HomeMy WebLinkAbout200721aJeffrey A. Cline, President
Terry L. Baker, Vice President
Krista L. Hart, Clerk
BOARD OF COUNTY COMMISSIONERS
July 21, 2020
OPEN SESSION AGENDA
The meeting of the Board of County Commissioners of Washington County will be held at 100 West Washington Street, Suite 1113,
Hagerstown. Due to Governor Hogan’s Executive Order and gathering restrictions, Board members will be practicing social
distancing. County buildings remain closed to public access except by appointment. Therefore, there will be no public attendance in
the meeting chambers. The meeting will be live streamed on the County’s YouTube and Facebook sites.
10:00 AM MOMENT OF SILENCE AND PLEDGE OF ALLEGIANCE
CALL TO ORDER, President Jeffrey A. Cline
10:05 AM APPROVAL OF MINUTES: June 22, 2020
10:10 AM COMMISSIONERS’ REPORTS AND COMMENTS
10:20 AM STAFF COMMENTS
10:25 AM CONVENE AS BOARD OF HEALTH
10:26 AM AWARD OF GRANT TO REIMBURSE MERITUS HEALTH – COVID 19 PUBLIC
HEALTH RESPONSE FUNDS – Earl Stoner, Health Officer; Daniel Triplett, Administrator
10:30 AM AUTHORIZE AN INTERAGENCY AGREEEMTN BETWEEN THE BOARD OF
COUNTY COMMISSIONERS AND THE WASHINGTON COUNTY HEALTH
DEPARTMENT FOR THE CARES ACT 2020 REIMBURSEMENT – Earl Stoner, Health
Officer; Daniel Triplett, Administrator
10:35 AM RECONVENE AS THE BOARD OF COUNTY COMMISSIONERS
10:40 AM FY22 FAMILY LAW FUND – Kristin Grossnickle, Court Administrator, Washington County
Circuit Court; Allison Hartshorn, Grant Manager, Office of Grant Management
10:45 AM BUDGET ADJUSTMENT – CASCADE TOWN CENTRE – Sara Greaves, CFO; Andrew
Eshleman, Director, Public Works
10:50 AM AUDIT AND AGREED UPON PROCEDURES PRESENTATION – Chris Lehman,
Engagement Partner
11:00 AM PUBLIC HEARING: Not to Exceed $165,000,000 of ECONOMIC DEVELOPMENT
REVENUE BONDS FOR THE BENEFIT OF HOMEWOOD AT WILLIAMSPORT,
MD, INC. AND HOMEWOOD AT FREDERICK MD, INC. AND PROPOSED
RESOLUTION – Lindsey A. Rader, Bond Counsel for Washington County; Sara Greaves,
CFO
11:10 AM BONNARD J. & PEGGY R. MORGAN RURAL LEGACY PROGRAM EASEMENT –
Chris Boggs, Land Preservation Planner, Planning and Zoning
Wayne K. Keefer
Cort F. Meinelschmidt
Randall E. Wagner
Page 2 of 2
OPEN Session Agenda
July 21, 2020
Individuals requiring special accommodations are requested to contact the Office of the County Commissioners, 240.313.2200 Voice/TDD, to
make arrangements no later than ten (10) working days prior to the meeting.
11:15 AM COVID-19 PUBLIC RELATIONS PROJECT – Charles Brown, Emergency Manager, EMS
11:20 AM CARES ACT REALLOCATION DISCUSSION – Sara Greaves, CFO; Susan Buchanan,
Director, Office of Grant Management; Susan Small, Director, Business Development; Charles
Brown, Emergency Manager, EMS
11:35AM PANGBORN PARK DREDGING – Dave Mason, Deputy Director, Solid Waste
11:45 AM CLOSED SESSION - To discuss the appointment, employment, assignment, promotion, discipline, demotion,
compensation, removal, resignation, or performance evaluation of appointees, employees, or officials over whom
this public body has jurisdiction; or any other personnel matter that affects one or more specific individuals
11:55 AM ADJOURNMENT
Open Session Item
SUBJECT: Convene as Board of Health: Award a grant to reimburse Meritus Health for its
efforts in combating COVID-19 in Washington County using funds provided through the
CARES Act (2020) - COVID-19 Public Health Response Funds
PRESENTATION DATE: July 21, 2020
PRESENTATION BY: Earl Stoner, Health Officer, and Daniel Triplett, Administrator
RECOMMENDED MOTION: Award a grant to Meritus Health for supplies and equipment
purchased by Meritus Health specifically to address the COVID-19 pandemic.
REPORT-IN-BRIEF: The Washington County Health Department has been provided funding
through the federal CARES Act (2020) via the Maryland Department of Health to support the Public
Health Response to COVID-19 in Washington County. As a key partner in battling the public
health impact of the COVID-19 pandemic, the health department has set aside $6,000,000.00 to assist
Meritus Health by reimbursing for supplies and equipment necessary to combat COVID-19. The
supplies and equipment must have been or will be purchased between March 19, 2020 – December
30, 2020 and necessary to combat the COVID-19 pandemic; were not previously included in any of
Meritus Health’s operational budgets prior to March 27, 2020 and are not reimbursable to Meritus
Health through any other federal or State source of funds.
DISCUSSION: N/A
FISCAL IMPACT: No money is being requested. 100% of the funds used for reimbursement are
federal funds through the CARES ACT (2020).
