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HomeMy WebLinkAboutRes-2020-118 CARES fundingBOARD OF COUNTY COMMISSIONERS COUNTY OF KITTITAS STATE OF WASHINGTON REsoLUrroN No. 2o2o - llg RESOLUTION AUTHORIZING EXECUTION OF A REVISED INTERLOCAL BETWEEN THE MUNICIPALITIES IN KITTITAS COUNTY FOR CARES ALLOCATION CONTRIBUTIONS TO KITTITAS COUNTY PUBLIC HEALTH DEPARTMENT FOR COVID 19 RELATED EXPENSES AND RESCINDING THE ORIGINAL INTERLOCAL EXECUTED ON MAy 19,2020 WHEREAS, the Interlocal Cooperation Act, RCW 39.34, allows public agencies to make the the most efficient use of their powers by enabling them to cooperate with each other on the basis of mutual advantage to provide services and facilities that will best fit the need of each community; and WHEREAS, the County of Kittitas and the Cities of Ellensburg, Cle Elum, Roslyn, Kittitas and the Town of S. Elum are desirous of sharing a maximum of 25 percent of each municipalities' CARES allocation from the State to be paid to the Kittitas County Public Health Department for Covid-19 related expenses; and WHEREAS, the Board of County Commissioners executed an interlocal on }r[ay 19,2020 detailing the manner in which those funds would be exchanged and subsequent to that execution, the Department of Commerce provided new mandates that must be addressed in any such interlocal including the added requirement of executing subcontracts between the parties; and WHEREAS, the Agreement that is attached hereto and is hereby incorporated by this reference has been revised to encompass the Department of Commerce mandates. NOW THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Kittitas County, Washington, hereby authorizes execution of the revised Interlocal Cooperation Agreement which attached hereto. NOW THEREFORE, BE IT FURTHER RESOLVED that the Board of County Commissioners of Kittitas County, Washington hereby rescinds the Interlocal that was executed on May 19, 2020. DATED this of the tw day of BOARD OF C 2020, at Ellensburg, Washington. MMISSI ,w ON INTERLOCAL COOPERATION AGREEMENT BETWEEN KITTITAS COUNTY, CITY OF ELLENSBURG, CITY OF ROSLYN, CITY OF CLE ELUM, CITY OF KITTITAS, AND THE TOWN OF S. CLE ELUM, OF WASHINGTON STATE, FOR THE CARES CONTRIBUTION FOR COYID.19 RELATED PUBLIC HEALTH EXPENSES WHEREAS, the Interlocal Cooperation Act, RCW 39.34, allows public agencies to make the most efficient use of their powers by enabling them to cooperate with each other on the basis of mutual advantage to provide services and facilities that will best fit the need of each community; and WHEREAS, Section 601(a) of the Social Security Act, as added by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") (PL 116-136), established the Coronavirus Relief Fund (the "Fund") and appropriated $ I 50 billion under Title V of the CARES Act to the Fund be used to make payments for specified uses to States and certain local governments; and WHEREAS, the Washington State allocation of Fund resources has been designated to reimburse certain additional local governments in the state for specified expenditures though contracts administered by the State Department of Commerce; and WHEREAS, the County of Kittitas and the Cities of Ellensburg, Cle Elum, Roslyn, Kittitas and the Town of S. Elum are desirous of sharing a maximum of 25 percent of each municipalities' CARES allocation from the State ("Intent Funds") to reimburse the Kittitas County Public Health Department for Covid-19 related expenses; and WHEREAS, the above-named municipal corporations have exchanged letters of intent regarding the shared use of such funds, and desire to enter into Interlocal agreements to facilitate the use of the Intent Funds in an effective manner; NOW THEREFORE, IT IS AGREED AS FOLLOWS: 1. PURPOSE: To provide for the shared funding of Kittitas County public health expenses utilized in the response against Covid-19; specifically funding needed for testing, quarantine and isolation, case investigation and contract tracing, data management, tracking, and other related tasks, as detailed in the Kittitas County Covid-l9 Response Plan. 2. RESPONSIBILITIES: Each municipality shall contribute a maximum of 25Yo of its CARES Act (Title V) allocation from the State to the Kittitas County Public Health Department as reimbursement for eligible expenditures, the Intent Funds. 3. TERM OF AGREEMENT: The term of this Agreement shall be from the date of signing by all parties through December 3I,2021or as otherwise agreed to by the parties Interlocal Cooperation Agreement for the CARES Distribution for COVID-19 Related Public Health Expenses - Page I of 6 in writing. The parties may agree to a different termination date ifjustified by a change in circumstances by a subsequent amendment to this Agreement. All other terms and conditions of this Agreement shall remain in full force and effect unless amended. Any such amendment shall conform to the requirements of sections eight (8), nine (9) and twelve (12) below. 4. ADMINISTRATION: No new or separate legal or administrative entity is created to administer the provisions of this Agreement. This Agreement shall be administered by The Kittitas County Health Officer subject to the approval of the Kittitas County Board of Health on behalf of the above-named parties. 5. CARES ALLOCATION PAYMENTS: The Kittitas County Auditor shall serve as the fiscal agent for purposes of this agreement, and shall administer payments under this agreement as follows: a. Payments of Intent Funds under this agreement shall occur monthly beginning once this Agreement and necessary subcontracts are executed, which are expressly authorized by execution of this Agreement upon approval by each party's legislative body. b. On or before the 10th day of each month, the Auditor shall identifr any eligible expenditures incurred by Kittitas County Public Health Department against the Intent Funds in the prior month and submit an invoice and certification to each municipality for their proportional allocation of the expenditures. c. Copies of supporting documentation for all expenditures must be attached to each invoice/certifi cation. d. The first invoice and certification shall include any eligible expenditures incurred by the Kittitas County Public Health Department against the Intent Funds from March 1, 2020 through the month preceding the invoice. e. The final invoice and certification for any eligible expenditures incurred after September 30,2020 shall be sent to each municipality on or before October 12,2020. f. Expenditure eligibility and administrative requirements are established within the CARES Act, implementation documents issued by the US Treasury Department, future contracts to be executed between the municipalities and Washington State Department of Commerce, implementation documents issued by the Washington State Department of Commerce, future subcontracts to be executed between each municipality and Kittitas County, and this Agreement. g. Each party shall, within thirty (30) business days of receipt of invoices and certifications from the Auditor for payment from the Intent Funds, remit its payment to the Auditor, equal to its proportional share of the twenty-five (25) percent total contributed by all parties. The Auditor shall apply that payment to the invoice in the appropriate fund to offset the eligible public health expenses related to the COVID-19 pandemic. h. Nothing in this agreement requires municipalities to remit Intent Funds to the Auditor if the Washington State Department of Commerce has terminated or suspended Interlocal Cooperation Agreement for the CARES Distribution for COVID-19 Related Public Health Expenses - Page 2 of 6 reimbursements to local governments or if the period for incurring expenditures for reimbursement from the Washington State Department of Commerce has ended. Any invoices and certihcations for Intent Funds received by municipalities on or before October 12, 2020 are presumed to be eligible for Washington State Department of Commerce reimbursement. i. The Auditor shall keep a detailed list of the expenditures for which the Intent Funds are used, and ensure the charges invoiced meet the requirements for "eligible costs" as set forth in the Washington Department of Commerce's "Coronavirus Relief Funds for Local Governments Program Guidelines." Kittitas County shall meet the administrative requirements for Fund resources imposed by the US Treasury Department, the Washington State Depanment of Commerce, and this Agreement. j. Each municipality shall execute subcontracts with Kittitas County to facilitate reimbursement of the Intent Funds from the Washington State Department of Commerce. k. If any Intent Funds expenditures are