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HomeMy WebLinkAbout10/06/2020 08 Coronavirus Relief Fund for Local Governments; Extending Agreement with Dept. of Commerce a\'4\lyy bxk ik 1 + PPP d g. P A PPPPPP+Pd s' lii it tYlltYlA.\ta. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 8. For Meeting of: October 6, 2020 ITEM TITLE: Resolution extending the Coronavirus Relief Funds (CRF) Interagency Agreement with the Department of Commerce to November 30, 2020 with additional funding SUBMITTED BY: Steve Groom, Director of Finance and Budget SUMMARY EXPLANATION: On May 20, 2020, the Washington State Department of Commerce notified the City that Governor I nslee awarded Yakima$2,833,200 in Coronavirus Relief Funds for disaster recovery costs incurred related to the COVI D-19 emergency. This is authorization for the City Manager to execute an interagency agreement between the Washington State Department of Commerce and the City of Yakima for an extension to November 30, 2020 and approving additional funding of$1 ,416,600. ITEM BUDGETED: No STRATEGIC PRIORITY: Public Trust and Accountability APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOMMENDATION: Adopt Resolution. ATTACHMENTS: Description Upload Date Type D resolution 9/17/ 0 0 Resolution end ent A 9/ 1/ 00 backup Material L Intern envy A r ent 9/1 /2020 backup Material 2 RESOLUTION NO. R-2020- A RESOLUTION accepting Contract Number 20-6541C-377 Amendment A regarding the Coronavirus Relief Fund for Local Governments Contract provided by the Washington State Department of Commerce, Local Government Division. WHEREAS, on January 31, 2020, the Governor of the State of Washington issued a Proclamation declaring a state of emergency due to the number of confirmed cases of the Coronavirus disease 2019 (COVID-19) in the State of Washington and the serious nature of the effects of COVID-19 on the population; and WHEREAS, on March 12, 2020, the Yakima County Commissioners declared a state of emergency in Yakima County as a result of confirmed cases of COVID-19 in Yakima County,thus enabling Yakima County to take extraordinary measures to address the threat of COVID-19 to the public health and safety; and WHEREAS, on March 13, 2020,the Mayor declared and the City Council approved a state of emergency in the City of Yakima as a result of confirmed cases of COVID-19 in Yakima, thus enabling the City of Yakima to take extraordinary measures to address the threat of COVID-19 to the public health and safety; and WHEREAS, the City has applied for federal and/or state emergency disaster assistance funding to provide financial support to areas of the City's operations budgets negatively affected and impacted by the City's response to COVID-19, as well as to provide assistance to the community resulting from responses to the pandemic; and WHEREAS, the City of Yakima was allocated $2,833,200 by Washington State Governor Inslee in 2020 to provide funds to reimburse costs incurred due to the COVID-19 public health emergency during the period of March 1, 2020 through October 31, 2020; and WHEREAS, on July 7, 2020, the City Council executed Contract Number 20-6541C-377 for reimbursement and provision of economic support to those suffering from employment or business interruptions due to COVID-19 related business closures; and WHEREAS, in accordance with Amendment A to Contract Number 20-6541C-377, attached hereto and incorporated herein by this reference the City of Yakima has been allocated an additional $1,416,600 from the Coronavirus Relief Fund for Local Governments to provide funds to reimburse costs incurred due to the COVID-19 public health emergency, together with an extension of the reimbursement program to November 30, 2020; and WHEREAS, the City Council finds that it is in the best interests of the City of Yakima and its residents to accept the Coronavirus Relief Fund for Local Governments Contract Amendment A, subject to the grant assurances and conditions outlined in the grant guidelines; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Council of the City of Yakima hereby accepts Contract Number 20-6541C-377 Amendment A, Coronavirus Relief Fund for Local Governments Grant as awarded and authorizes and directs the City Manager to execute any necessary documents to accept the contract and pursue reimbursement of funds expended. 