CONCURRENCES: N/A
ALTERNATIVES: N/A
ATTACHMENTS: Reimbursement Contract
Board of County Commissioners of Washington County, Maryland
Agenda Report Form
Rev. 2/2014 1
STATE OF MARYLAND
MARYLAND DEPARTMENT OF HEALTH
REIMBURSEMENT CONTRACT
CARES Act (2020) COVID-19 Public Health Response Funds Reimbursement (F913M)
ns throughout
-19 pandemic;
gton County, Maryland; and
as follows:
1. Scope of Contract.
The Washington County Health Department will reimburse Meritus Health for supplies and equipment
purchased by Meritus Health to address the COVID-19 pandemic, provided that such supplies and equipment:
i. Are purchased between March 19, 2020 and December 30, 2020;
ii. Are necessary to combat the COVID-19 pandemic;
iii. Were not previously included in any of Mertius Health’s operational budgets prior to March 27,
2020; and iv. Are not reimbursable to Meritus Health through any other federal or State source of funds.
– the scope of work or solicitation and Exhibit B – the Contractor’s bid or proposal.
Changes.
may not change significantly the scope of the Contract (including the Contract price).
2. Term of Contract.
3. Compensation and Method of Payment.
Rev. 2/2014 2
Compensation.
the Contractor shall not exceed $6,000,000.00.
Method of Payment. The Department shall pay the Contractor no later than thirty (45) days after the
Department receives a proper invoice from the Contractor. Charges for late payment of invoices, other
than as prescribed by Title 15, Subtitle 1, State Finance and Procurement Article, Maryland Code, are
prohibited.
Tax Identification Number.
Invoicing.
Officer. All invoices shall be submitted along with any supporting documentation to prove the expenses
were incurred by the contractor. All invoices shall include the following information:
• Contractor name;
• Remittance address;
• Federal taxpayer identification number;
• Invoice period;
• Invoice date;
• Invoice number
• Goods or services being submitted for reimbursement; and
• Amount due.
Invoices submitted without the required information and inclusive of the supportive documentation cannot be processed for payment until the Contractor provides the required information.
Supporting Documentation Requirements
The Washington County Health Department is required to ensure that all expenses disbursed under grant programs are made within the scope of the Condition of Awards and only appropriate expenses are
reimbursed under the grant. As such, supporting documentation is required to support expenses invoiced under this contract.
• For reimbursement of salaries and related personnel costs, copies of payroll reports or other
paid to or on behalf of (salary and fringe costs) individual employees.
• For equipment purchases that are approved under the grant award, originals or copies of receipts
for the equipment must be submitted along with the invoice.
• For any sub-contracted services allowable under the grant award, copies of invoices from the subcontractors must be submitted along with the invoice. Sub-contracted services must be pre-
the sub-contractor will also need to be provided.
• For any supplies, utility costs, fuel purchases, or other expenses allowable for reimbursement
under the grant award, copies of receipts or invoices must be submitted along with the invoice.
Onsite Visit/Audit
For service contracts, the Washington County Health Department, will perform one or more onsite visits
to ensure that services provided by the contractor are consistent with this contract and any applicable
conditions of award. This site visit may include a financial review to audit the accuracy of invoices and
Rev. 2/2014 3
4. Procurement Officer
regarding all matters relative to this Contract shall be coordinated through the Procurement Officer.
5. Disputes
15, Subtitle 2, Part III, Annotated Code of Maryland, and by COMAR 21.10 Administrative and Civil Remedies.
Pending resolution of a dispute, the Contractor shall continue to perform this Contract, as directed by the
Procurement Officer.
6. Termination for Convenience. The State may terminate this Contract, in whole or in part, without showing cause
upon prior written notification to the Contractor specifying the extent and the effective date of the termination.
The State will pay all reasonable costs associated with this Contract that the Contractor has incurred up to the
date of termination, and all reasonable costs associated with termination of the Contract. However, the
Contractor may not be reimbursed for any anticipatory profits which have not been earned up to the date of
be governed by the provisions of COMAR 21.07.01.12(A)(2).
7. Termination for Default
provision of this Contract, the Department may terminate the Contract by giving the Contractor written notice of
termination. Termination under this paragraph does not relieve the Contractor from liability for any damages
caused to the State. Termination hereunder, including the rights and obligations of the parties, shall be governed
by the provisions of COMAR 21.07.01.11B.
8. Termination for Nonappropriation
continuation in any fiscal year succeeding the first fiscal year, this Contract shall be terminated automatically as of
the beginning of the fiscal year for which funds are not available. The Contractor may not recover anticipatory
profits or costs incurred after termination.
9. Non-Discrimination in Employment
federal and Maryland law, including, but not limited to, the employment provisions of §13-219 of the State
Finance and Procurement Article, Maryland Code and Code of Maryland Regulations 21.07.01.08, and the
commercial nondiscrimination provisions of Title 19, Subtitle 1, State Finance and Procurement Article, Maryland
Code.
10. Maryland Law Prevails.
The Maryland Uniform Computer Information Transactions Act (Commercial Law Article, Title 22 of the Annotated
Code of Maryland) does not apply to this Contract or any software license acquired hereunder.
11. Anti-Bribery.
Contractor is a corporation or partnership) any of its officers, directors, partners, or controlling stockholders; nor
any employee of the Contractor who is directly involved in the business’s contracting activities, has been
convicted of bribery, attempted bribery, or conspiracy to bribe under the laws of any state or of the United States.
Rev. 2/2014 4
IN WITNESS THEREOF, the parties have executed this Contract as of the date hereinabove set forth.
CONTRACTOR STATE OF MARYLAND
MARYLAND DEPARTMENT OF HEALTH
(Seal)
By: By:
Earl Stoner, Health Officer
(Printed Name and Title) (Printed Name and Title)
Date Date
Open Session Item
SUBJECT: Convene as Board of Health: Authorize an Interagency Agreement Between The
Board Of County Commissioners And The Washington County Health Department For The
Cares Act 2020 Reimbursement For Covid-19
PRESENTATION DATE: July 21, 2020
PRESENTATION BY: Earl Stoner, Health Officer, and Daniel Triplett, Administrator
RECOMMENDED MOTION: To authorize an Interagency Agreement between the Washington
County Commissioners and the Washington County Health Department to enable the health
department to reimburse the County for expenses related to COVID-19 Public Health response under
the federal CARES ACT (2020).