identified to be ineligible for Fund resources within six years of payment, or reimbursement of Intent Funds is denied by the Department of Commerce, the Auditor shall return any Intent Funds to the municipalities within fourteen (14) days ofnotice. l. The proportional share for payment of eligible expenditures under this Agreement by each party, up to the total amount of its Intent Funds, shall be as follows: Party Proportional Commitment Total Maximum Commitment Intent Funds Kittitas County: 76.83% $625,212.50 Ellensburg: 18.40% $149,700.00 Cle Elum: 1.76% 514,362.50 Kittitas: lAI% $11,475.00 Roslyn: 0.83% $6,750.00 South Cle Elum: 0.77% $6,250.00 Total 100.00% $813,750.00 m. Unless another method of transmittal is required in this agreement or by the administrative requirements of the Fund, all invoices, certifications, and backup documentation shall be transmitted between the parties by email to the fiscal contact for each entity. n. Fiscal contacts are as follows: Kittitas County Auditor's Office City of Ellensburg City of Roslyn Interlocal Cooperation Agreement for the CARES Distribution for COVID-19 Related Public Health Expenses - Page 3 of 6 City of Cle Elum City of Kittitas Town of South Cle Elum 6. TREATMENT OF ASSETS AND PROPERTY: No hxed assets or personal or real property will be jointly or cooperatively acquired, held, used, or disposed of pursuant to this Agreement. 7. INDEMNIFICATION: Each municipality agrees to be responsible and assume liability for its own wrongful and/or negligent acts or omissions or those of their officials, officers, agents, or employees to the fullest extent required by law. The parties do not assume responsibility to the any other party for the consequences of any act or omission of any person, firm or corporation not a party to this Agreement, and further agrees to save, indemnify, defend, and hold the other party harmless from any such liability. 8. TERMINATION: This Agreement may only be terminated by mutual written agreement of all parties executed in the same manner as this Agreement. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. 9. CHANGES, MODIFICATIONS, AMENDMENTS, AND WAIVERS: This Agreement may be changed, modified, amended, or waived only by written agreement executed by the parties hereto. Waiver or breach of any term or condition of this Agreement shall not be considered a waiver of any prior or subsequent breach. 10. SEVERABILITY: In the event any term or condition of this Agreement or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications of this Agreement which can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of this Agreement are declared severable. 11. ENTIRE AGREEMENT: Except as may be agreed to by parties in the subcontract referenced in Section 5(a) above, this Agreement contains all the terms and conditions agreed upon by the parties. All items incorporated herein by this reference are attached. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. 12. EXECUTION: Each party to this Agreement may bind itself with all other parties to this Agreement by signing a duplicate original of this Agreement and submitting such signed duplicate original for filing by the Kittitas County Auditor pursuant to Section thirteen (13). It is understood that such execution shall not require one original Agreement be signed by all parties to this Agreement, but that there will be several duplicate originals signed by each party to this Agreement. The purpose of this provision is to facilitate the signing of the Agreement and to avoid undue delay in the execution of the Agreement. This Agreement, however, shall be executed on behalf of each party by its authorized representative and pursuant to the appropriate motion, resolution or ordinance of each party.Each party to this Agreement shall be bound to it as of the date it is signed by that representative of the party. Interlocal Cooperation Agreement for the CARES Distribution for COVID-19 Related Public Health Expenses - Page 4 of 6 13. FILING: Executed copies of this Agreement shall be filed as required by RCW 39.34.040 or listed by subject on the party's website. DATED at Ellensburg, Washington, this Wburof June, 2020. BOARD OF KITTITAS LTNTY COMMISSIONERS Chair Vice-Chair WRIGHT, Commissroner ulie Kj Clerk of the Board Interlocal Cooperation Agreement for the CARES Distribution for COVID-19 Related Public Health Expenses - Page 5 of 6 rlr v. DATED this _day of June,2020 CITY OF ELLENSBURG By: Bruce Tabb, Mayor Attest: Beth Leader, City Clerk Approved as to form: City Attorney Interlocal Cooperation Agreement for the CARES Distribution for COVID-19 Related Public Health Expenses - Page 6 of 6 ./-\ I,/. 3_,b qff,t rr>(l -. 1c fte i,T {c'rlccc{ ide(e- :lqncb Al, s la{er.\ T I .I O ]T BETWEEN KITTITAS COUNTY AND THE TOWN OF SOUTH CLEcrc\tq by t{t- Dctl-(- M FoR THE TRANSFER AND usE oF CARES ACT FUNDSLl-*,r,"raal ltus suDcontract is made this Z3Ydday or ll-uno 2020, by and between the Town of South Cle Elum ("Town" or "Contractor") and Kittitas County ("County" or "Subcontractor"), collectively referred to as the "Parties." WHEREAS, pursuant to the authority granted by the Interlocal Cooperation Act, Chapter 39.34 RCW, the City entered an Interagency Agreement with the Washington State Department of Commerce through the Coronavirus Relief Fund for Local Governments for costs incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (Covid-l9) during the period of March 1,2020 thru October 12,2020; and WHEREAS, the Interagency Agreement between the Town and the Washington State Department of Commerce contains "Special Terms and Conditions Interagency Agreement Federal Funds" which is attached hereto in Exhibit A and is hereby incorporated by this reference, and which allows, subject to approval by the Department of Commerce, the City as Contractor to subcontract for certain reimbursable goods and services, with the County, as subcontractor; and . WHEREAS, the County and Town entered into an Interlocal Cooperation Agreement on &\L4-,2}2},pursuant to ttre authority granted under Chapter 39.34 RCW for the CARES coil-tibution for covid-l9 Related Public Heatttr Expenses to provide for the shared funding of Kittitas County public health expenses utilized in the response against COVID-19 ("CARES Act Interlocal Agreement"), and specifically provided for funding needed for testing, quarantine and isolation, case investigation and contact tracing, datamanagement, tracking, and other related tasks as detailed in the Kittitas County COVID-19 Response Plan; and WHEREAS, the Interlocal Agreement authorized in Section 5(a) for the Parties to enter into such subcontracts as necessary to implement the provisions of the Interlocal Agreement; and WHEREAS, the Interlocal Cooperation Agreement between the Town and the County, is attached hereto in Exhibit B and hereby incorporated by this reference; and WHEREAS, the Town and County agree to the transfer and use of Cares Act Funds as detailed in this Agreement; NOW THEREF'ORE,IT IS AGREED AS FOLLOWS: 1. Incorporation of Recitals/Exhibits. The Recitals and referenced Exhibits are incorporated herein by this reference. 2. Scope of Duties: a. Allowable Expenses. The Town will only transfer funds to the County for reimbursement of expenditures identified in the attached Exhibit B and that meet the requirements of the CARES Act, identified in the attached Exhibit A. Subcontract Between the City and the County for CARES Funding - Page I of 4 b. Unallowable Expenses. The County acknowledges that the transferred CARES funds cannot be used for the following expenses: capitalized equipment, travel, office equipment, and computer software. c. Reduction of Intent Funds. The amount of Intent Funds (as that term is defined in the CARES Act Interlocal Agreement, Exhibit B) shall be reduced by the Town by any amount of resources directly expended to support the Kittitas County Public Health Department's ("KCPHD") response to the COVID-l9 outbreak. By way of example only, if Town employees work as contact tracers at KCPHD's request, the Town will seek direct reimbursement of those employees' wages and benefits from the state Department of Commerce under the CARES Act, and such amounts shall reduce the Town total financial obligation for Intent Funds under the CARES Act Interlocal Agreement, Exhibit B. 3. Performance by the County: a. Interlocal Agreement for CARES Contribution between.the Town and the County. The Parties to this Agreement agree to be bound to the provisions of the Interlocal Agreement between each other for CARES Contributions and included as Exhibit B to this Agreement. b. Interagency Agreement with the Washington State Department of Commerce. The Parties to this Agreement agree to be bound to the provisions of the Interagency Agreement between the municipalities and the Washington State Department of Commerce and included as Exhibit A to this Agreement. 