3 ADOPTED BY THE CITY COUNCIL this 6th day of October, 2020. ATTEST: Patricia Byers, Mayor Sonya Claar Tee, City Clerk Amendment Contract Number: 28-6541 C-377 Amendment Number: A Washington State Department of Commerce Local Government Division Community Capital Facilities Unit Coronavirus Relief Fund for Local Governments 1. Contractor 2. Contractor Doing Business As(optional) Yakima 129 North 2nd Street YAKIMA,Washington 98902 3. Contractor Representative(only if updated) 4. COMMERCE Representative(only if updated) Steve Groom Janet Eaton PO Box 42525 Director of Finance and Budget Project Manager 1011 Plum St SE (509)576-6644 (360)725-3166 Olympia,WA 98504-2525 steve.groom@yakimawa.gov Fax 360-586-5880 janet.eaton@commerce.wa.gov 5. Original Contract Amount 6.Amendment Amount 7.New Contract Amount (and any previous amendments) $2,833,200.00 $1,416,600.00 $4,249,800.00 8.Amendment Funding Source 9.Amendment Start Date 10.Amendment End Date Federal:X State: Other: N/A: Date of Execution November 30, 2020 11. Federal Funds(as applicable): Federal Agency: CFDA Number: $4,249,800.00 US Dept. of the Treasury 21.019 12.Amendment Purpose: To provide additional funding 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 November 30, 2020. Final invoices must be received by December 15, 2020. COMMERCE, defined as the Department of Commerce, and the Contractor, as defined above, acknowledge and accept the terms of this Contract As Amended and attachments and have executed this Contract Amendment on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Contract As Amended are governed by this Contract Amendment and the following other documents incorporated by reference: Contractor Terms and Conditions including Attachment "A"—Scope of Work,Attachment"B"—Budget&Invoicing, Attachment"C"—A-19 Certification,Attachment"D"—A-19 Activity Report. A copy of this Contract Amendment shall be attached to and made a part of the original Contract between COMMERCE and the Contractor. Any reference in the original Contract to the "Contract" shall mean the"Contract as Amended". FOR CONTRACTOR FOR COMMERCE Robert Harrison, City Manager Mark K. Barkley,Assistant Director,Local Government Div Date Date APPROVED AS TO FORM ONLY Sandra Adix Assistant Attorney General 3/20/2014 Date Department of Commerce 5 Amendment This Contract is amended as follows: Contract amount has been increased by $1,416,600.00. Contract end date has been extended from October 31, 2020 to November 30, 2020. Final reimbursement request must be received by December 15, 2020. ALL OTHER TERMS AND CONDITIONS OF THIS CONTRACT REMAIN IN FULL FORCE AND EFFECT. 2 6 Washington State ....° Departmensnint of * Interagency Agreement with City of Yakima 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-19) during the period of March 1, 2020 thru October 31, 2020. Start date: March 1, 2020 7 TABLE OF CONTENTS Special Terms and Conditions 1, 2. Acknowledgement of Federal Funding ... . . 1 3. Contract Management . 1 6. Indirect Costs... .............. 7. Billing Procedures and Payment 1 8, Audit 2 10. ..3 11. General Terms and Conditions All Writings Contained Herein ......,..5 3. Amendments. 5 4. Assig nmerit 5 5. Confidentiality and Safeguarding of Information 5 6. Copyright. 6 '7. • 6 10, Licensing,Accreditation and Registration 7 11. Recapture 7 12. Records Maintenance... 7 13. 14. Severability 7 15. Subcontracting7 16. Survival 8 17. Termination for Cause 8 18. Termination for Convenience. 8 19. Termination Procedures 8 20. Treatment of Assets 9 21. Waiver,. .10 Attachment A,Scope of Work 11 Attachment B, Budget& Invoicing 13 Attachment C,A-19 Certification .14 Attachment D,A-19 Activity Report .18 8 FACE SHEET Contract Number: 20-6541C-377 Washington State Department of Commerce Local Government Division Community Capital Facilities Unit Coronavirus Relief Fund for Local Governments 1.Contractor 2.Contractor Doing Business As(optional) City of Yakima 129 North 2nd Street Yakima,Washington 98901 3.Contractor Representative 4.COMMERCE Representative Steve Groom Karma Shannon Lawson P.O. Box 42525 Director of Finance and Budget Project Manager 101 l Plum Street SE (509)576-6644 (360)810-0185 Olympia, WA 98504- Steve.groorrt4uyakimawa.gov Fax 360-586-5880 2525 karma.shannonlawson :commerce.wa.gov 5.Contract Amount 6.Funding Source 7.Start Date 8.End Date $2,833,200,00 Federal:X State: Other: N/A: March I,2020 October 31,2020 9.Federal Funds(as applicable) Federal Agency: CFDA Number: Indirect Rate(if applicable): 2,833,200.00 US Dept.of the Treasury 21.999 10.00% ............ 