REPORT-IN-BRIEF: The Washington County Health Department has been provided funding
through the federal CARES Act (2020) via the Maryland Department of Health to support the Public
Health Response to COVID-19 in Washington County. These funds enable the health department,
among other response activities, to provide reimbursement to related agencies that have been and are
affected by providing public health support in fighting the spread of COVID-19. The total
reimbursement to the Washington County Commissioners is unknown and subject to change in order
to allow flexibility to effectively address the public health response to the current pandemic. The
Washington County Health Department Health Officer is empowered to approve purchases and/or
projects as necessary to address the county response.
DISCUSSION: N/A
FISCAL IMPACT: No money is being requested. 100% of the funds used for reimbursement are
federal funds through the CARES ACT (2020).
CONCURRENCES: N/A
ALTERNATIVES: N/A
ATTACHMENTS: Interagency Agreement
Board of County Commissioners of Washington County, Maryland
Agenda Report Form
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Maryland Department of Health
Standard Interagency Agreement (IA)
CARES ACT 2020 – COVID 19 Response – F903C
Section I: Parties, Terms and Cost
A. Parties
This Interagency Agreement, dated , and entitled
CARES ACT 2020 – COVID 19 Response Reimbursement (F903C)
is hereby entered into by and between
a Unit of the Maryland Department of Health (MDH), hereinafter known as “the
WCHD” and
Federal Government, another State government, a municipal or local
government, or a core service agency, local behavioral health authority, or local
B. Term and Cost
1. The services which are the subject of this IA are to commence on or about
2. The total cost to the WCHD for the provision of the described services
** unspecified **
** The Washington County Health Department will be reimbursing the
Board, or related agencies thereof, for purchases directly affecting the
public health response to the COVID-19 pandemic throughout Washington
County. The total amount of reimbursement is unknown and subject to
change in order to allow flexibility to effectively address the public health
response to the current pandemic. The Washington County Health Officer is
empowered to approve purchases and/or projects as necessary to address
the county response.
C. Term and Cost of Renewal Option(s)
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1. This IA may be further renewed for the following period(s):
If none, write “none”.)
2. The total cost to the WCHD for the provision of the described service
D. Maximum Total Cost of Base Term and Renewal Option(s) (Sum of I B 2 and I C 2
** unspecified **
Section II: Statement of Work
The Washington County Health Department has received monies under the federal
CARES Act (2020) for Public Health Response activities of Washington County, MD in
regards to the COVID-19 Pandemic. The purpose of this Interagency Agreement is
to provide a means for the Washington County Health Department to reimburse the
Board, or any agency thereof, to submit qualified invoices for reimbursement from
the Washington County Health Department.
Section III: Budget and Billing
A. Detailed Budget
To qualify for reimbursement, a purchase must be approved by the Washington
County Health Officer as necessary for the public health response within Washington
County in regards to the COVID-19 pandemic.
All such purchases must be approved by the Washington County Health Officer prior
to invoicing the Washington County Health Department for reimbursement
B. Availability of Funding
1. The amount stated in Sec. I D above for this IA is based on State General or Special
Funding levels and any applicable Federal Funds (see Section IV F) available as of
the approval date of the IA. If applicable State, Special or Federal funding is
reduced, this IA may be reduced in scope so that available funding is not
exceeded, or terminated under either Section III B 2 or IV L. 2.
2. If the General Assembly fails to appropriate funds, or if funds are not otherwise
made available for continued performance for any fiscal period of this IA
succeeding the first fiscal period, this IA shall be canceled automatically as of the
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beginning of the fiscal year for which funds were not appropriated or otherwise
made available; provided, however, that this will not affect either the WCHD’s
rights or the Board’s rights under any termination clause in this IA. The effect of
termination of the IA hereunder will be to discharge both the Board and the
WCHD from future performance of the IA, but not from their rights and
obligations existing at the time of termination. The Board shall be reimbursed for
the reasonable value of any non-recurring cost incurred but not amortized in the
price of the IA. The WCHD shall notify the Board as soon as it has knowledge
that funds may not be available for the continuation of this IA for each
succeeding fiscal period beyond the first.
C. Content of Invoices
As a condition of payment, the Board shall submit to the WCHD Agreement Monitor
itemized invoices which state at least the following information:
1. The Board’s, or the agency’s thereof, name and remittance address;
2. Amount of invoice, including itemized amounts for costs for which payment is
requested;
3. Reasonable backup documentation to support the invoice to include copies of
invoices for supplies and/or services being sought for reimbursement.
4. Dates or period covered by the invoice for costs incurred or services rendered;
5. Title of project or description of services rendered*; and
6. Federal Tax Identification Number.
* Each time the Board submits an invoice to the WCHD Agreement Monitor it must
be supported by adequate supporting documentation unless the invoice itself
contains sufficient detail to permit the WCHD Agreement Monitor to conclude that
the invoiced amount is appropriate and payment in that amount has been earned
under the terms of the IA.
D. Invoices: Payment Frequency and Required Supporting Documentation
1. Payment shall be made at the payment frequency as set forth below:
Single lump-sum payment upon the WCHD Agreement Monitor’s
acceptance of completion of performance as defined in the Scope of
Work.