4. Source of CARES Funds: The Parties acknowledge that the sole funding for this Agreement is through reimbursement of the Town's fund transfers to the County by the Department of Commerce using CARES Funds it has allocated to the Town. The Town has no independent obligation to provide the County with funds from any other source. 5. Effective Date: The effective date of this Agreement shall be the date signed by both Parties. 6. Interlocal Agreement Amendments: The Parties acknowledge that any modilrcations to the underlying Interlocal Agreements or it provisions that arc applicable to this Agreement, shall be incorporated by amendment of this Agreement, upon written notification. 7. Nondiscrimination. During the performance of this Agreement, the County shall comply with all federal and state nondiscrimination laws, including by not limited to, chapter 49.60 RCW, Washington's Law Against Discrimination, and 42 U.S.C. l2I0l et. S.q., the Americans with Disabilities Act (ADA). In the event the County's noncompliance or refusal to comply with any nondiscrimination law, regulation, or policy, this Agreement may be rescinded, canceled, or terminated in whole or in part. 8. Termination: This Agreement may only be terminated by mutual written agreement of all parties executed in the same manner as this Agreement. If this Subcontract Between the City and the County for CARES Funding - Page 2 of 4 Agreement is so terminated, the Parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. 9. Severability: In the event any term or condition of this Agreement or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications of this Agreement which can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of this Agreement are declared severable. 10. Entire Agreement: This Agreement contains all the terms and conditions agreed upon by the parties. All items incorporated herein by this reference are attached. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. 11. F'iling: Executed copies of this Agreement shall be filed as required by RCW 39.34.040 or listed by subject on the party's website. DATED at Ellensburg, Washington, this day of 2020. BOARD OF KITTITAS COUNTY COMMISSIONERS BRETT /V k LAURA OSIADAC Z, Y ice-Chur \\\lllllllll Nlr- CORY WRIGHT, Commissioner ,, il il 1il\\ Kj Clerk the Board Subcontract Between the City and the County for CARES Funding - Page 3 of 4 DATED this20-day of June,2020 Town of South Cle Elum By: Attest: C{erk--*-- Subcontract Between the City and the County for CARES Funding - Page 4 of 4 t SUBCONTRACT BETWEEN KITTITAS COUNTY AND THE CITY OF ELLENSBURG FOR THE TRANSFER AND USE OF CARES ACT FUNDS This Subcontract is made this _ day of 2020,by and between the City of Ellensburg ("City" or "Contractor") and Kittitas County ("County" or "Subcontractor"), collectively referred to as the "Parties." WHEREAS, pursuant to the authority granted by the Interlocal Cooperation Act, Chapter 39.34 RCW, the City entered an Interagency Agreement with the Washington State Department of Commerce through the Coronavirus Relief Fund for Local Govemments for costs incuned due to the public health emergency with respect to the Coronavirus Disease 2019 (Covid-l9) during the period of March 1,2020 thru October 12,2020; and WHEREAS, the Interagency Agreement between the City and the Washington State Department of Commerce contains "Special Terms and Conditions lnteragency Agreement Federal Funds" which is attached hereto in Exhibit I and is hereby incorporated by this reference, and which allows, subject to approval by the Department of Commerce, the City as Contractor to subcontract for certain reimbursable goods and services, with the County, as subcontractor; and WHEREAS, the County and City entered into an Interlocal Cooperation Agreement on June 16, 2020 ("Intedocal Agreement"), pursuant to the authority granted under Chapter 39.34 RCW for the CARES Contribution for Covid-l9 Related Public Health Expenses to provide for the shared funding of Kittitas County public health expenses utilized in the response against COVID-19, and specifically provided for funding needed for testing, quarantine and isolation, case investigation and contact tracing, datamanagement, tracking, and other related tasks as detailed in the Kittitas County COVID-I9 Response Plan; and WHEREAS, the Interlocal Agreement authorized in Section 5(a) for the Parties to enter into such subcontracts as necessary to implement the provisions of the Interlocal Agreement; and WHEREAS, the City and County agee to the transfer and use of Cares Act Funds as detailed in this Agreement; NOW THEREFOREO IT IS AGREED AS FOLLOWS: 1. Incorporation of Recitals/Exhibits. The Recitals and referenced Exhibits are incorporated herein by this reference. 2. Scope of Duties: a. Allowable Expenses. The City will only transfer funds to the County for reimbursement of expenditures that meet the requirements of the CARES Act, identified in the Interlocal Agreement and identified in the attached Exhibit I and. b. Unallowable Expenses. The County acknowledges that the transferred CARES funds cannot be used for the following expenses: capitalized equipment, travel, office equipment, and computer software. Subcontract Between the City and the County for CARES Funding - Page I of 4 c. Reduction oJ Intent Filnds. The amount of Intent Funds (as that term is defined in the Interlocal Agreement) shall be reduced by the City by any amount of resources directly expended to support the Kittitas County Public Health Depafiment's ("KCPHD") response to the COVID-19 outbreak. By way of example only, if City employees work as contact tracers at KCPHD's request, the City will seek direct reimbursement of those employees' wages and benefits from the state Department of Commerce under the CARES Act, and such amounts shall reduce the City total financial obligation for Intent Funds under the Interlocal Agreement. 3. Performance by the County: a. Interlocal Agreementfor CARES Contribution between the City and the County. The Parties to this Agreement agree to be bound to the provisions of the Interlocal Agreement between each other for CARES Contributions. b. Interagency Agreement with the Washington State Department of Commerce. The Parties to this Agreement agree to be bound to the provisions of the Interagency Agreement between the municipalities and the Washington State Department of Commerce and included as Exhibit 1 to this Agreement. 4. Source of CARES Funds: The Parties acknowledge that the sole funding for this Agreement is through reimbursement of the City's fund transfers to the County by the Department of Commerce using CARES Funds it has allocated to the City. The City has no independent obligation to provide the County with funds from any other source. 5. Effective Date: The effective date of this Agreement shall be the date signed by both Parties. 6. Interlocal Agreement Amendments: The Parties acknowledge that any modifications to the underlying Interlocal Agreements or it provisions that are applicable to this Agreement, shall be incorporated by amendment of this Agreement, upon written notification. 7. Nondiscrimination. During the performance of this Agreement, the County shall comply with all federal and state nondiscrimination laws, including by not limited to, chapter 49.60 RCW, Washington's Law Against Discrimination, and 42 U.S.C. 12101 et. Seq., the Americans with Disabilities Act (ADA). In the event the County's noncompliance or refusal to comply with any nondiscrimination law, regulation, or policy, this Agreement may be rescinded, canceled, or terminated in whole or in part. 8. Termination: This Agreement may only be terminated by mutual written agreement of all parties executed in the same manner as this Agreement. If this Agreement is so terminated, the Parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. 9. Severability: In the event any term or condition of this Agreement or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other Subcontract Between the City and the County for CARES Funding - Page 2 of 4 terms, conditions or applications of this Agreement which can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of this Agreernent are declared severable. 10. Entire Agreement: This Agreement contains all the terms and conditions agreed upon by the parties. All items incorporated herein by this reference are attached. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. 