20-149.02 Spokane Valley Chamber: CARES Act Coronavirus Relief SECOND CONTRACT AMENDMENT TO THE AGREEMENT BETWEEN THE CITY
OF SPOKANE VALLEY AND
GREATER SPOKANE VALLEY CHAMBER OF COMMERCE
Spokane Valley Contract#20-149.02
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$150 billion under Title V of the CARES Act to the Fund to be used
to make payments for specified uses to States and certain local governments;and
WHEREAS, on September 10, 2020, the City was notified that it was awarded an additional
$1,450,000 of Fund resources to reimburse certain additional local governments in the state for specified
expenditures through contracts administered by the State Department of Commerce("Commerce")and that
the time for use of such funds was extended from October 31,2020 to November 30,2020;and
WHEREAS, the City entered into an amendment to the Interagency Agreement with Commerce
regarding acceptance of the additional amounts from the Fund and extending the period of use from October
31,2020 to November 30,2020.
NOW THEREFORE,for good and valuable consideration,the legal sufficiency of which is hereby
acknowledged,City and the Subrecipient mutually agree as follows:
1.Purpose:This Second Amendment is for the Contract for Greater Spokane Valley Chamber of Commerce
to distribute Spokane Valley CARES Act funds to small businesses and non-profit organizations that need
assistance as a direct result of the COVID-19 pandemic by and between the Parties,originally executed by
the Parties on September 28, 2020, and amended on October 2nd, 2020, and which terminates on October
31, 2020. Said contract as amended is referred to as the "Original Contract" and its terms are hereby
incorporated by reference.
2.Original Contract Provisions:The Parties agree to continue to abide by those terms and conditions of the
Original Contract and any amendments thereto which are not specifically modified by this Second
Amendment.
3.Amendment Provisions:This Second Amendment is subject to the following amended provisions:
The Scope of Services set forth in EXHIBITA-1 is amended and replaced as provided in the attached
Second Amended Scope of Services, a copy of which is attached as Exhibit A-2 and incorporated
by reference. All references to Scope of Services shall be deemed to refer to the Second Amended
Scope of Services.
Section 3. TERM OF CONTRACT is hereby amended to read as follows:
This Agreement shall be in full force and effect upon execution and shall remain in effect until
completion of all contractual requirements have been met as determined by the City. Subrecipient
shall complete its services by November 30, 2020, unless time for performance is extended in
writing by the Parties.
Either Party may terminate this Agreement for material breach after providing the other Party with
at least 10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate
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this Agreement for any reason by 10 days' written notice to Subrecipient,including but not limited
to withdrawal of funding by Commerce. In the event of termination without breach,City shall pay
Subrecipient for all services and distributions previously authorized and satisfactorily performed
prior to the termination date.
Section 4(A). REIMBURSEMENT PAYMENTS is hereby amended to read as follows:
A. Agreement Amount. City agrees to pay Subrecipient up to $111,702.42, plus amounts
reimbursable under Section 4(B), for all services and distributions provided under this Agreement,
as set forth in Exhibit A. Subrecipient shall not perform any extra, further, or additional services
for which it will request additional compensation from City without a prior written agreement for
such services and payment therefore.
Section 5(A). PAYMENT AND RECAPTURE is hereby amended to read as follows:
A. Payment. Subrecipient shall be paid upon presentation of an invoice no more frequently than
weekly along with any required certification(Exhibit A)to City,provided that all invoices shall be
provided no later than November 18, 2020,to allow payments to be processed by November 30,
2020. Applications for payment shall be sent to the City Finance Department at the below-stated
address.
City reserves the right to withhold payment under this Agreement for that portion of the work(if
any) which is determined in the reasonable judgment of the City Manager or designee to be
noncompliant with the Scope of Services,City standards,City Code,and federal or state standards.
The Parties agree that in the event an expenditure is submitted that is ineligible for payment per
Exhibit B,it shall not be reimbursed by Commerce or the City.