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b. If payment will be made other than as a single lump-sum payment, the
payments will be made at the following frequency:
Monthly
Quarterly
Other, described as follows:
2. All payments will be made by the WCHD upon acceptance by the WCHD
Agreement Monitor of a proper Board invoice and adequate supporting
documentation, in electronic or hard copy fashion. Supporting
documentation shall be adequate, as determined by the WCHD Agreement
Monitor, to enable verification of amounts billed by the Board. Supporting
documentation consists of the following:
a. Documentation of Expenditures Incurred During the Billing Period
1. Actual salary and fringe benefits costs: A payroll expenditure report
that provides a detailed breakout of actual total salary and fringe
benefit costs paid or incurred during the billing period, itemized by
individual name and, if feasible, individual’s title. Such a payroll
expenditure report shall be either certified or attested to by an
appropriate Board representative as an accurate and true
representation of salary and benefits, as related to each individual,
paid during the billing period and charged on invoices submitted to
the WCHD.
2. If applicable, in addition to the foregoing, the Board shall provide
documentation as set forth in either (A) or (B) below:
A. For Salary/Benefits billed based on actual effort performed during
billing period: Documentation of actual hours worked or actual
percentage of total effort spent, during the billing period and related
to this IA. Such documentation shall be either certified or attested to
by a Board representative as an accurate and true representation of
each individual’s actual hours worked or actual percentage of total
effort expended, as related to this IA, incurred during the billing
period and charged on invoices submitted to the WCHD.
B. For Salary/Benefits billed as Fixed Percentage of actuals: Certified
effort reports shall be provided that attest to the level of effort
expended on services provided as a part of this IA, for each individual
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billed under this IA. Such reports shall be provided semi-annually or
more frequently if applicable, for each individual billed.
3. Consultant/Subcontractor Costs: Paid consultant/subcontractor
invoices for which reimbursement is being requested.
4. Other Direct Costs: Itemized detail of travel expenses incurred by
individuals or other direct costs (e.g., supplies) billed by the Board and
related to this IA. The itemized detail of such expenditures may be
provided in a report from the Board’s general ledger or accounts
payable system. If provided in such a manner, such documentation
shall be either certified or attested to by an appropriate Board
representative as a report from the Board’s general ledger or accounts
payable system that represents actual expenditures paid, as related to
this IA, incurred during the billing period and charged on invoices
submitted to the WCHD. If such a report is not submitted to fulfill this
requirement, the Board must submit individuals’ expense vouchers,
copies of related invoices paid or other receipts for any individual
costs exceeding $500.
5. Additional Requested Documentation: If the WCHD has concerns
regarding an amount billed on an invoice, the WCHD Agreement
Monitor may request additional support documentation from the
Board such as invoices, travel expense vouchers, or other receipts.
b. Documentation of Deliverables and Services Provided During the Billing
Period
1.) All deliverables due during the period billed shall be presented to the
WCHD Agreement Monitor upon submission of the invoice, if not
previously provided. This includes deliverables due from the Board or
its subcontractors for services provided under the IA, as any acceptance
criteria may be identified in the Scope of Work.
2.) If for certain tasks, or in general, there are no deliverables due, the
WCHD Agreement Monitor may request additional documentation to
confirm delivery of services provided during the billing period.
3. The WCHD may withhold payment of an invoice until the WCHD receives and
approves all supporting documentation, including any additional
documentation requested.
E. Billing Addresses
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Invoices are to be sent to the WCHD Agreement Monitor identified in Sec. V.
If identified below, a copy (which shall be marked ‘copy’) shall also be sent to:
Section IV: Mandatory Provisions
A. Nondiscrimination in Employment
The Board agrees:
1. Not to discriminate in any manner against an employee or applicant for
employment because of race, color, religion, creed, age, sex, sexual
orientation, gender identification, marital status, national origin, ancestry,
genetic information, or any otherwise unlawful use of characteristics, or
disability of a qualified individual with a disability unrelated in nature and
extent so as reasonably to preclude the performance of the employment, or
the individual’s refusal to submit to a genetic test or make available the
results of a genetic test;
2. To include a provision similar to that contained in Subsection 1 above in any
underlying subcontract except a subcontract for supplies or raw materials; and
3. To post and to cause subcontractors to post in conspicuous places available to
employees and applicants for employment, notices setting forth the
substance of this clause.
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B. Equal Access
The Board shall provide equal access to public services to individuals with limited
English proficiency in compliance with MD. Code Ann., State Government Article,
§10-1101 et seq., and Policy Guidance issued by the Office of Civil Rights,
Department of Health and Human Services, and MDH Policy 02.06.07.
C. Subcontracting
1. Unless otherwise provided in Attachment B (the Budget), the Board may not
during the term of this IA or any renewals or extensions of this IA, assign or
subcontract all or any part of this IA without the prior written consent of the
WCHD Agreement Monitor.
2. The Board shall itself perform work at a value of not less than fifty percent
(50%) of the total amount agreed upon to be paid by the WCHD to the Board
under the terms of this IA, including the cost of commodity acquisition. The Board
shall assure that all subcontractors shall be bound by the provisions contained in
this IA between the parties.
D. Data – Ownership and Use
1. The WCHD retains all ownership rights associated with data that the WCHD
may provide to the Board. The Board shall not use, sell, sub-lease, assign, give,
or otherwise transfer to any third party such data, except that the Board may
provide such data to its officers, employees and subcontractors required to
have such data for fulfillment of the Board’s obligations under this IA. The
Board’s officers, employees and subcontractors receiving such data shall be
advised by the Board of the WCHD’s ownership rights and be bound by the
WCHD’s ownership rights.
2. The Board retains all ownership rights associated with data that it created prior
to or outside of this IA.
3. All data created or generated by the Board in the performance of this IA shall
be the sole property of the WCHD and shall be available to the WCHD at any
time for the WCHD’s use without restriction and without compensation to the
Board other than the compensation specifically provided by this IA.
4. The WCHD shall have the exclusive right to use, duplicate, disclose and publish
any data that may be created or generated by the Board in connection with
this IA. The WCHD hereby grants to the Board the right to use or duplicate
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data created or generated by the Board in support of internal, non-
commercial analysis and academic or other educational purposes subject to
the terms and conditions of Section IV(E)(4).