11. Filing: Executed copies of this Agreement shall be filed as required by RCW 39.34.040 or listed by subject on the party's website. DATED at Ellensburg, Washington, this Affi,of hlzUa ,2020.UJ BOARD OF KITTITAS COUNTY CO BRETT Chair NN LAURA OSIADACZ, Vice-Chair Ntr CORY WRIGHT, Commissioner Clerk of the Board Subcontract Between the City and the County for CARES Funding - Page 3 of 4 DATED this ?ffi "Iuty,2ozo CITY OF ELLENSBURG By: Attest Beth Leader, City Clerk Approved as to form: /-.\+ City Attorney Subcontract Between the City and the County for CARES Funding - Page 4 of 4 Interagency Agreement with Exhibit { Oty of Ellensburg d3IH#ffiEE through For the Coronavirus Relief Fund for Local Governrnents Costs incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID-19) during tre period of March L,2020 thru October 31, 2020. Staft date: March 7, 2020 TABLE OF CONTI:NTS S pecial Tenns an d Conditions At-{l'.olily....1 Acknowledgem ent of Fed eral Conlracl Marngement lndirecl Costs,..,...- Billing Procedures and Paymenl....,.,. Audit.. -............. Order of Precedence,..... General Terms a nd Condilions 1, 2. 3. 4. 5. b. 7. L o 10, 11. 1, 2. 3. 4. 5. 6. 7, 8, o 10. 11. 12, 13. 14. 15. t"o. 17. 18. 19. 20. 21. 1 1 1 1 1 1 I ,3 3 4 5 5 5 5 5 6 Al Writings Contained Herei n........,.. Arnendrnenls,r-..i,..,.,,......... and Sabguarding of lnformalion Goveming Law and Venue ......,,... ln demnificalion...........,.. Licensing. Accreditafon and Regislralion Recapture Records Maintenance Severability Subcontractin 9.,............,...., Survival Terminaliort for Cause Termi nation for Convenience,,,..,.. Termination Procedures Treatrnent o f Asse|s.,.,,...... Waiver......... 6 7 7 7 7 7 7 7IIIII 10 Attachmenl A, Scope of Work ..;.......r,.,........ Atlachment 8, Budgd & lnvoicing Attachment C, A-19 Certification Albchment D, A-19 Adivity Repon ........ 1 1 ,....,.13 ...-...1 4 ''.'.',,16 ii FACE SHEET \Yashington State Department of Commerre Locat Covernment Division Community Capital Facilities Unit Corolutirus Relief Fund for Local Gore rnmenls Conlracl Number: 20-6541C-l l, Coutraclor City of Ellensblrg 501 N Audoson Slreet ELTENSBURG' Washi ngton 98926-31 47 2, ContractorDoiog Business Ar (optional) 3. Contraclor Reprcscrlative Jerica Pascoe Finance Director (509) 9 6 ?7206 prcoej@ciel lensb urg.\ra us 'l' COI\II\IERCE Rrp rcscn tltitc Kai Samplc P.O. Bor 42525 Project Manager tOl I Plum Street SE (160) 764-1090 Ollmpia, wA 98504zizs Fax 360-586-5E80 Kari,sampl e@commercc sa.Bov S.Contract Amounl $59E,800.00 6. Funding Source Federal: X State: Other: N/A: ?. Stsrt D rte March l,2020 8. EndDah October 31, 2020 9. Federal Fuods (a: applicable) $598,800.00 Fderal Agencl': US Dept.of the Trcasury cFDAIT'unter. l;diiaiinaat(ifsppiidmir 21.999 10.00% 10.Tar ID f rx.nlrr,\xDoarI I l. sw\, # swv0008367-00 12. uBt f 000000000 13. DUNS fi 060041985 John Dsle <- 21- Zoz) l{, Contracl Purposc To provide funds for costs incutrcd due lo thc public health emergency $'ith respect to the Coronavirus Disease 2019 (CO\TD-I9) during theperiod of March l, ?020 lhru Oclober 31, 2020. Final invoices must be receivcd by November 15, 2020. 15. Signing Staterucnt COMMERCE, delned asthe Deparlment ofCommerce,and tlp Contractor, asdefined abovq acknowledgeand accept the termsof this Conuact and Altachmenls and isve executd this Contracton the date below and warrant they arJauthorired ro bind thil respective agencics- The rights and obligations ofboth psni es tolhis Contract are g,overDcd by Scope of Work, Altachment "B" - this Conlnct and thc following documcnts hereby incorporated by reference:Allschmenl"A"-Budga & lnvoicing, Attachment "c"-A-19 Alladrment - Al9 Activity Rcport FORCOIIIilIERCE I Director, Locsl Government DiviJion Date APPROyED AS TO FORr\t ONLX BY ASSIST$NT ATTOR NEY GENERAL O5.O I -2020, APPROVAL ON NLE. ill SPECIAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS 1. AUTHO,"BfTY COMMERCE and Conlraclor enler inlo lhis Conhact pursuanl tr the aulhority granled by lhe lnler{ocal Cooperation Acl. Chapter 39,34 RCW, 2. ACKNO,WIEDGMENT OF FEDERAL FUNDS Funds underlhe Confacl are made available and are su$ect lo Seclion 601(a)of the Social Securily Acl, as amended bys eclo n 500 1 of lhe Coronavirus rAid, Relief, and Ecanomic Securily Acl (CAR ES Acl), and Title V and Vlof lhe CARES Acl. The Conliaclor.agrees lhat any publicalions (wrilten visual. or sound) but excluding gess releases. newslellers. and issue analyses, issued by lhe Conlraclordescribing programs orprojects funded in whole ot in parl with federal funds under lhis Contract. shall conlain the following slalemenls: "This project was supported by a granl awarded by US Depa ltment of lhe Treasury. Poinls of view in this documenl are thoseof the aulhor and do ml necessarily represenl tre oflicial posilion or policies of lhe US Deparlmenl of the Treasury. Granl funds are adminislered by lhe Local Govemmenl Cotonavirus Relief Fund lhru the Washinglon Stale Deparlmenl of Commerce.' 3, CoNTRAqTMANAFEMENT, The Representalive for each of lhe parlies shall be responsible br-and shall be tre contacl personfor atl communicalions and billings regarding lhe performance of lhis Conlracl. The Represenlalive for COMMERCE and lheir contacl informalion are idenlifiied on the Face Sheet of lhis Contract: The Represenlalive for lhe Conlraclor and their conbct informalion are identified on lhe Face Sheel of this Conlracl. 4. COMPENSATION COMMERCE shall pay an amount nol lo exceed lhe contact amounl lbbd on lhe Fae Sheel fcr lhe performance of all things necessatyfor or incidenlal lo lhe performance of work undel lhis Contract as sel fortr in lheScope of Work (AttachmentA). 5, EXPENSES Contraclor shall receive reimbulsemenl for allowable expenses as identified in lhe Scope of Work (Athchment A)or as aulhorized in advance by COMIr/ERCE as reimbursable. Travel expenses may include airfare (eoonomy or coach class only), olher lranspoflallon expenses. and lodging and subsistence n ecessary during periods of required travel, Conbadorshall receive compensalion for lravel expenses al currenl slale travel reimbursemenl rates, 6. tNrxRqgT gpsTs Conlractorshallprovide lheir indirecl cost rate thal has been negotialed belween theirentily and lhe federal government- lf no such rale exisb a de minimis indirecl cosl rale ol 10% of modified lolal direct cosls (MTDC}willbe used. 7. qlLLfNG pRocEpllREs a4.q,p-AyMEl.rl COMMERCE shallreimburse the Conlractor for eligible Project expendilures. up lo the maximum payable under lhis contract. When requesling reimbursement forexpendifures made, conlractor shaI submil all Invoice Vouchers and any reqlired documentalion eleclronhally lhrough COMMERCE's Conlracts Managemenl Syslem (Ci4), wfiich is.available lhrougtr lhg secgre Access Washington (SAW)portal_ lftlB Conlractor has constsaints prevenling access to COMIIIERCE's online A-19 por6l, a hard irSpy Atg fonn may be provided by the COMMERCE ProjeclManager upon requesl. Sblo olWofiiogbn DefEttm.nt olCommdrc. V€rsioa 07201 I Page 1 lnle.+g En 9y 4$a6rnent 8. SPECIAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS Thevouchermustbeoertifiedbyanoffbial oftheContractorwithauthoritytobindtheConlractor, Thefinal vouchershall be srbmltled to COMMERCE nolater than November 15, 2020. COMMERCE will pay Contractor upon acceptance d services prcvided and receipt of properly mmpleted invoices. whidr shall be submltted b tre Representativefor COMMERCE not more often than monthly. The invoices shall descr'be and docLrment to CO{tl1MERCE's satisfaction, reimbursable expenditures as set forth utder the Scope of Work (AttachmentA) and BuQget & lnvoicing (Attachment B). The invo'ce shall include the Contract Number as stated on the Face Sheet. Each votrher must be accornpanied by an A-19 Certilication (Attadlment C) and A-19 Activ'ity Report (Attadrment D). The A-19 Celtification rnust be certifi€d by an authorized party of the Contractor io certify and attestall expendituressubmltted on thevoucher ae irt cornpnance with the Un'iled StatesTreasury Coronavints Relief Fund ("Fund") Guidance frState. Ter'torial, Local. and Trlbal Goveramenb: httlsJ/.lonE,t easurv,oov/system /flle9136/Coronavin.ls-Re ltef-Fund-Guldance-for-Ftab-Territorial-Locat- and -Tribal -G orern ments.pdf The A-19 Activity Report rnust be g:bmitted which deso'ibes, in Exel spreadsheet and narrative brm, a detalled breakdown of the expendiirres w'rthin eadr applicable budget sub.category ident:lied in lhe voucher, as well as a report of expenditures to date. COMMERCE r,lill not telease payment for any re'lmbursement requestreceived unless and until the A-19 Certificatbn and A^lgActivity Reportls reeived. After approving the lnwice Voucher. A-19 Certif cation