EXHIBIT B is amended to include the amendment to the Interagency Agreement with Commerce,
for the period through November 30, 2020, a copy of which is attached as Exhibit B-1 and
incorporated by reference. All references in the Original Agreement to "Commerce Agreement"
shall be deemed to include the amendment to the Interagency Agreement with Commerce.
All such amended provisions are hereby incorporated by reference herein and shall control over any
conflicting provisions of the Original Contract,including any previous amendments thereto.
4. Compensation Amendment History: This is Amendment # 2 of the Original Contract. Compensation
amounts shall be as provided pursuant to Section 4 and Exhibit A-2.
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The parties have executed this Amendment to the Original Contract this 7 day of October,2020.
C TY OF S VALLEY: SUBRECIPIENT:IE
Mark Calhoun By:Lance Beck-President&CEO
City Manager Greater Spokane Valley Chamber of Commerce
Its:Authorized Representative
P 0 TO FORM:
Office of e City Attorney
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EXHIBIT A-2
SECOND AMENDED SCOPE OF SERVICES
The Greater Spokane Valley Chamber of Commerce (Chamber) shall administer the application process
for the City of Spokane Valley's Small Business and Nonprofit CARES Act Financial Assistance Program
for small businesses and nonprofit organizations located and operating within the City of Spokane Valley
that are directly impacted by the COVID-19 pandemic from March 1,2020 through November 30,2020.
The Chamber shall:
1. Establish a grant review committee with members from the Chamber and as necessary Greater
Spokane Incorporated,Innovia Foundation,and the City;
2. Provide application, eligibility, and selection processes with appropriate internal controls to
prevent misuse of funds. Chamber has provided and completed an application,selection,and award process
as of October 9,2020(referred to as the"First Application Process"). The Parties agree that Chamber shall
provide a second application,selection,and award process under the criteria as outlined below(referred to
as the "Second Application Process"). Unless the First or Second Application Process is specifically
referenced, all criteria shall apply to both. Selection shall occur on a lottery basis. The pool of eligible
entities shall consist of all eligible entities that apply during the City's application period, as well as from
any eligible entities that applied to the similar Spokane County financial assistance program,known as the
OpenTogether Small Business and Non-Profit Grant. For-profit businesses that were awarded funds under
the OpenTogether Small Business and Non-Profit Grant shall be ineligible to receive a City award, except
those sole proprietorships and independent contractors that were awarded less than$7,158,which shall be
eligible to receive the difference between$7,158 and the amount received under the OpenTogether Grant.
Applicants that applied and were awarded funds under the First Application Process shall be ineligible to
receive an award in the Second Application Process;
3. Review applications using the following eligibility criteria:
a.For the First Application Process,all applicants shall have 18 or fewer FTEs as of March
1,2020. For the Second Application Process,for-profit applicants may only qualify if they
have 49 or fewer FTEs as of March 1, 2020 and there is no FTE limit for non-profit
applicants;
b. For-profit businesses must have a current Spokane Valley business license and be
located within the City of Spokane Valley. Non-profit businesses must provide at least
18.65% of their total services within the boundaries of the City of Spokane Valley
(Percentage is based on City's population as a percentage of the total Spokane County
population, based on April 1, 2020 Population Estimates from OFM). If applicable, non-
profit entities must have a Spokane Valley business license.
c. Minimum annual budget/revenues of$10,000;
d. Expenditures incurred to date and amount of lost revenue 2020 as a direct result of the
COVID-19 pandemic. The Parties shall determine an appropriate methodology on how to
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identify lost revenue that meets all applicable CARES Act, Treasury, and Commerce
requirements. The expenditures and lost revenue will assist in determining the amount of
award;
e. Meets Federal CARES Act requirements:
i.The expense is connected to the COVID-19 emergency.
ii. The expense is"necessary."
iii.The expense is not filling a shortfall in government revenues.
iv. The expense is not funded through another budget line item, allotment or
allocation,as of March 27,2020.
v.The expense would not exist without COVID-19 or would be for a"substantially
different"purpose.