E. Research Results – Ownership, Licenses to Use, Publication and Commercialization
1. Research Results means all inventions, discoveries, copyrightable works,
software, policy recommendations, tangible materials and information that
are conceived of, first reduced to practice, collected or created in the
performance of this IA.
2. Ownership – The WCHD will own all rights, title to and interests in any and all
Research Results that are created, conceived of, reduced to practice or
authored solely by WCHD employees. Subject to the ownership of the U.S.
Government, if applicable, the Board will own all rights, title to and interests in
any and all Research Results that are created, conceived of, reduced to
practice or authored solely by the Board’s employees. The WCHD and the
Board will jointly own all rights, title to and interests in any and all Research
Results that are created, conceived of, reduced to practice or authored jointly
by WCHD and the Board’s employees.
3. License to use - Each Party agrees to grant and hereby grants to the other
Party a nonexclusive, nontransferable, nonassignable, royalty-free right and
license to use Research Results in support of internal, non-commercial
analysis and academic or other educational purposes.
4. Disclosure or publication - The WCHD and the Board recognize that Research
Results may have merit worthy of disclosure or publication. At the same time,
the Parties recognize that they may have competing interests in the
publication of proprietary, sensitive or confidential Research Results. The
Parties agree that either party may be permitted to propose the disclosure or
publication of de-identified Research Results in discussions at public symposia
or professional meetings, and to publish same in journals, theses,
dissertations or other publications or presentations. The Parties further agree
that the Party proposing the disclosure or publication will provide the other
Party a copy of any proposed publication or presentation 60 days in advance
for review and comment. In the event the Parties are unable to agree to the
proposed disclosure or publication, the matter shall be referred to the
signatories to this IA, or their successors or superiors, for resolution.
5. Commercialization - In the case where there is a prospective publicly beneficial
commercial use(s) of jointly developed Research Results and a Party or the
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Parties desires to develop this commercial use, then in such case, WCHD and
the Board shall negotiate in good faith reasonable terms and conditions
agreeable to both WCHD and the Board to allow the Parties to enter into a
commercial licensing agreement.
F. Federal Funding Acknowledgment
1. This IA does or does not contain federal funds.
2. If contained, the source of these federal funds is:
The Data Universal Numbering System (DUNS) Number is _______________________.
3. There are or are not programmatic conditions that also apply to this IA,
regardless of the type of funding. If applied, these conditions are also identified
in Section VI and provided as attachments.
G. Debarment Affirmation
1. If Federal funds support the activities of this IA (see paragraph F herein), the
Board acknowledges, per the United States Office of Management & Budget’s
Uniform Guidance section 2 CFR 200.213, Suspension and Debarment, the
following obligations of Federal granting agencies regarding debarment and
suspension:
“Non-federal entities are subject to the non-procurement debarment and
suspension regulations implementing Executive order 1259 and 12689, 2 CFR
part 180. These regulations restrict awards, subawards and contracts with
certain parties that are debarred, suspended or otherwise excluded from or
ineligible for participation in Federal assistance programs or activities.
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Agencies shall also establish procedures to provide for effective use and/or
dissemination of the list to assure that their grantees and sub-grantees
(including contractors) at any tier do not make awards in violation of the non-
procurement debarment and suspension common rule.”
2. The Board also acknowledges and agrees to comply with the requirements of
Title 16 of the State Finance and Procurement Article of the Annotated Code
of Maryland.
H. Document Retention and Inspection
The Board shall retain all records and documents relating to this IA for a period in
accordance with any applicable statute of limitations or federal retention
requirements. At a minimum, all records and documents related to this
IA shall be retained for a period of five years after the final payment by the WCHD
or expiration of the term of any federal grant identified in Section IV, whichever is
longer, and shall make them available for inspection and audit until any audit is
completed by authorized representatives of the WCHD. All records related in any
way to the IA are to be retained for the entire time period. In addition, in the
event of an audit, the Board shall provide assistance to the WCHD, without
additional compensation, to identify, investigate and reconcile any audit
discrepancies or variances. This provision shall survive expiration or termination
of the IA.
I. Maryland Law This IA shall be construed, interpreted and enforced according to the laws of the
State of Maryland.
J. Compliance with Laws
The Board represents and warrants that it shall comply with all federal, State and
local laws, regulations, and ordinances applicable to its activities and obligations
under this IA.
K. Information Technology
The Board agrees to abide by all applicable federal, State and local laws
concerning information security and comply with current State and Department of
Information Technology information security policy currently found at
http://doit.maryland.gov/Publications/DoITSecurityPolicy.pdf unless the Board is a
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part of the University System of Maryland (USM), in which case the Board agrees
to comply with USM security policy. The Board agrees to notify the WCHD's
Agreement Monitor within twenty-four hours of the discovery of any
unauthorized access of any the Board’s system that accesses, processes or stores
WCHD data or works created as a deliverable under this IA.
L. Termination
1. Termination for Cause
If the Board fails to fulfill its obligations under this IA properly and on time, or
otherwise violates any provision of the IA, the WCHD may terminate the IA by
written notice to the Board. The notice shall specify the acts or omissions
relied upon as cause for termination. All finished or unfinished work provided
by the Board shall, at the WCHD’s option, become the WCHD’s property,
however, nothing in this section will alter the ownership rights of each party as
provided in Section IV(D)&(E). The WCHD shall pay the Board fair and
equitable compensation for satisfactory performance prior to receipt of notice
of termination for cause, less the amount of damages caused by the Board’s
breach. If the damages are more than the compensation payable to the Board,
the Board will remain liable after termination and the WCHD can affirmatively
collect damages. This provision may be subject to the limitations set forth by
law in the Maryland Tort Claims Act, Maryland Code, State Government Article,
Title 12.
