect to the
Coronavirus Disease 2019 (COVID-19); AND
2. Are not accounted for in the budget most recently approved as of March 27, 2020 (the date
of enactment of the CARES Act) for the State or government.
These funds may be used to reimburse for expenditures incurred during the period of March 1, 2020 thru
Oct. 31, 2020. Please note: In order to ensure all funds have been fully utilized prior to the US
Treasury's December 30, 2020 end date, the State of Washington must closeout contracts by October
31, 2020. All final requests for reimbursement must be received no later than November 15, 2020.
Expenditures must be used for necessary actions taken to respond to the public health emergency. These
may include expenditures incurred to allow the local government to respond directly to the emergency, such
as by addressing medical or public health needs, as well as expenditures incurred to respond to second -
order effects of the emergency, such as by providing economic support to those suffering from employment
or business interruptions due to COVID-19-related business closures.
Funds may not be used to fill shortfalls in government revenue to cover expenditures that would not
otherwise qualify under the statute. Although a broad range of uses is allowed, revenue replacement is not
a permissible use of Fund payments.
Payments may be used only to cover costs not accounted for in the budget most recently approved as of
March 27, 2020. A cost meets this requirement if either:
1. The cost cannot lawfully be funded using a line item, allotment, or allocation within that budget; OR
2. The cost is for a substantially different use from any expected use of funds in such a line item,
allotment, or allocation.
The "most recently approved" budget is the enacted budget for the relevant fiscal period for the particular
government. A cost is not considered to have been accounted for in a budget merely because it could be
met using a budgetary stabilization fund, rainy day fund, or similar reserve account.
Allowable expenditures include but are not limited to:
Medical expenses such as:
a. COVID-19-related expenses of public hospitals, clinics, and similar facilities.
b. Expenses of establishing temporary public medical facilities and other measures to increase
COVID-19 treatment capacity, including related construction costs.
c. Costs of providing COVID-19 testing, including serological testing.
d. Emergency medical response expenses, including emergency medical transportation, related
to COVID-19.
e. Expenses for establishing and operating public telemedicine capabilities for COVID-19-related
treatment.
2. Public health expenses such as:
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Attachment A
a. Expenses for communication and enforcement by State, territorial, local, and Tribal
governments of public health orders related to COVID-19.
b. Expenses for acquisition and distribution of medical and protective supplies, including
sanitizing products and personal protective equipment, for medical personnel, police officers,
social workers, child protection services, and child welfare officers, direct service providers for
older adults and individuals with disabilities in community settings, and other public health or
safety workers in connection with the COVID-19 public health emergency.
c. Expenses for disinfection of public areas and other facilities, e.g., nursing homes, in response
to the COVID-19 public health emergency.
d. Expenses for technical assistance to local authorities or other entities on mitigation of COVID-
19-related threats to public health and safety.
e. Expenses for public safety measures undertaken in response to COVID-19.
f. Expenses for quarantining individuals.
3. Payroll expenses for public safety, public health, health care, human services, and similar
employees whose services are substantially dedicated to mitigating or responding to the COVID-
19 public health emergency.
4. Expenses of actions to facilitate compliance with COVID-19-related public health measures, such
as:
a. Expenses for food delivery to residents, including, for example, senior citizens and other
vulnerable populations, to enable compliance with COVID-19 public health precautions.
b. Expenses to facilitate distance learning, including technological improvements, in connection
with school closings to enable compliance with COVID-19 precautions.
c. Expenses to improve telework capabilities for public employees to enable compliance with
COVID-19 public health precautions.
d. Expenses of providing paid sick and paid family and medical leave to public employees to
enable compliance with COVID-19 public health precautions.
e. COVID-19-related expenses of maintaining state prisons and county jails, including as relates
to sanitation and improvement of social distancing measures, to enable compliance with
COVID-19 public health precautions.
f. Expenses for care for homeless populations provided to mitigate COVID-19 effects and enable
compliance with COVID-19 public health precautions.
Expenses associated with the provision of economic support in connection with the COVID-19
public health emergency, such as:
a. Expenditures related to the provision of grants to small businesses to reimburse the costs of
business interruption caused by required closures.
b. Expenditures related to a State, territorial, local, or Tribal government payroll support program.
c. Unemployment insurance costs related to the COVID-19 public health emergency if such costs
will not be reimbursed by the federal government pursuant to the CARES Act or otherwise.
6. Any other COVID-19-related expenses reasonably necessary to the function of government that
satisfy the Fund's eligibility criteria.