10.Tax ID# 11.SWV# 12.UBI# 13.DUNS f! XXXXXXXXXXXXXX SWV0007122-03 397005272 NiA 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 hind 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-I9 Activity Report FOR CONTRACTOR FOR COMMERCE Alex Meyerho 3;Interim City' tanager . Mark .Barkl y,As.istant Director.Local Government Division J-14 ttit° lAbtriA) Date Date CITY CONTRACT NO' 70—J I7 APPROVED AS TO FORM ONLY BY ASSISTANT RESOLUTION NO: 2-212.227 079 ATTORNEY GENERAL 05-01-2020. APPROVAL ON FILE. lii n SPECIAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEOGpALFUN0S 1. AUTHORITY COMMERCE and Contractor enter into this Contract pursuant to the authority granted by the |ntadoca| Cooperation Act, Chnpter39.34 RCVV� 2. ACKNOWLEDGMENT OF FEDERAL FUNDS Funds under the Contract are made available and are subjectto Section 601(a)of the Social Security Act,as amended by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act(CARES AoV. and Title V and V| uf the CARES Act. The Contractor agrees that any publications (whtten, vimua|, or sound) but excluding press re|oaueo, newsletters, and issue analyses, issued by the Contractor describing programs or projects funded in whole or in part with federal funds under this Contrac1, ohoU contain the following statements: "This project was supported by a grant awarded by U8 Department of the Treasury. Points of view in this document are those of the author and do not necessarily represent the official position or pn|ioiao 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 ahoU be responsible for and shall be the contact person for all communications and billings regarding the performance wf 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 Contractas set forth in the Scope nf Work (Attachment A), S. EXPENSES Contractor shall receive reimbursement for allowable expenses as identified in the Scope of VVnrh (Attachment A) orau authorized in advance by COMMERCE mareimbursable. 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 ptcurrent state travel reimbursement rates. G' INDIRECT COSTS Contractor shall provide their indirect cost rate that has been negotiated between their entity and the federa I government. If no such rate exists a de m/ninis indirect cost rage of 10% of modified total direct costs (yNTOC)will beused. ?. 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 C[>MN1ERCE'n Contracts Management System (CMS), which iu available through the Secure Access Washington (SAW) portal. If the Contractor has constraints preventing ooneso to CO[NN|ERCE'o on|inaA-1Q pnrto|, a hand copyA4$ form may be provided by the COMMERCE Project Manager upon request. State prWashington Interagency Agreement vvrsinnVrzn1V Department mCommerce Page 10 SPECIAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS The voucher must be certified by an official of the Contractor with authority to bind the Contractor. The final voucher shall bn submitted to COMMERCE nu later than November 1b. 2O2O, COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly completed invoices,which shall be submitted tothe Representative for COMMERCE not more often than monthly, The invoices shall describe and document, toCOMMERCE'n aadoMacdon, reimbursable expenditures as set forth under the Scope of Work(Attachment A)and Budget& Invoicing (Attachment 8).The invoice shall include the Contract Number mo stated pn the Face Sheet. Each voucher must be accompanied byanA'1S Certification (AttanhmentC) and A'19Activity Report (Attachment D). The A-1 9 Certification must be certified by an authorized party of the Contractor Vmcertify and attest all expenditures submitted on the voucher are in compliance with the United States Treasury Covonav|mo Relief Fund ("Fund] Guidance for 8tate, Territorial, Local, and Tribal Governments: h#ps:0home.tnoouurY.gow/sy�tpM/�i|ao/12G/Comnovimuo'Ro|ief-Fund-Guidmnce-for-Gtate'Territoha!'Lnoa|- and-TribeAGovnmmen\o.ociy The A'1AActivity 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 o report of expenditures todate. COMMERCE will not release payment for any reimbursement request received unless and until the A-1 9 Certification and A-1 9 Activity Report is received. After approving the Invoice Voucher, A-18 Certification and Activity Report, COMMERCE shall promptly remit o 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 tothe address designated by the Contractor. COMMERCE may, in its on|e d|oorehon, 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 byCOMMERCE. 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 aource, including gosnto,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 inoppvophateiy, 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 |owm, regu|abono, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs; and prepare appropriate financial sb*tements, including a schedule of expenditures of federal awards. If the Contractor is a oubnaoipien1 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 ura program-specific audit for that fi000| year. Upon completion of each audit,the Contractor shall: State vrWashington Interagency Agreement vursiono7zn10 Department mCommerce Page 11 SPECIAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS A. Submit to COMMERCE the reporting package specified in OMB Super Circular CFR 200�501. reports required by the program-specific audit guide (if app|icob}e), and o 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 oubnac\pien1 and expends |auo 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 aud|teWew/ccDcnnnmenoe.wm,qov. 