2. Termination for Convenience
The performance of work under this IA may be terminated by the WCHD in
accordance with this clause in whole, or from time to time in part, whenever
the WCHD shall determine that such termination is in the best interest of the
WCHD. The WCHD will pay all reasonable costs associated with this IA that
the Board has incurred up to the date of termination, and all reasonable costs
associated with termination of the IA. In the event of a Termination for
Convenience, the Board shall receive sixty (60) days’ advance notice of the
termination.
M. Ownership of Property Acquired
The Board shall obtain prior written approval of the WCHD Agreement
Monitor for any purchase of assets with funds paid under this IA, excluding
ordinary office supplies, unless such purchase is described in the Board’s
Budget. Title to equipment purchased with funds available under this IA
12
February 2018
having an acquisition cost of $500 or more per unit and a useful life of more
than one year ("Capital Equipment") shall vest in the WCHD upon acquisition.
All Capital Equipment purchased with funds from this IA shall be used primarily
for work under this IA. Prior written approval of the WCHD Agreement Monitor
shall be required for use of the equipment, on a non-interference basis, for
other work of the Board. The Board shall use all reasonable effort to care for
and maintain the equipment. Upon termination of this IA, the WCHD
Agreement Monitor shall determine what disposition shall be made of the
equipment and shall so notify the Board within thirty (30) days. The Board’s
Agreement Monitor shall report its acquisition of Capital Equipment covered by
this IA to the WCHD Agreement Monitor annually for IAs that last three or more
years and upon completion of the IA or the last renewal of this IA.
N. Modifications to this IA
Modifications to this IA must be made only in writing and be signed by the
authorized representative of each Party.
Section V: Representatives
The WCHD Agreement Monitor is the primary point of contact within the WCHD for
matters relating to this IA. The WCHD Agreement Monitor shall contact the Board’s
Agreement Monitor immediately if the WCHD is unable to fulfill any of the requirements
of, or has any questions regarding the provisions of the IA. The WCHD Agreement
Monitor shall be:
The Board Agreement Monitor is the Board’s primary point of contact for matters
relating to this IA. The Board’s Agreement Monitor shall contact the WCHD Agreement
13
February 2018
Monitor immediately if the Board is unable to fulfill any of the requirements of, or has
any questions regarding the provisions of the IA. The Board’s Agreement Monitor shall
be:
Section VI: Schedule of Attachments Incorporated by Reference
Both parties hereby agree that the documents described below are attached to this IA
and hereby incorporated into and made an integral part of this IA:
Title of Document(s)
Additional Attachments (optional):
____________________________________________________________________________________________
14
February 2018
Section VII: Signatures
In acknowledgment of the foregoing description of the services and requirements of
this IA, these authorized signatories of the WCHD and the Board do hereby attest to
their acceptance of the terms and conditions of this IA, entitled
CARES ACT 2020 – COVID 19 Response Reimbursement (F903C)
(internal OPASS use only)
15
February 2018
FEIN No.
Open Session Item
SUBJECT: FY22 Family Law Fund – Approval to Submit Application and Accept Awarded Funding
PRESENTATION DATE: July 21, 2020
PRESENTATION BY: Kristin Grossnickle, Court Administrator, Circuit Court for Washington
County and Allison Hartshorn, Grant Manager, Office of Grant Management
RECOMMENDED MOTION: Move to approve the submission of the FY22 Family Law Fund
application in the amount of $319,756 and accept awarded funding.
REPORT-IN-BRIEF: This grant program provides funds from the Department of Juvenile and
Family Service’s Grant program of the Maryland Judiciary (DJFS), each year to Washington County
Circuit Court to deliver appropriate services available for low income families who appear before the
court to resolve family legal matters. Each court within the State of Maryland is required by Maryland
Rules 16-204, to have a family support services division to implement the goals and objectives as set
forth by the DJFS.
DISCUSSION: Through the Department of Family Service Grant program the following services are
funded in the Washington County Circuit Court: salary and fringe benefits of the Family Support
Services Coordinator and Permanency Planning Liaison, Family Law Advice Clinic, and as funding
allows, Family Services Programs such as parent education classes, custody evaluations, children’s
attorney, mental health/substance abuse evaluations, parenting coordinators, Alternative Dispute
Resolution (ADR)/Mediation, and supervised visitation. The Office of Grant Management has
reviewed the grant funding guidelines. This grant is annually recurring. The funder caps pay increases
at 3.5%, if there are any pay increases in FY22 in excess of 3.5% the Circuit Court would need to
allocate funds within its approved budget for this expense.
FISCAL IMPACT: Provides $319,756 for the Washington County Circuit Court’s Family Court
Program.
CONCURRENCES: Susan Buchanan, Director, Office of Grant Management
ALTERNATIVES: Deny approval for submission of this request
ATTACHMENTS: N/A
AUDIO/VISUAL NEEDS: N/A
Board of County Commissioners of Washington County, Maryland
Agenda Report Form
Open Session Item
SUBJECT: Budget Adjustment – Cascade Town Centre
PRESENTATION DATE: July 21, 2020
PRESENTATION BY: Sara Greaves, CFO; Andrew Eshleman, Director of Public Works
RECOMMENDED MOTION: Move to approve a budget adjustment for the Cascade Town
Centre for FY21
REPORT-IN-BRIEF: The adopted FY2021 budget for Cascade Town Centre was developed under
the premise that the property would be sold as of July 1, 2020. Due to the delay, the County must
revise the budget.
DISCUSSION: Current legal matters must be resolved prior to the sale of Cascade Town
Centre. The County has reviewed the budget and accounted for six months of additional
operating costs. The original budget for FY21 was $183,650. The revised budget is $481,230.
For FY21, $88,350 will be transferred from the General Fund into the Cascade Town Centre
fund. The remaining costs will be covered by FY20 fund balance for Cascade Town Centre.