State of Washington Interagency Agreement Version 072019
Department of Commerce Page 11
Attachment B
Budget & Invoicing
The Contractor shall determine the appropriate budget and use of funds within the following 6 budget
categories and their sub -categories:
1. Medical
2. Public Health
3. Payroll
4. Actions to Comply with Public Health Measures
5. Economic Support
6. Other Covid-19 Expenses
The Contractor shall submit invoice reimbursement requests to the Commerce Representative using the
Commerce Contract Management System's (CMS) Online A-19 Portal. Each reimbursement request must
include:
1. A-19 Certification form — An authorized party of the local government will certify each invoice (A19)
submitted for reimbursement and attest that all incurred expenditures meet the US Treasury
Department's guidance: https:l/home.treasua.gov/system/files/136/Coronavirus-Relief-Fund-
Guidance-for-State-Territorial-Local-and-Tribal-Governments.pdf
2. A-19 Activity Report
3. A detailed breakdown of the expenditures incurred within each applicable budget sub -category on
the A-19 Activity Report.
The A-19 Certification and Activity Report templates will be provided with the executed contract. The
documents are included in Attachment C and Attachment D for reference.
Receipts and proof of payment for costs incurred do not need to be submitted with A-19s. All contractors
are required to maintain accounting records in accordance with state and federal laws. Records must be
sufficient to demonstrate the funds have been used in accordance with section 601(d) of the Social Security
Act. Commerce reserves the right to audit any costs submitted for reimbursement. The Contractor shall
comply with Commerce A-19 audits and provide the appropriate records upon request.
State of Washington Interagency Agreement Version 072019
Department of Commerce Page 12
Attachment C
LOCAL GOVERNMENT CORONAVIRUS RELIEF FUNDS
CERTIFICATION
I, <FIRSI L�.STRNAME?, am the <TITLE> of <LOCAL GOVERNMENT>, and I certify that:
I have the authority and approval from the governing body on behalf of the Local
Government to request reimbursement from the Department of Commerce
(Commerce) per contract number <COMMERCE CONTRACT NUMBER> from the
allocation of the Coronavirus Relief Fund as created in section S001 of H.R.748, the
Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") for eligible
expenditures included on the corresponding A-19 invoice voucher for report period
<REPORT PERIOD FROM A-19>.
2. 1 understand that as additional federal guidance becomes available, a contract
amendment to the agreement between Commerce and the Local Government may
become necessary.
I understand Commerce will rely on this certification as a material representation in
processing this reimbursement.
4. 1 certify the use of funds submitted for reimbursement from the Coronavirus Relief
Funds under this contract were used only to cover those costs that:
a. Are necessary expenditures incurred due to the public health emergency with
respect to the Coronavirus Disease 2019 (COVID-19);
b. We not accounted for in the budget most recently approved as of March 27, 2020;
and
c. Were incurred during the period that begins on March 1, 2020, and ends on October
31, 2020.
5. 1 understand the use of funds pursuant to this certification must adhere to official
federal guidance issued or to be issued on what constitutes a necessary expenditure.
We have reviewed the guidance established by U.S. Department of the Treasury' and
certify costs meet the required guidance. Any funds expended by the Local Government
or its subcontractor(s) in any manner that does not adhere to official federal guidance
shall be returned to the State of Washington.
Footnoto.
1 — Guidance ac:.ukible at
State of Washington Interagency Agreement Version 072019
Department of Commerce Page 13
Attachment C
E,OCAL GOl i RNMFN'T CORONAV1RUS RELIEF FUNDS C E WFIFICATION
Pa2c 2 of 2
6. 1 understand the Local Government receiving funds pursuant to this certification shall
retain documentation of all uses of the funds, including but not limited to invoices
and/or sales receipts in a manner consistent with §200.333 Retention requirements for
records of 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards (Uniform Guidance). Such documentation shall
be produced to Commerce upon request and may be subject to audit by the State
Auditor.
7. 1 understand any funds provided pursuant to this certification cannot be used as a
revenue replacement for lower than expected tax or other revenue collections.
8. 1 understand funds received pursuant to this certification cannot be used for
expenditures for which the Local Government has received any other emergency COVID-
19 supplemental funding (whether state, federal or private in nature) for that same
expense.
I certify that I have read the above certification and my statements contained herein are true
and correct to the best of my knowledge.
Printed Name
Title
Signature
Date:
State of Washington Interagency Agreement Version 072019
Department of Commerce Page 14
CRF A-19 Activity Report
INSTRUCTIONS
INSTRUCTIONS:
Attachment D
A completed CRF A-19 Certification and Activity Report must be submitted with each A-19 reimbursement request.
The A-19 Activity Report must be submitted as an Excel spreadsheet, not a PDF. You must also include a detailed
breakdown of the individual expenditures reported in Column F for each applicable sub -category included on the A-19
Activity Report.