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 debarrad, muopended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department oragency. ii Have not within n \hree'year period preceding this Contnsd, been convicted of or had a civil judgment rendered against them for commission of fraud or o 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 embeza|ement, theM, forgmry, bhbery, falsification or destruction of n»condo, making ta|oc otatemen1a, tax evasion, receiving stolen pnoporty, making false doimn, or obstruction of justice; iii Are not presently indicted for or otherwise criminally or civilly charged bymgovernmental entity (Federal, State, or |000|) with commission of any of the offenses enumerated in paragraph (1)(b) of federal Executive Order 12548� and iv. Have not within m three-year period preceding the signing of this Contract had one or more public transactions (Fedeno|. State, or |poa|)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 debarmd, suypended, declared ine|1g|b|e, or voluntarily excluded from participation in this covered transaction, unless authorized byCOMMERCE. O. 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 foUown, without modifioeUon, in all lower der covered transactions and in all solicitations for lower tier covered transactions: LOWER TIER COVERED TRANSACTIONS i. The lower tier Contractor cenUfiea, by signing this Contract that neither it nor its principals is presently debmrnad, oumpended, proposed for debarment, declared ine|igUnle, or voluntarily excluded from participation in this transaction by any Federal department oragency. ii. VVhone the lower der Contractor is unable to certify to any of the statements in this Con1nact, such contractor shall attach an explanation to this Contract. G. The terms covered kn*nsaokimn, debarred,suspended, ineligible, lower tier covered transaction, pmrmwn, 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 |owm, ordinances, oodeo, regu|mdono, and policies oflocal, atate, and federal gnvemmen1s, as now or hereafter amended, inc|uding, but not limited to: State vfWashington Interagency Agreement vemipnoreu1e Department mCommerce Page 12 SPECIAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS 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 State of Washington Interagency Agreement Version 072019 Department of Commerce Page 4 13 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS t DEFINITIONS As used throughout this Contract, the following terms shall have the meaning set forth below: A, "Authorized Representative" ohd| mean the Director and/or the designee authorized in writing to act on the Director's behalf. B� ^COKAMERCE^shall mean the Department ofCommerce. C. "Contract" or "Agreement" means the entire written agreement between COMMERCE and the Controdor, including any ottochmenta, dooumento, or moteho|o incorporated by reference. E-mail or facsimile transmission of signed copy of this contract ohoU be the same as delivery of an original. O� "Contractor" shall mean the entity idandfied on the face sheet performing service(s) under this Contract, and shall include all employees and agents of the Contractor. E. ''Pamono| Information" shall moan information identifiable bzany peraon, inc|uding, but not limited to, information that relates toapenonn's name,health, finanoes.education, business, use orreceipt of governmental services or other acUvitimo, addnmsoeo, telephone numbwro, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. F. ^Sbahe'' shall mean the state ofWashington, & "Subcontractor" shall mean one not in the employment of the Contnamtor, who is performing all or part of those services under this Contract under a separate contract with the Contractor. The terms ^oubcontrmctur' and ~nubcpntractors" mean subcontrador(s) in any tier, 2. ALL WRITINGS CONTAINED HEREIN This Contract contains all the terms and conditions agreed upon by the parties. No other undostondingo, onm| or nthamior, regarding the subject matter of this Contract shall be deemed to exist orho 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 Cnntxoot, work thenounder, nor any claim arising under this Cnnhact, shall be transferred or assigned by the Contractor without prior written consent ofCOMMERCE. 