FISCAL IMPACT: $297,580
CONCURRENCES: N/A
ALTERNATIVES: N/A
ATTACHMENTS: Budget Adjustment Form
AUDIO/VISUAL TO BE USED: N/A
Board of County Commissioners of Washington County, Maryland
Agenda Report Form
Department Head Authorization
Budget & Finance Director Approval
County Administrator Approval
Required > $ 25,000 with date
Washington County, Maryland
Budget Adjustment Form
Explain
Budget Adjustment
Budget Transfer - Moves revenues or expenditures from one account to another or between budgets or funds.
Budget Amendment - Increases or decrease the total spending authority of an accounting fund or department
County Commissioners Approval
Transaction/Post -Finance
Deputy Director - Finance
Preparer, if applicable
Expenditure /
Account Number
Fund
Number
Department
Number Project Number Grant Number Activity Code Department and Account Description Increase (Decrease)
+ / -
Required approval with date
Required approval with date
If applicable with date
Required approval with date
Division Director / Elected Official Authorization
Required Action by
County Commissioners No Approval Required Approval Required Approval Date if
Known
Print Form
Kimberly K Edlund Digitally signed by Kimberly K Edlund
Date: 2020.07.09 12:09:56 -04'00'
he sale of Cascade has been delayed and a budget adjustment is needed to fund the cost of one employee for 6 months along with operating costs.
490060 22 00000 Cascade - Contributions from Residents -12,500
490090 22 00000 Cascade - Fund Balance Reserve 221,730
500000 22 22020 Cascade - Full time wages 41,280
500100 22 22020 Cascade - FICA 4,150
500120 22 22020 Cascade - Health insurance 4,450
500125 22 22020 Cascade - Other insurance 500
500130 22 22020 Cascade - Pension 10,370
500140 22 22020 Cascade - Workers Comp 2,660
500170 22 22020 Cascade - Personal Development 120
Jul 9, 2020
Andrew Eshleman Digitally signed by Andrew Eshleman
Date: 2020.07.09 14:19:15 -04'00'
Expenditure /
Account Number
Fund
Number
Department
Number Project Number Grant Number Activity Code Account Description Increase (Decrease)
+ / -
500171 22 22020 Cascade - Employee Recognition 90
500172 22 22020 Cascade - Team Building 30
500140 22 22020 Cascade - Office Supplies 380
505160 22 22020 Cascade - Personal Mileage 50
505200 22 22020 Cascade - Safety Equipment 100
505240 22 22020 Cascade - Entertainment /Business Exp 500
510010 22 22020 Cascade - Fleet Insurance 2,500
510020 22 22020 Cascade - Property & Casualty Insurance 7,000
515270 22 22020 Cascade - Maintenance Contract Services 75,000
515315 22 22020 Cascade - Security Services 1,750
525020 22 22020 Cascade - Janitorial Supplies 250
525040 22 22020 Cascade - Small Tools and Equipment 250
526020 22 22020 Cascade - Building Maintenance 5,000
526040 22 22020 Cascade - Equipment Maintenance 10,000
526110 22 22020 Cascade - Snow Removal Materials 500
527030 22 22020 Cascade - Diesel Fuel 500
527040 22 22020 Cascade - Diesel Fuel Tax 50
527050 22 22020 Cascade - Auto Fluids 250
527060 22 22020 Cascade - Auto Gasoline 2,000
527090 22 22020 Cascade - Auto Repairs 1,000
527100 22 22020 Cascade - Auto Tires 300
Department Head Authorization
Budget & Finance Director Approval
County Administrator Approval
Required > $ 25,000 with date
Washington County, Maryland
Budget Adjustment Form
Explain
Budget Adjustment
Budget Transfer - Moves revenues or expenditures from one account to another or between budgets or funds.
Budget Amendment - Increases or decrease the total spending authority of an accounting fund or department
County Commissioners Approval
Transaction/Post -Finance
Deputy Director - Finance
Preparer, if applicable
Expenditure /
Account Number
Fund
Number
Department
Number Project Number Grant Number Activity Code Department and Account Description Increase (Decrease)
+ / -
Required approval with date
Required approval with date
If applicable with date
Required approval with date
Division Director / Elected Official Authorization
Required Action by
County Commissioners No Approval Required Approval Required Approval Date if
Known
Print Form
Kimberly K Edlund Digitally signed by Kimberly K Edlund
Date: 2020.07.09 12:10:54 -04'00'
535010 22 00000 Cascade - Copy Machine Rental 750
535060 22 00000 Cascade - Uniforms 500
540010 22 22020 Cascade - Wireless Communication 600
545010 22 22020 Cascade - Electric 32,500
545015 22 22020 Cascade - Heating Oil 5,000
545030 22 22020 Cascade - Propane Gas 10,000
545040 22 22020 Cascade - Sewer 75,000
545050 22 22020 Cascade - Waste/Trash Disposal 1,000
545060 22 22020 Cascade - Water 1,000
Jul 9, 2020
Andrew Eshleman Digitally signed by Andrew Eshleman
Date: 2020.07.09 14:20:05 -04'00'
Expenditure /
Account Number
Fund
Number
Department
Number Project Number Grant Number Activity Code Account Description Increase (Decrease)
+ / -
582060 22 22020 Cascade - Fire Extinguishers 200
500000 10 10930 General Fund - Court House - FT Wages -10,130
500100 10 10930 General Fund - Court House - FICA -780
500130 10 10930 General Fund - Court House - Pension -2,640
500140 10 10930 General Fund - Court House - WC -300
500125 10 10930 General Fund - Court House - Other Insurance -100
500120 10 10930 General Fund - Court House - Health 600
502000 10 91022 General Fund - Operating Transfer Cascade 88,350
490045 22 00000 Operating Transfer 88,350
501050 10 12700 General Fund - Bond Interest -75,000
Open Session Item
SUBJECT: Audit and Agreed-Upon Procedures Presentation
PRESENTATION DATE: July 21, 2020
PRESENTATION BY: Chris Lehman, Engagement Partner
RECOMMENDATION: For informational purposes only.