All entities shall be subject to compliance with applicable federal requirements,
including any applicable terms pursuant to the Commerce Agreement,"Coronavirus Relief
Funds for Local Governments Eligible Cost Test,""WA State Department of Commerce's
Coronavirus Relief Funds for Local Governments Program Guidelines,"and"Coronavirus
Relief Fund Frequently Asked questions"(dated July 8,2020,or the most current version
if a later update is provided).
f. For small businesses—Sole proprietors and independent contractors are okay,provided
that the business they are asking funds for is their primary source of income.
g. For nonprofits—Must be a"501(c)(3)"using a federally recognized fiscal sponsor and
provide proof of such status. "501(c)3 Churches or religious organizations are NOT
eligible, except for those with specific programs with direct service offered to general
public without regard to faith,affiliation,religious belief or practice,and that are provided
in a non-discriminatory way that benefits the larger community.
h. Grant awards up to$7,158.00 per entity.This amount may be limited based upon actual
COVID-19 related expenses or the receipt of other federal funding for the same purposes.
The grant award to non-profit entities may be reduced by any amount received under the
Spokane County OpenTogether Small Business and Non-Profit Grant program.
Additional criteria may be necessary as part of the application and certification process. Chamber
shall work with City to create an appropriate application. Prior to distribution, the application shall be
subject to written approval by the City.
4. Provide review of all entities selected in the lottery process. Review shall include confirming
the accuracy and adequacy of all application materials to ensure and confirm all eligibility requirements are
met.
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5. Provide and retain all necessary recordkeeping required by the Washington State Department of
Commerce,State Auditor,and the City for the period of at least 6 years.
6. Chamber is authorized to subcontract with Innovia Foundation for all online application hosting,
processing, software, and database services. Chamber shall ensure that Innovia Foundation maintains
appropriate record keeping and internal controls to prevent misuse of funds.
7. Provide a website to host information regarding the application process, including applicable
"Q&As", and links to the online application. Such website may be linked through the Valley Chamber
website to Innovia application and processing systems.
8. Chamber is authorized to subcontract with Innovia Foundation to provide fund disbursements.
Innovia Foundation shall provide an "acceptance letter" providing terms of compliance for all entities
awarded funds at the time of disbursement. The"acceptance letter"shall be subject to written approval by
the City. Any distribution of funds shall contain the following statement: "This project was supported by
a grant awarded by the US Department of Treasury. Points of view in this document are those of the author
and do not necessarily represent the official position or policies of the US Department of Treasury. Grant
funds are administered by the Local Government Coronavirus Relief Fund through the Washington State
Department of Commerce. This Grant award has been made by the City of Spokane Valley from its portion
of the Local Government Coronavirus Relief Fund." Chamber shall ensure Innovia Foundation maintains
appropriate record keeping and internal controls to prevent misuse of funds.
9. Chamber shall be responsible for all payments to Innovia Foundation, with the exception of
grant awards. City shall provide necessary funds for grant awards directly to Innovia Foundation.
10. Chamber shall provide awards as soon as is reasonably feasible after providing an application
and review period. Awards shall be made no later than November 18, 2020. Chamber shall award the
maximum number of eligible entities(small business and non-profit)allowable based upon the allocation
set by City Council. As of July 30,2020,the allocation was set at$1,241,138. As of October 1,2020,City
Council authorized an allocation to fund all eligible entities that submitted applications in the initial Grant
program of up to $1,549,370. As of October 12, 2020, City Council authorized a total allocation of
$2,253,535 for all Grant programs. The City may allocate additional available funds to the Grant programs
and shall do so in writing. The Parties agree that Chamber shall distribute any additional available funds
up to the maximum number of entities such funds may cover.
Compensation: Chamber shall be compensated in an amount up to $111,702.42 for actual expenses
incurred in administering the program. All compensation shall be on a reimbursement basis and Chamber
shall provide appropriate documentation regarding expenditures incurred that are necessary to administer
the program and services identified in this Agreement.
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