5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION A. "Confidential Information" ao 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 inhznnmdon in the possession of the Contractor that may not be disclosed under abate or federal law, B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer, ao|e or disclosure of Confidential Information, The Contractor shall use Confidential Information mn|e|y for the purposes of this Contract and nhmU not use, shane, tranofer, 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, transfor, 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. State orWashington Interagency Agreement ve,sionnroo,e Department mCommerce Page 14 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS 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 vaaomnob|y 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) wurhing days of any unauthorized use or disclosure of any confidential information,and shall take necessary steps to mitigate the harmful effects of such use ordisclosure. G' COPYRIGHT Unless otherwise provided, all Motehe|w 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 ofsuch 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. ~K4aterio|w" means all items in any format and indudeo, but is not limited to, data, report», dncumanta, pampNeda, mdxartioemenbs, buoka, magazmwa, numeyu, utudiew, computer pnogromm, fi|mm, tepem, and/or sound reproductions. ^Ownerohip^ includes the right to copyright, patent, register and the ability to transfer these rights. For Mmtedn|a that are delivered under the Contract, but that incorporate pre-existing materials not produced under the Contract, the Contractor hereby grants to COMMERCE a nonexdusive, royalty- free, irrevocable license (with rights to sublicense to others) in such K4atorim|a to translate, repmduoe, 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 hgh1u. moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The Contractor shall exert all reasonable effort to advise COM&0ERCE, 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 Ma1eho|y delivered under this Contract. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials bythe Contractor. ?' DISPUTES In the event theta dispute eMoea under this Agreement, it shall be determined by e Dispute Board in the following manner Each party to this Agreement shall appoint one member bothe Dispute Board. The members so appointed shall jointly appoint an additional member hothe Dispute Board. The Dispute Board shall review the Mmcta. 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 ofthe parties may request |nbamantkzn by the Guvernor, as provided byRCVV43,17.33O. 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 ofWashington, and any applicable federal laws,and the venue of any action brought hereunder shall be in the Superior Court for Thurston County, State ofmmxmmglnn Interagency Agreement ve,smnnrun10 Department of Commerce pwoo 6 15 GENERAL TERMS AND CONDITIONS � INTERAGENCY AGREEMENT FEOERALFUNOS 9. INDEMNIFICATION Each party »hm|| be solely responsible for the acts of its emp|oyewa, officene, and agents. 1O. LICENSING, ACCREDITATION AND REGISTRATION The Contractor shall comply with all applicable |oca|, state. and federal |icanaing, accreditation and registration requirements or standards necessary for the performance of this Contract, 111. RECAPTURE In the event that the Contractor tmi|a to perform this Contract in accordance with state laws, federal |aws, and/or the provisions of this Contxyut. COMMERCE reserves the right to recapture funds in on amount to compensate COMMERCE for the noncompliance in addition to any other remedies available ot law orin equity, Repayment by the Contractor of funds under this recapture provision shall occur within the time period specified by COMMERCE. |n the alternative, COMMERCE may recapture such funds from payments due under this Contract. 12. RECORDS MAINTENANCE The Contractor shall maintain booho, racordu, documents, data and other evidence relating 0uthis contract and performance of the services described honein, 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 mccountu, all federal awards received and expended and the federal programs under which they were received, by Catalog of Federal Domestic Assistance (CFOA) 1d|o and number, award number and year, name of the federal mganoy, 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 inopecbon, review oraudit by COyNMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state offida|m so authorized by |avv. regulation oragreement. |f any litigation, claim or audit ia started before the expiration of the six(G)year period,the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 13. SAV|NGS In the event funding from otaba, fndora/, or other sources is withdrawn, reduoed, or limited in anyway after the effective date of this Contract and prior to normal comp|etion. 