There are 6 primary budget categories;
1 _ Medical Expenses
2. Public Health Expenses
3. Payroll expenses for public employees dedicated to COVID-19
4. Expenses to facilitate compliance with COVID-19-measures
5. Economic Supports
6. Other COVID-19 Expenses
Each primary budget category includes sub -categories and provides an option to add "other' sub -rate ones not
listed.
Follow the below instructions when completing the A-19 Activity Report:
1 REPORT PERIOD - Enter the report period into Cell D1 of the A-19 Activity Report.
a This should match the report period entered on the corresponding A-19.
b Report period should include MM/YY to MMIYYYY, i.e. 03/20, March 2020, 0312020, etc.
2 COLUMN E - Enter the total amount of all previous reimbursement requests submitted to Commerce for each
applicable sub -category.
3 COLUMN F - Enter the total amount being requested in the current reimbursement request for each applicable
sub-category-
4 COLUMN H: U SE OF FUND S - You must include a general description of the use of the funds being requested
for each applicable sub -category. Keep descriptions as concise as possible, but include adequate context to
demonstrate how these funds helped address the COVID-19 emergency_ If applicable, please consider:
a Providing a brief description of the specific activities performed.
b Identifying specific populations served.
c Identifying specific programs created or utilized.
d Including any known or intended outcomes, results, or community impacts.
5 OTHER SUB -CATEGORIES - Budget categories 1-5 include a placeholder to add an additional sub -category if
necessary_
a Enter a Title for other expenses added within the appropriate budget category.
b Enter titles into Cells D10, D19, D27, D36, and D41.
c There is only one "other" placeholder in each budget category section. Please combine multiple "other" sub-
categories added to the same budget category-
6 OTHER BUDGET CATEGORIES -Budget category 6 is where you should include any eligible expenditures
that don't fall under budget categories 1-5.
a Enter a Title for these "other" expenses within budget category 6_
b Enter titles into Cells D44 - D48.
c There are only 5 entry fields available within Budget Category 6.
State of Washington Interagency Agreement Version 072019
Department of Commerce Page 15
Attachment D
Goronavirus Relief Fund
A-19 Activity Report
Report Period:
Previously Current
Tota I
Eligible Expenditures
1 Medical Expenses
Reported Expenditures
Expenditures this Invoice
Cumulative Brief Description of Use of Funds
Expenditures
A Public_hosQita l_: links and similar facilities
5 -.5
- 5 -
____
B- Temporary puhlic medical facilit_es&increased_capacity
S $
5
C- COVID-19 testing inc ludingserologica l testing
________________________
S$
$
D- Emergenq_medical response expen ses_____-
E Telemedlcinecapahilities _ ___ ________•_____•_
__ _
S S
5 -
F other:
1i $
s
-- --------- Sub -Total:
$ - $
- $ -
2 Public Health Expenses
A- Communication and en_orcement of public health measures_ _
S - S
s -
B and protective suppliesindudino sanitation and PP_E_ S
5
S -
_Medical
C OJsin4crmzgp blmc faasandurheriaciI•'1es
$ S
$
D- Teshn+ca! 2ss+skenee on COV!a:9 tn_�_ea: mi;ivn
r
S $
5
E Puhli:save measures undertaken
F. Quarantlninglndividuais..........................
G- Other:______
Sub -Total:
i
3 Payroll expenses for pubric employees dedicated to COVID-19
A Publicse.ety
$ $
$
a. Puhlic Health
$ $
$
C Health Care
S$
5
D. Human Services
S.
S
E- Economicy..LFTtvt
F Offer.-_
____ _
__--1 Sub -Total:
$ - 5
- 5 -
4 Expenses tofacilitate compliance with COVID-19-measures
A Food access and delive to resident; .................
5-
B._D_istan_re lea rn i_no tied toschool clwings ______
5 5
5 -
C- Tele,vorkcapabilitiesafpublicemployees______________
S 5
5
D. jPa idslckand paid family and medical leave to public�mpiCye_
5 5
5
E COVID-19-related expenses in cbuntKlails•____________
S - S
5
F Careandmitigation -Ices ------
S S
S
G. Pthar.
5 55
Sub -Total:
5 5
5 -
5 Economic Supports
A Smell for business interruptions
$' $
S
B. Pa�rol_SiIFe?2?r x¢xar?------------- ________----
C-
Sub -Total:
5 5
5
8 other CDYiq•19 sP5
A. Q1*1.
S 5
5
B Other:
_________________________________________
S 5
5
C. _Other._ _ ---_____.__
-
5 S
5
D- Other:
E Other:
Sub -Total:
TOTAL:
State of Washington Interagency Agreement Version 072019
Department of Commerce Page 16