and Act'uity Report. COMMERCE shiil promptly remita wan'ant to the Contractor. Payment shall be considered timely if made by COMMERCE wlthln thirty (30) calendar days afler receipt of properly completed invoies. Payment shall be sent to the address designated by the Contractor. COMMERCE may, in its sole discret'ion. tenninate the Contract or wilhhold paymenb claimed by the Conttaclor for servlces rendered if the Contrador fails to sat'sfactorily comply with any tenn or conditibn of this Contract. No payments in advanceorin anticipatlon of servicesor supplies to be provided underthis Agreementshall be made by COfVMERCE. Qugtlgtion o[Billpd Costp The Contractor shall not billCOMMERCEforservicesperfonned urqderth'sAgreement,and COMMERCE shall not paythe Contractor, if theContrador is enlitled to paymentor has been orwill be paid by any other sourcer including grants, fr that servioe. Disallowed Costs The Contractoris responsible for anyauditexceptions or disallowed costs incuned by its own organization or that of its subcontractors, Should the Contractor be found to spentfunds incomistentwilh federal laws. ntles, guidelines. or otherwise inappropt iately. it is the responslbility of the Contractor lo reimburse Commerce for any amount spent on disallowed costs. AUDIT Contsactor shall mainlain internal controls providing reasonable assurance it is managing federal awards in compliance w]th laws, regulations, and provlsions of conlracts or grant agreements that could have a material effect on eadr of its fuderal programs; and prepare appropriate fiinanc'ial statements, including a schedule of expenditures of federal awards. lf the Contrador is a subrecipient and expends$750,000or more in fedenl awards from any and/or all stxJlces in any fiscal year, the Conlractor shall prccure and pay for a single audit or a program-specific audit for that liscal year. Upon mmpletion of each audit, the Contractor shalh Slab olWashington Oe9.rbn€nl o{ Comrgce Version 072019 Page2 h ts.agency AgreemEnl Sbte of Washington DeFerlmentof Commerce SPECIAL TERMS AND CONDITIONS hITERAGENCY AGREEMENT FEDERAL FUNDS A tubmit to COMMERCE lhe reporting package specifibd in OMB Super Circular2 CFR 200.S01. reports required by the program-specif ic audit guide (if applicable). and a copy of any management lelters issued by the audilor. B. Submilto COMMERCE follow-up md developed corective action plans for all audit lindings. lf lhe Contractor is a suitrecipient and expends less than $zso.OOO in fuderal awards fiorn anyand/orall sources in any fiscal yeer, the Contraclor phall notify COMi/ERCE lhey did not rneet the single audit requiremenl. The Conlraclorshall send all singleaudil doormenlatibl to euditrevbw@comtnenc9JE.gg!. 9, DEBAR.I.VIENT A. Conlractor, deftined as lheprimary parlicipant an d it principals, certities by signing these General Terms and Condilions lhat to the best ofits know,ledge and belief lhatthey: i. Are not preserlly debarred. suspended, proposed for debarrnent, dedared ineligible, or voluntarily exduded from covered lransactbnsby any Federal deparlmenl or agency, ii. Have not vrithin a lhree-year period precedinglhis Contracl, been convicted of or had a civiljudgment rendered against lhem for commission of fraud or a criminal offense in connection wilh obtaining, atlempting to obtain, or per{orming a public ff privale agreemenlor transaclion. violalion of Federal or State antilrust slatules or commission of embezzlemenl. lhefl, forgery. bribely, falsification or destruclion of records, making false statements. tax evasion, receiving stolen p roperl y, ma king false cl aim s, or obst ruction of juslice; iii. Are rnt presentl,y indicted for orolherwise criminally or civilly charged by a governmenlal enlity (Federal, State, or local) wth commission of any of lhe offenses enurneraied in paragraph ('l )(b) offederalExecutive Order 12549; and lv. Have not within a three-year peilod preceding lhe signing of this Contracl had one or more public lransactions (Federal, Slate. or local) terminated fo( cause of dehult. B. Wrere the Conlraclor is unable lo certify to any of lhe statemenls in this Gonbact. the Contraclor shall atlach an explanation to this Cortract, C. The Contraclor agrees by signing this Contract that il shall not knowingly enler into any lower tier covered transaclion wilh a person wfio is debaned, suspended, declared ineligibla or volunlarily excluded from parlicipatilon in this covered transadion, unless authorized by CCI\4MERCE D. The Conlraclor futther agt ees by signing this Gonlrad lhal il will include the clause litled 'Certificaton Re9arding Oebarment. Suspension, lneligibility and Volunlary Exdusion-Lower Tier Covered Transaction,' as follows. without rnodiftcation, in all loryer tier covered transadions and in all solicibtionsf or lower tiier corered transaclions: LOWER TIER COV ERED TRAI-ISACTIONS I the lower tier Conlractor cerlifies, by signing this Contnact lhat neither t nor its piihcipals is presently debatred. suspended, proposed for debarment, declared ineligible, or vobntarily exduded fran participalion in tlis transaction by any Federal department or agency.ii. Where the lower tier Contractor is unable b certify to any of the slalements In thL ContraU. stch contractor shatl atlach an explanation b this Gontrait. E. The terms covered transacllon, debarred, suspended, ineligible, bwer tiercovered transaction, Person, primary covered transaction, principal, and voluntarily excluded, as used in lhis sedion. have lhe rneanings sel out in lhe Def initions and Coverageseclionsof lherules lmplementing Executive Order 12549, You may contact COMMERCE for assislane in obtaining a copy of tlese regulalions. 10. LAWS The Conlraclor shall comply wilh allapplicable laws. ordinances. codes, regulalions. and policies of locat, slate. and federal govemmenls, as no / or hereafler amended. including, but not lirnited lo: Verslon 072019 Page 3 lnteElcndy AgreeflDnl SPECIAL TER fYIS A N D CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS United States Laws. Requlationsand Circulars (Federall Cqrlraclorshall comply wilh Uniform Administralive Requiremenls, cct principles. and Audit Reguirement for Federal Award. 2 CFR 200, Subpart F - Arrdit Requilemenb, Conlraclq shall comply with the appticable requiremenls of 2 CFR Parl 2(D, including any lirture amendmenls lo 2 CFR Patl 200, and any sucessoror repbcernenl Offbe d Managemenl and Budget (OItlB) Circular or regulation. Contr-aclo-r shallcomply with Omnibus CrimeConlroland Safe slreetsActof 1968, TitleVl of the Civil Rights Act ot 1964, Seetion 504 of the Rehabililation Acl d 1973. Ttle ll d the Americans with Disabilities AJt of 1990, 'fitle lX of lhe Education Amendrnents d' 1572, The Age Discdminatiorr Acl d' 1975, and The Deparlment of Juslice Non-Dlscrimination Regulalions, 28 C.F,R. Part 42, Subparts C,D.E, and G, and 28 C.F.R. Par t35 and 39, 11. ORDER OF PRECEIENCE ln lhe evenl of an inconsislenci in this Ccxrtracl. lhe inconsislencyshall be resdved by giving precedence in the following order: Applicable bderal and state ofWashington stalutes and reguhliors Special Terms and Conditions General Terms and Condilions AtlachmentA- Scope of Work Athchrnenl B - Btdgel & lnvoicing Atlachment C - A-19 Cerlifibation AtEchmfil D- A-l9Aclivily Reporl o t a o t ) a Siale olWashinglofl Deparh nent of Commrce Versiqr 072019 PaOe4 hie ragefiay Agfee.ne nt GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS 1. pEFrNrTtOlts As used throughout this Contract, thefolbwihg terms shal have the meaning set furth below: A 'Authorized Representative' shall mean the Diector and/or the designee authorized in witing to act on the Dredor's behaf. B. 'CCn MERCE'shall mean the Department of Commerce. C. 'Contracto ot 'Agreemenf means the errtire writllen agreement belween CCI\|MERCE and the Conttactor, indr.rding any athchments. documents, or materbls incorporated by reference, E-mail or tacsirnile tansmission of a signed copy of lhis mnlracl shall be the same as delivery of an oriiginal. D. 'Conttactor'' shall mean the entity identified on the face sheetperforming service(s) under thls Contract and shall lnclude all employees and agents of lhe Contractor, E. 'Persorral lnformation" shall mean hfcrmation identiliable to any person, induding, but not limited to, information that relates toa person's name, health, linanoes, educaDbn, business. use or rece'pt of governmentsl setvies or other activities, addresses. telephone numbers, socbl security numbers. driver liense rumbers. other identlfying numbers, and any filnancial identifiers, F. "State" shal mean he state of Washington. G, 'Subcontraclor" shall mean one not in tre employment of the Contrador, who is performhg a[ or patlof those services under this Contract under a separate contrad w[h the Conlractor. The terms "submntrador" and "subconlactors" mean subcontractor(s) h any t er. 2. ALL,yv,RfnNcs qory,rplNE-o HERqtN This Conbad contains all the lerms and condlfiions agreed upon by the partjes- No other understandings. oral or olhemise. regarding the subieo matlerof this Contrad shall be deemed lo exislor to bind any of lhe parlbs hereto. 