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. SEVGR&B|UTY The provisions of this contract are intended tube severable. |f any term or provision io illegal orinvalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the contract, 1S. SUBCONTRACTING The Contractor may only subcontract work contemplated underthis Contract if it obtains the prior written approval ofCOMMERCE, If COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to subcontrmodng, 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 State mWashington Interagency Agreement ve,oivnor2o10 Department o,Commerce Page 16 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERALFUND0 relate to this Contract; (b) prohibit the Contractor from subcontracting with a particular person or entity; or require the Contractor to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract, Contractor ohoU incorporate CFR Part20O. Subpart F audit requirements into all subcontracts. The Contractor iu responsible to COMMERCE if the Subcontractor fails to comply wdh any applicable term orcondition 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, conditionw, 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 o timely mannwr. COMMERCE has the right to suspend or terminate this contract, Before suspending or terminating the contract, COMMERCE shall notify the Contractor in writing cf the need to take corrective action. If corrective action is not taken vvhbin 30 calendar daym, the contract may be terminated orsuspended. |n the event uf 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 oon0act, e.g, coot of the competitive bidding, mailing, advertising and staff time. COMMERCE naear:ew 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 ora 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 tn perform was outside nfhis or her control, fault ornegligence. The rights and remedies of COMMERCE provided in this contract are not exclusive and are inaddition to any other rights and remedies provided bylaw, 18. TERMINATION FOR CONVENIENCE Except asotherwise 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 pad of this ountrou1 as has been terminated, The provisions of the "Treatment nf Assets"clause shall apply in such property transfer, COMMERCE ahoU pay hothe Contractor the agreed upon price, if separately otaVed, 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, (i0 partially completed work and oervicea. (iii) other property ur services that are accepted by COMMERCE, and (iv) the protection and preservation of property, un|aoo the termination \o for default, in which case the Authorized Representative shall determine the extent of the liability of COMMERCE, Failure to agree State v,Washington Interagency Agreement venuonoruo10 Department ofCommerce Page 17 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FGOERALFUNOS 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 tobe necessary toprotect COMMERCE against potential loss orliability. 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 hz the extent specified, in the notice; B. Place no further orders or subcontracts for matoho|o, oenvicea, 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 dmes, and to the extent directed by the Authorized Bepnamentabvo, all of the hghto, dde, 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; Q. Settle all outstanding liabilities and all claims arising out of such termination of orders and oubountraoto, with the approval or ratification of the Authorized Representative to the extent the Authorized Representative may nyquire, which approval or ratification oho|| 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 properly which, if the contract had been completed, would have been required toba furnished toCOMMERCE; F. Complete performance cf such part of the work ao shall not have been terminated by the Authorized Representative; and G. Take such action as may be necemoary, or as the Authorized Representative may d|rect, for the protection and preservation of the property related to this controot, which is in the possession of the Contractor and in which the Authorized Representative has or may acquire an interest. 20. TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the Contractor,for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such properly by the Contractor.Title to other property,the cost of which is reimbursable to the Contractor under this contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this contract, or (ii) commencement of use of such property in the performance of this contract, or (iii) reimbursement of the cost thereof by COMMERCE in whole orin part, whichever first occurs. A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein ur approved by COMMERCE, be used only for the performance of this contract. B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that results from the negligence ofthe Contractor or which results from the failure on the part mf the Contractor to maintain and administer that property in accordance with sound management practices. C. |f any COMMERCE property |o lost,destroyed ur damaged,the Contractor shall immediately notify COMMERCE and shall take all reasonable steps toprotect the property from further damage. Q. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion, termination or cancellation of this contract All reference to the Contractor under this clause shall also include Contractor's employees, agents or Subcontractors. State v,Washington Interagency Agreement Version 072019 Department of Commerce Page 18 GENERAL TERMS AND CONDITIONS' INTERAGENCY AGREEMENT FEDERAL FUNDS 21. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent defaulter 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. State of Washington interagency Agreement Version 072019 Department of Commerce Page 10 19 Attachment Scope dyWork This funding i# made available under section 6O1 of the Social as added by section 5001 of the Cononawjrua Aid, Relief, and Economic Security Act ('CARES Act") and Section Vand V| of the CARES Act, for costs incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID-11 9). Under the CARES Act, the Coronavirus Relief Fund may be used to cover coststhat: 1. Are necessary expenditures incurred due to the public health emergency with respect kothe Cwn;nmvirus Disease 2Oi'9(CO*1D-19)| AND 2. Are not accounted for in the budget most recently approved aswf March 27~ 283P (the date of enactment of the CARES Act)for the State orgovernment. These funds may be used to reimburse for expenditures incurred during the period of March 1, 2020 thru [>c131. 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. 2O2O"All final requests for reimbursement must be received no later than November 15, 2Q2O. 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 orpublic health needy, as well as expenditures incurred tprespond hn second- order effectsoftheernerQenoy. eucMaabypnov|d1ngeuonmm)omupporttothoaeeuffer|ngfrornemp|oyment or business interruptions duetoC0V|D-YA-ne|atod business dosures. Funds may not be used to fi|| 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 yNarch27. 203O-Acost meets this requirement ifeither: 1. The cost cannot lawfully be funded using aline item, allotment, or allocation within that budget;[)Fl 2. The cost is for substantially different use from any expected use of funds in such a line item` allotment, orallocation, 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 abudgetary stabilization fund, rainy day fund, q[similar reserve account. Allowable expenditures imc|udo, but are not limited to: f. Medical expenses such as: a, COVID-1 9-related expenses of public hospitals, clinics, and similar facilities. b� Expenses of establishing temporary public medical facilities and other measures to increase CC)V|n-18 treatment capacity, including related construction costs. c. Costs mf providing C{jV|D^1B testing, including sero|ogica|testing, d� Emergency medical response expenses including emergency medical transportation, related toC{}V|O48. e. Expenses for establishing and operating public telemedicine capabilities for COVID-119-related treatment, 2, Public health expenses such as: State of Washington Interagency Agreement vorxionnrzn10 Department orCommerce paop 11 oo Attachment A a. Expenses for communication and enforcement by State. territorial, local, and Tribal governments of publichealth orders related tACQV|D'18. b, Expenses for acquisition and distribution of medical and protective supplies, including sanitizing products and personal protective equipment, for medical personnel, police ofVoeny, 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 COV|O'19public health emergency, c. Expenses for disinfection of public amaoo and other facilities, e.g., nursing homes, in response to the COY|D-10 public health emergency. d. Expenses for technical assistance to local authorities or other entities on mitigation of COV|O' 18-re|atedthoemtotopubUc health and safety. e. Expenses for public safety measures undertaken in response hoCDY|D'1g` f. Expenses for quarantining individuals, 3. Payroll expenses for public safety, public hea|th, health ce,e, human senvices, and similar employees whose services are substantially dedicated to mitigating or responding to the COV|O 19 public health emergency. 