3. AlrlENDMq4rs, This Conlracl may be amended by mutrnl agreernent of the perlies, Such amendmenls slsll not be bindhg unless lhey are in wriling and signed by personnelauthonized tobind each of lhe perlies. 4. sqqNMENr. Neilher lhis Conlracl, wot* hereunder. nor any daim arbirg under this Contract, shall be lransbrred or assigned by lhe Conbaclor without prbr writt:en consentof COMMERCE. 5- CqNF,TDFNTTALTTY ANp SAFEGUARDTNG OF TNFORMATTOI A. 'Conlideniial lnblmalion' as used in this secton includes; l. Al materrhl provided to the Contractorby COMMERCE thal is desQnated as'conf identbl" by COMMERCE; li. Al rnaterlal produced by the Contractor that is desigreted as 'confidenlial" by CdTTIMERCE; arld iii. All personal hlcrmation in tre possesslon of the Conlractor that may not be disclosed under stale or fedenl law. B, The Contactor shall cornplywith all state and federal laws rebted to lhe use. sharing, tansfer, sale. or disdosure of Conlidenlital lnbrmation. The Contractor shall use Confidential lnformation solely forthe FJrposes of this Contract and shall not use. share, bansbr. sell or disdose any Confidenlial lnformation to any third party €xcept wih the priorwritten consent oICOMMERCE oi a s maybe required by law- The Contractor shalltakeall neoessary sleps to assure thatConfidentlal lnfolmaf on ls safuguarded to prevent unauthorized use. sharifrg. transfer, sale or discbsure of Confiden tEl lnforrnation or violabon of any stste or fuderal laws related thereto. Upon request lhe Conbador shall provide COMMERCE wilh ls policies and procedures on confUentiality. Slde olWashlngton 0eFartmed of Cornrrtctce Vordon 072019 Page 5 lrrler€ency Agreement GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS COMMERCE may require changes tosuch pdicies and procedures as they apply to tlris Contract whenever COMi{IERCE reaselably determines that changes are neoessary to prevent unauthorized disclosures, Tlre Contractor shall make the changes within the time periiiod specified !y COMMERCE- Upon requed. the Cmtractor shall immediately return to COMMERdE any Cqtfidentiial lnformatiicrt that COMMERCE reasonably determines has not been adequately prd ected by the Contractor a ga i nst unauthori zed dis closure, C' Unauthoi;zed Use or Disclosure. The Contractor shall ndify COMMERCE within five (5) working dap of anyunauthorized use ordisclcure of any confidential infonnatior, and strall take necessary steps b mllfuate the harmful eflects o f such use o rdisclosure. e g.oPYglctt-r Unless otherwise provided, all lvlaterials produced under this Contract shall be considered '\ryodrs for hire" as defined by lhe U.S. Copyriight Ac{ and shall be oured by COMMERCE. COMMERCE shalt b e consideredth e aulhor of such Malerials, ln the event the Materials are nd. considered 'works for hire' under the U,S. Copyright laws. the Contractor hereby irrevocably assigns all right, trtle, and interest in all Materials. including all intellectualpropertyrights, moralrighb, and rilhtsof puUlicitytoCOMMERCE effective Jr om the momenl of crealiiqr of such Materials. "Materials" means all items in any brmat and includes, but is nd. limited to, 6ta, reports, documents, pamphlets, advedisements, books. magazines, surveys, studies, conpuler programs, films, tapes, and/ol sound reproductions, "Orvnership' includes the right to cgydght, patmt, register and the a6ility to transferthese rights, For Materials that are delivered under the Contract, but that incorporate pre-existing materials nd. produced under the Contract, lhe Contraclcr hereby grants to COMMERCE a norexclusive, royalty- free, irrevocable license (w{th rights to sublicense to olhers) in such Materiials to translate, reproiuci. didribute, prepare deriivative works, publicly perforrn. and publicly display. The Contractorwarants and rePresents that lhe Conlractorhas all rights and permissions, including intellectual property rights, moral righb and rights of publicity, necessary to grant such a license to COMMERCE. The Contractor shall exerl all reasonable effbrl to advise COMMERCE. at the trne of delivery of Materials furnishedunderthis Contrad, of allknown or potential invasions of privacy containedlheiein and of any portiot of such document whidr was not produced in the performane of thisContract. The Contractor shall provide COMMERCE with prompt written rptie of each not:ce q claim of infringement received by the Contractor with resped to any Materials delivered under this Contract, COM lvlERCE shall have the right to modify or remove any re$ridive markings placed upon the Materials by the Contractq'. 7. DJq*U_LES ln the evenl that a dispute arises under lhis Agreemen( it shatl be determined by a Dispute Board in the fdlo,viiitg manner: Each party tolhis Agreement shall appoint one member to the Dispute Eoard, The members so appointed slnll jointly appoint an additional member to the Dspute Board. The Dipute Board shall review the facts, Agreement terms and applicable statutes and rules and make a determinalicrt of lhe dispute. The Diryute Board shall thereafter decide the dispute with the majaity prevailing. The determinatiiqt of the Dspute Board shall be linal and binding or the parlies hereto. Ai an altemative to this process, either of the parties may reeuest interventicrr by lhe Govemor, as provided by RCW 43.17.330. in wfiich event the Governq;'s processwill control, E, GOVERNIfIELAWANDVENUE This Conlractshalt be construed and interpeted in accordance with thelaws olthe state of Washington, lnd qrlY applicablefederal laws, and t'l'e venue of any aclion brorg.hthereundershallbe in the Supirior Coul t for Thur:ton Ce.,.rLy. State ofwashhglon DeParlmentd Comnerce Version 072019 Pa9e6 Irteragency Agreemenl GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS 9. tN.DEru.trtFtcATtoN Each party shall be solely responsible for lhe acls of its employees, olficers, and agents. t0. .LlcF{sJNG. accREptTATloNANDREclSTRATloN The Conlraclor shall comply with all applicable local, state, and federal licensing, accredilalion and Iegistration requiremenls or slandards necessary for lhe perfonnance of tris Conlract. 11. RECAPTUFE ln lhe evenl lhat the Conlracbrfailslo perf onn tris Contraclin accordance wih stats laws,federal laws, and/or lhe provisions of this Conlract. COMMERCE reserves lhe righl lo recap[rre funds in an amounl b compensale COMMERCE for lhenoncompliance in addilion lo any olherremediesavailable al law orin equity. Repsymenl by the Contraclorof ltrnds under this recaplure provision shall occur within the time period specified by CCtt4MERCE. ln the allernatrve. COMMERCE may recaplure such lirnds liom payments due under lhis Conlract. 12. R ECpR pS fYIATHIE NA N,Q,E The Contnctor shall maintain books. records, docurnenls, dala and other evidence lelatiing to lhis coni'act and perfonnance of lhe setvlces descrlbed herein, including but nol limited lo aciounling procedures and praclices that sufficiently and properly refiiecl all direct and indirecl costs of any nalure expendedin lhe peilonnance of llfs conlracl. The Conlraclor sfull mainlain records lhal idenhify, in its accounts, all federal awArds received and expended and thelederal programs underwhidr lhey were received, by Catalog of Federal Domeslic Assista nce (CFDA) tille and number, award number and year, narne of-tre fedeial agency, and name of t h e pass-hrough enlily. The Conlraclor shallretain such records fora period of slx (6) years fdkirihg lhe dale of frinal paymenl. Al no addilLbnalcosI lhese records. including malerialsgeneraled under lb contracl shallbe iubjed al all reasonable limes b inspectrion. raview or audit by COMIi/ERCE. personnel drly authorized by COMMERCE, the Ollice of lhe Stale Audilor, and feds al and slab ofFcials so auhorized by law, regulalion or agreemenl. lf anyliligalion,claimorauditisstarledbdorelheexplratbnof hesix(6)yearperiod, herecordsshall be retained until all litigalion, claims, oraudil findings involving lhe records have been resdved- 13. Flryrfl,Fs ln lhe eveni funding frqn state, federal, or olher sources is withdrawn, reduced, or limiled in any way af br lhe effectiw date of lhis Conlracl and priorlo normal complelion, COMMERCE may suspend o' lerminale lhe Conlracl under lhe 'Telminati,on for Convenience'clause, wilhoul lb len calendarday notihe_ requiremenl,..ln lieu of termination, lhe Conlracl may be amended to rellecl he new funding limilalions and condilions. 