4. Expenses ofactions to facilitate compliance with C(JV|r-19-,e|ated public health measuras, such as: m. Expenses for food delivery to residents, including, for ka senior citizens and other vulnerable populations,to enable compliance with C[)VlD-fg public health precautions. b. Expenses to facilitate distance learning, including technological improvements, in connection with school closings to enable compliance with CDV|D'18 precautions. c. Expenses to improve to|ework capabilities for public employees to enable compliance with COV|D'1g public health precautions. d. Expenses of providing paid sick and paid family and nned1co| leave to public employees to enable compliance with C0V|D'19 public health precautions. e. COV|U-18-related expenses of maintaining state prisons and county jails, including as relates to sanitation and improvement of social distancing measures, to enable compliance with COV|O'1Q public health precautions. f. Expenses for care for homeless populations provided to mitigate COVID-1 9 effects and enable compliance with C[)V|O^19public health precautions, 5' Expenses associated with the provision gf economic support in connection with the COV|D'18 public health emergency, such as, a. Expenditures related tothe provision of grants to small businesses to reimburse the costs of business interruption caused by required closures. b' Expenditures related 1oo State,territorial, local, or Tribal government payroll support program. c Unemployment insurance costs related to the COVID-1 9 public health emergency if such costs will not be reimbursed by the federal government pursuant tothe CARES Act orotherwise. OL Any cdherC[)V|D-1Q're|eted expenses reasonably necessary to the function of government that satisfy the Fund's eligibility criteria. State of Washington Interagency Agreement ««'uon«7y01e Department nfCommerce PoAo1u 21 Attachment B Budget&Anvvioing The Contractor shall determine the appropriate budget and use cf funds within the following G budget categories and their sub-uategohes: 1. Medical Z Public Health 3. Payroll 4, Actions bo Comply with Public Health Measures 5, Economic Support G� Other Cov|d'18Expenses 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 inc|ude� 1. A-1 9 Certification form—An authorized party of the local government will certify each invoice(Al 9) submitted for reimbursement and mdamt that all incurred expenditures meet the US Treasury Department's guidance: httns:8home.heas4rV.gov/uyotem/fi}es/138/Coronavirus'Rs4hef-Fund.- (]uidance-for-State-Terdt ho|-Local-oUd-T���I.-.Governments,pdf 2' A'1O 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 nontnmoL The documents are included inAttachment C and Attachment D for reference. Receipts and proof cf payment for costs incurred do not need to be submitted with A'18o� AN contractors are required bomaintain accounting records in accordance with state and federal |am/o. 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 vommno72om Department mCommerce paoo1x 22 Attachment C LOCAL GOVERNMENT CORONAVIRUS RELIEF FUNDS CERTIFICATION M am the 81+of 40000410011010010 ,and I certify that: 1. 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 4s11ii 1�lfrF ** '=1frlfrom the allocation of the Coronavirus Relief Fund as created in section 5001 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 2. I understand that as additional federal guidance becomes available,a contract amendment to the agreement between Commerce and the Local Government may become necessary. 3. I understand Commerce will rely on this certification as a material representation in processing this reimbursement. 4. I 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. W�,µre 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. I 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. State of Washington Interagency Agreement Version 072019 Department of Commerce Page 14 23 Attachment C \I CA)1;ERNAITNT coI ox.WIRT,t5 PEI.II I R-NDS C EP Tricig....1 i Pouv b. I 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,Cast Principles,and Audit Requirements far Federal Awards(Uniform,Guidance) Such documentation shall be produced to Commerce upon request and may be subject to audit by the State Auditor. 7. I understand any funds provided pursuant to this certification cannot be used as a } revenue replacement for lower than ext ted tax or other revenue collections. 8- I understand funds received pursuant to this certification cannot be used for expenditures for which the Local Government has received any other emergency WtV3D 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 15 24 Attachment D CRF A-it Activity Report INSTRUCTIONS INSTRUCTIONS: 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-categories 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 MM/YYYY,i.e.03/20,March 2020,012020,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:USE OF FUNDS 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 haw 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: D110,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 Mat 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 16 o G4 C N a+ n 0 E a 9 in u N m j . . 4 w t 4 4 a . r.p % • '• . . . to ♦t w.r•:....6 q}M.`-h m 4444 rh id N•1 ih M ,4„...,, 14 : nsa d 13 pp c'K II; a E E' 1 -a G Oiat: a P " /`7at2 2QAS�,Ziy A 5 EC I SLr;Fi CG ,p h ee !E -.. a „st x16 t •21 alA am aadda • . am,i a e.> x..,d 0 v '4 a C L br v� ezo