14. SEVERABILITY. The provisions ot this contracl are inlended lo be severable. ll any tsrm or Brovision is illegal or invalidbr any reason whalsoever, such illegality or invalidily shall nol alfecl llB validily of lhe remainder ot lhe conlracl. 15, slEcoilrE4,qlldg_ The Conlraclorqt i y_qnly subconract work conlemplaled under trb Cqrfacl if it obtains the priorvrrinen approvalof COMMERCE. lf COMMERCE approves subconlracling, lhe Conlractot shall mainlain writlen procedures related lo subconlracling, as well as copies of all subconlracts and records daled lo subconlracts. For cause. COMMERCE in wrilhg may: (a) require lheConlraclorloamend ilssurbconlracting procedures as they Slale olWashington Depadmenl o[ Corme.cC versbn t7Ao19 P6ge 7 lnl6ragcncy A9166m6nl Slde of Washhglon Oetallrncnt cf Conm€rlc GENERALTERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS relate tolhis Contrat; (b) prohibit the Contractor frtrn subcontracling with a particular person o rentity; or (c) require he Contractor to rescind or arnend a subconlract. Everysubconlrmt shall bind the Subconlractor to fo'iow all applicable terms of this Contracl. Contractor shallincorporate 2 CFR Part 200' Subpart F audit reqLirements into all subcontiacts, The Contrator is responsibleto COMMERCEif the Subcontractorfails to comp!y with any applicable lerm or condition of this Contract. The Contractorshall appropriately monitor theaclivities of lhe Subconlractor to 6sure fiscal mndilions of this Coniract. ln no event shall the exislence of a subcontract operate to release or reduce the liability of the Confator to COMMERCE for any breach in lhe p:rfurmance of the Contraclor"s duties. Evetysubcontract shall include a term that COMMERCE andthe State of Washlngtonare not liable for claims or damages atising f rom a Subcontractor's perbnnance of he subcontract 16. suRvtveL The lerms, conditions, and warranties contained in this Conlrat that by their sense and context re intendeC lo survive he completion of the perbrmanc-e. cancellation or teiminatiion of lhis Contrat shall so survive. 17. TERMINATION FOR CAUSE ln the event COMMERCE detemines the Contractor has failed to comply with the condilions of this contract in a timely manner. COMMERCE has the riglrt to suspend or teminate this mntrat, Befcre suspending o r tenrinaling-the contract COMMERCE shall rntify ttB Contrac'tor in writing of the need lo take mnec{iVe action. lf corrective action ls notlaken within 30 calendar days, tre mntract maybe tennlnated or suspended. ln the event of terrninaUion o suspension, ihe Contraclor shall be liable fo r damages as authorized b y law including, but not limited lo, anycostdff erence between ihe o riiginal contractind the replacement or cover contracl and all admiristrative costs directlyrelated to lhe replacernent mntract, e-g., ost of lhe ompe$tive bidding, mailing, advertising and staf f time. COMMERCE reserves the dght lo suspend all or part of lhe contract, withhold further payments, or prohibit the Contractor frorn incuning additional obligations of funds during inveslgation of the alleged mmpliance breach and pending ccrrecliive action by the Conlrator or a bedsion by COMMERCd to tenninate the mntrat, A lermination shall be deemed a 'Terrnination for Convenience' if it is determined that lheContractor: (1) was not in debulg or (2) failure lo perbnn was outside of his or her control, fault o roegligence. Therightsandrernediesof COMMERCEprovidedin thiscontratae notexclusive andare in addition b any other rights and rernedies Provided by law. 18. TERIIIINATION FOR CONVENIENCE Except as otheruise provided in this Contract COMMERCE may, by ten (10) business days writen rntice, beginning on the semnd day after the mailing, terminate thjs Cbntract, iir whole or in part lf this Contracl is so tenninated, COMMERCE shall be liable only for payment required under lhe terms of this Contracl for servicps rendered orgoodsdelivered prior to the effecwe date of termination. 19. TER MII'I,ATIO N PR OCEDUR ES Upon termination of this contr*t, COMMERCE, in addition toanyotherriiglrts providedin this mntr*t. may require lhe Contractor lo deliver to COMMERCE any properly speciiiicdly prcdr.rced or acquired for the perbmtance of such parl of this contract c has been terrninated. The prordsions of the "Treabnent d Assets" clause shall apply in such propertylranshr. COMMERCE shdl pay lo the Cottr*tor the agreed upon price, if separately stated. for cornpleted ryo^r-k..qd s_glvlce: accepted by COMMERCE, and the arnount agreed upon-by the Contract6r and COMI4ERCE f9r (tlcompteted work and services for which no separate prbe is slded, (ll) palially cornpleted work and services, (iii) other property or services that re accepted by COMMERCE, and (iv) the protectrion and preservalron of property, unlessthe temination is foldefault, in which case the Authonzed Representdive shall determine the extent of the liability of COMMERCE. Failure to agee Vetsion 072019 Pa9ee lnterag€ncy Agreemenl GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS with such delerminalion shall be a dispule within the meanirg of lhe "Dispules" clause of his conlrad. COMMERCE may wilhhold from any amounts due the Conlraclor such sum as lhe Authorized Represenlalive determines lo be necessary lo protecl COMMERCE againsl pdenlial loss or liability. The righb and remedies of COMMERCE provided in lhis secllon shall not be exclusive and are in addili on to any olher lights and remedies provided by law or under lhis corrlracl. Aller receipl of a notice of lerminalion, and exced as dherwise direded by the Adhorized Represenlalive, the Contrador shall: A Stop work under lhc contract on tre dale, and to the exlenl specifi'ed, in {re nolice; B. Place no futther orders or subconlracls for materials, servic,es, or facililies except as may be neoessaly for complelion of such pution of lhe work under he contrad that b not lerminatedi C. Assign lo COMMERCE, in lhe manner, al the limes, and lo lhe eilent direded by lhe Arrthorized Represenlative' all of lhe righls, lille, and inleresl of fp Conlraclor under the orders and subconlracls so lerminaled, in wfiich case COMMERCE hasthe righl. al ils discrelion. to settle orpay any o' all claims aribirg oul of lhe lerminaliion of such orders and subconlradsl D. Seltle all oulslanding liabilities and all claims arising out of such lermination of orders and subcontracls, vrith the approvat or ralifi calion of lhe Aulhorized Represenlatrive to lhe extent the Aulhorized Represenlative may require, wfiich approval or ralification shall be final for all lhepurposes of lhis dause; E. Transfer lille lo COMMERCE and deliver in the manner, al the limes, and to lhe exlent direcbd by the Atthorized Representalive any properly rrdrich, if lhe conl rad had been compleled, would have beenrequired to be furn'shed to COMMERCE; F. Complde perfotmanceof such part of the work as shall nolhave beenlerminated by he Aulhod zed Represenlalivei a4d G. Take such actiion as rnay be neccssary. or as (re Aulhorized Represenlative may dired. for theprdection and preservation of lhe propaly relatsd to this conlrad, which is in lhepossession ol the Contrador and in wlich the Aulhorized Reprcsenlalive has s may acquire an inlerest. 20. TREATMENTOFASSETS litle to all properly fumished by COMMERCE shall remain in COMMERCE. Tit'e to all property fumished by the Conlractor, f br lhe cosl of wlrich the Conlractor is enlilled to be reimbursed as a direct ilem of cost under tlis contract. shall pass lo and vesl in COMMERCE upon detivery of such property by he Conkaclor. Tille b otherproperty, the cost of wfiich is reimbursable lo the Coitraclor under lhiicontad, shall pass b and vest in COMMERCE upon (i) issuance for use of such property in lhe petformance of lhis conlracl, or (ii) cornmencemerl of use of such properly in lhe performance of lhis conltail, or (iii) reimbursemenl of lhe cosl lhereof by COMMERCE in whoie or in parl, whichever first occurs, A. Any propetty of COMMERCE furnislBd lo lhe Contraclor shall, unless otherwise provtded herein or apprwed by COMMERCE, be used only for the performance ol thiscontracl, B. TheContr,adorshallberesponsibleforanylossordamagebpropertydCOMMERCElhalresulls from lhenegligenceof theContractororwhich resultstroh me failtreonthepaltoflheConlraclor lo maintain and adminisler lhatproperly in accordance wilh sound managemenl practies. C. lfanyCOMMERCE.propertyis_losl,destroyedordamaged.theContractorshallimmedialelynotify COMMERCE and shall lake allreasonable steps to protect lhe properlyfrom further damage. D, The Conlractor shall surrender to COMMERCE all property of COMMERCE prior lo sellement upon cornplelion, lerrnination or cancellalion of lhis contrad All reference lo the Contraclor under lhis clause shall also indude Conlraclo/s emptoye-.s, agents or Subcontradors. SElc ofWashlngtxn DeFartmenl of Oomnrrce Velslon 0?2019 P.0o9 lnl€r€ency Agreemenl 21, WAIVER Waiverof anydefaultorbreach shall nolbedeemedto be awaiverolanysubsequenldefaultorbreach. Any walvershall not be construed b be a modifilcation of the terms of his Contract unless stated to be such in writing and signed by Authoriized Represenlalive of COMMERCE, Sble olWashin0lon oeparlnEnt of ComnEme GENERAL TERMS ANO CONDITIONS INTERAGEiICY AGR EEMENT FEDERAL FUNDS Vorsion072019 Pagr I 0 lfileta0oncy Agreemenl This fundingismade available undersection60l(a)of lheSocialsecurilyAcl,asadded bysection5001 of lhe Cotonavirus Ald, Relief, and Economic Security Acl ("CARES Aci") and Sectiion V and Vl ol lhe CARES Act, for msls incurred due lo lhe public health irnergency w:ilh respecl lo the Coronavln:s Disease 2119 (COVID-19), Under lhe CARES Ad, the Coronavirus Reliei Fund may be used lo cover costs lhal: 1. Are necessary expendilures incurred due to the public heallh ernergency wilh respeclo lhe Coronavirus Disease 2019 (COVID-f9h AlrlD z Are not accounled for in the budgel mosl recenlly approved as ol March Zl, ZO2o (lhe dale of enaclment ol the CARES Act) for the State or government. These f uods may be used lo reimburse for expenditures incurred during lhe period of March 1, 2020 lhru Oct. 31' 2020. Please nolei ln order to ensure all lunds have been fully ulilized prior to lhe US T^reasury's December 30, 2020 end date, lhe Slale of Washington musl closeoul eonlracls by Oclober 31, 20?0, A,ll f lnal requesls for reimbursemenl must be received no later lhan Novemb er tSi zoz0, Expaditures musl be used for necessary aclions tahen lo respond lo lhe public health emergency. These may include expendilures incurred to allow tre local govemmarllo respond directly to the emJrgency, such as.by adils55ing rnedical or public health needs, as well as expendilures incun'ed to respond to slcond- otder eflecls of the emergency, s_u9fr € by providing economic supporl lo those suff €ringfiom employment orbusiness inlerruplions due to COVID-19-related business closurbs. Funds may not be used to fill shortfalls in governrnent revenue lo cover expenditures thal would not olherwise gualify und,er tte slalule. Allhough a broad range of uses is allowed. revenue replacemenl is nola perrnissible use of Fund payments. laVr1e11s !a-y-b9 used only to cover msls not,accounted for in lhe budget mosl recenlly approved as of March27,2020. A cDst meels hb requilement lf eifier: 1. The cost cannotlawfully be funded using a lre item, allotmenl, oratlocalion wilhin lhal budget: OR 2. The cost is for a substantially dilferenl use frorn any expecled use of funds ln such a line ilem, allolrnent, or allocation. The'most recently approved' budget 's lhe enacled budget for lhe relevant fiscal period for lhe particular govemmenl. A cosl is not considered lo have been accounled fbr ir a budget merely because it could be met using a budgelary stabilizalion firnd, rainy day fund, or similar reserve account. Allowable exEendlures include. but are not limited lo: Medical expenses sudr as: a. covlD-19-relaled expenses of public hospilals. dinie. and similarfacllilies.b- Expenses d establishing lemporary public medlcal facililies and olher measures b hcrease COVID-1 9 lreatmenlcapacity. hcluding relaled cDnstrrrlion cosls.q. Costs of providhg COVID-19 lesling, including serological lesling.d' Eqelge-ncy medical response epenses. including emergency rnldical lransportation, related to COVID-19. e. Expenses for cslaHlshingandoperaling pubtic lelemedicine capabilites for COVTD-lg.related lreatment. 1 Scopeof Worft Atlachmenl A Versior 072010 PagE 11 2. Public health expenses srrh as; Slale ol Washingtoo DeParlmenI of ConmgrE lntsr.gency AOrrDnEnl 3 4. Attachrnenl A a. Expenses for communication and enforcement by State, lerritorial, local, and Tribal govemrnenls of public healh orders related to COVID-19,b. Expenses fo acquisition and distributiion of medical and protective supplies, including sanitizing products and personal protective eguipment, for medical personnel, polce officers, social uprkers' child protection services, and child welfare officers, direct service providers f or olderadults and individuals with disabillties in community settings. and oher public health or saf ely u,ukers in connection wlth the COVID-19 public health emergency.c. Expenses fordisinf eciion of public areas and other facilities, e,g,, nursing homes, ir response to the COVID-19 public heatth emergency. d. Expenses for technical assishnce to local authorities or other entties on initigation of COVID- 19-related threab lo public health and safety,e, Expensesforpublic safety measures undertaken in response b COVID-19.f. Expenses for quarantining lndivlduals. Payroll expenses for public sabty, publib healfr. health care, human services, and similar employees whose services are substanliially dedicated to mitigating or responding to the COVID. 19 public healh emergency. €xpenses cf actions b f acilitate compliance Wih COVID lglelated publlc health measures. such as:a. Expenses forfood delivety to residents, including. for example, senior citizens and other vulnerable populalions, lo enable compliance with CO\4|D- 19 public health precautions.b. Expenses to f acilitats distance leamlng, including technological improvements. in onnection with school closings to enable compliance with COV1D-19 precautions.c. Expenses to improve telework capabilities for public employees to enable compliance wih COVID- 19 public health precautions. d. Expenses of providing paid sick and paid family and medical leave b public employees to enable compliance with COVID-19 public heatth plecautions.e. COVID'1 9'related expenses of maintaining state prisonsand county jails, lncludirg as relabs to sanitation and improvement of soclal distancing measures. to enabte compliance wipr COVID- tS Public health precautions. f. Expenses fs care fbr homeless populatiors provided b mitigab COVID-19 effeds and enable compliance lryith COVID-l I public health precautions. 5. Experses associated wih the provision of economic supportin connection with lhe COVID-19 publichealth emergency, such as:a. Expen0itures related to the provision of granb to small businesses te reimburse lhe costs of business intenuptibn caused by required closures.b. Expenditures related to a State, territorial, local. o rTribal govemment payroll support program.c. Unemploymentinsuranoe costs related to the COVilD-19 public health emergency if suchcosts will not be reimbursed by the federal govemment pursuant to the CARES Ad or otherwise". 6. Any other COVD-l9-rel_ated expenses reasonably necessar y to the f unction of govemment that satisfy the Fund's eligibility criteria. Statoof Wrhi€ton D€Pa,trnont ol CommBrce Version (I/2019 Pqe 12 lnlortOerEl Agroement Attachment B Budget & Involcing The Contraclor shall determine the appropriale budget and use of funds within he folowing 6 budget categories a nd lhei rsub.categories: 1. Medical 2. Public Health3. Payroll4. Aclions to Comply with Public Health Measures5. Economic Support 6. Other Covid-!9 Expenses The Contractor shall submit invoice reimbursemenl requests to the Commerce Representative using fhe Commerce Conlracl Management Syslem's (C l'/S) Online A-19 Porlal Each reimbursemenl request musl include: 1. A-19 Certification brm -An aulho the localgovemmenlwill certify each invoice (A19) submitled Jor reimbursement an rized paily qf d attest that al lrruned expendihres meel the US Treasury Departrnenfs gu idance: 2. A-19 Activity Repofl3. A detailed bredtdown of lhe expendilures incurred within each apflicable budget sub-categoryon lhe A-19 Activily Report. The A-19 Certffibalion and Aclivity Report templales will be provided wiilh lhe executed contract, The documenb are included in Attchment C and Attachment D lor reference. Receipb and proof of payment for cosls incurred do nol need to be submilted with A-19s. Atl conlraclors are required to mainlain accounting records in accordance with stale and federal laws, Records must be sfficient b demonstrate the funds have been used in accordancewilh section 601(d) d the Social Security Acl. Commerce reserves lhe dghl lo audil any cosls submitEd for reimbursement. The Contraciorshail complywith Commerce A-19 audits and provide fre appropriate records upon requesl. Slalo otWashlnglon OePartmgnl of C(Inm€rce Verslon 072019 Page t3 lntqagerry Agreemcnl