REPORT-IN-BRIEF: The external independent auditors will review the scope of services, the
audit and AUP process, and any required communications.
DISCUSSION: On October 29, 2019, the BOCC awarded the contract for Emergency Services
Special Procedures and Auditing Services to SB & Company (SBC). SBC performed a set of
special procedures and an audit of the financial statements of eight (8) independent emergency
services companies and the Washington County Volunteer Fire & Rescue Association.
Washington County Volunteer Fire & Rescue Association
Williamsport Volunteer Fire and EMS Company
Sharpsburg EMS Company
Volunteer Fire & EMS of Halfway
Clear Spring Ambulance Club
Hancock Rescue Squad
Boonsboro Ambulance and Rescue Company
Community Rescue Service Company
Smithsburg Emergency Medical Services
The work performed was in relation to the companies’ 2018 financial statements, the most
recently completed year for all companies as of the time of procurement.
FISCAL IMPACT: N/A
CONCURRENCES: N/A
ALTERNATIVES: N/A
ATTACHMENTS: Power point
AUDIO/VISUAL NEEDS: None
Board of County Commissioners of Washington County, Maryland
Agenda Report Form
Presentation to the Board of County Commissioners
July 21, 2020
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
2
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
SCOPE OF PROCEDURES
Audit and agreed-upon procedures for the following EMS companies:
Company Year End
WC Volunteer Fire & Rescue Association 6/30/2018
Williamsport Volunteer Fire & EMS Company 6/30/2018
Sharpsburg EMS Company 6/30/2018
Volunteer Fire & EMS of Halfway 6/30/2018
Clear Spring Ambulance Club 12/31/2018
Hancock Rescue Squad 12/31/2018
Boonsboro Ambulance and Rescue Company 6/30/2018
Community Rescue Service Company 6/30/2018
Smithsburg Emergency Medical Services 6/30/2018
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
Agreed Upon Procedures
4
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
A GREED-UPON PROCEDURES SUMMARY
Step Summary of Objective Summary of Procedure
A Identify employee benefit programs and policy Discussed with management/obtained and read policies
Bi Timely 401k deferrals and remittance Recalculated for two pay periods and inspected deposit dates
Bii Employer 401k contribution calculation and remittance Recalculated for two pay periods and inspected deposit dates
Biii Availability of Summary Plan Description, Summary Annual Report, 5500 Obtained and read documents
Ci Review W2's and 1099's for appropriate reporting of either employee or contractor Obtained and read W2's and 1099's
Cii Overtime and compensatory accruals are calculated in accordance with DOL standards Recalculated overtime and compensatory time for two pay periods
Ciii Test 100% of employees for year-end compensatory time carryover/loss according to policy Recalculated compensatory time as of year end
Di Report whether payroll is processed internally or outsourced Observation, inquires and walkthroughs
Dii Report any material weakness in internal control Performed financial statement audit procedures
Ei Determine if Board members are independent Observation, inquires and walkthroughs
Eii Determine if Board members are required to approve certain transactions Observation, inquires and walkthroughs
Eiii Determine if Board members are required to sign checks Observation, inquires and walkthroughs
Eiv Determine level of reporting to the Board Observation, inquires and walkthroughs
Ev Determine activities routinely reported to the Board Observation, inquires and walkthroughs
F Review and report on budget process Observation, inquires and walkthroughs
5
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
AGREED-UPON PROCEDURES SUMMARY
Step Summary of Objective Summary of Procedure
G Review and report on payable process Observation, inquires and walkthroughs
H Conduct a review using a sample of 10% of expenditures over $1,000 Obtained invoices and check copies
I Conduct a review using a sample of 5% of the population under $1,000 Obtained invoices and check copies
J Conduct a review of 100% of overnight and out of county travel expenditures Inquiries, review of general ledger, obtained invoices and check copies
K Report on related party transactions Review vendors/names on vendor listing and 990 compared to general ledger
Li Report on controls and procedures for cash deposits including timelines of deposits Performed financial statement audit procedures
Lii Report on membership drive revenue recorded in ledger and compare to donation list Reconciliation
Liii Review and report on bank reconciliation procedures Obtained bank reconciliations for year end, ageed balances to ledger/statements
Mi Determine and report upon the run sheet reconciliation process Observation, inquires and walkthroughs
Mii Determine and report upon daily, weekly, or monthly call review Reconciliation
Miii Determine and report how patient care reports are processed Observation, inquires and walkthroughs
N Report on any volunteer pay found for time spent on fundraising activities Observation, inquires and walkthroughs
O Review and report on the 990 Obtained and read the 990
6
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
AGREED-UPON PROCEDURES RESULTS
Company A Bi Bii Biii Ci Cii Ciii Di Dii Ei Eii Eiii Eiv Ev
WC Volunteer Fire & Rescue Association
Williamsport Volunteer Fire & EMS Company
Sharpsburg EMS Company
Volunteer Fire & EMS of Halfway
Clear Spring Ambulance Club
Hancock Rescue Squad
Boonsboro Ambulance and Rescue Company
Community Rescue Service Company
Smithsburg Emergency Medical Services
Procedure did not apply to company
Agreed Upon Procedure Step
Key
Finding noted
No finding noted
7
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
AGREED-UPON PROCEDURES RESULTS
Company F G H I J K Li Lii Liii Mi Mii Miii N O
WC Volunteer Fire & Rescue Association
Williamsport Volunteer Fire & EMS Company
Sharpsburg EMS Company
Volunteer Fire & EMS of Halfway
Clear Spring Ambulance Club
Hancock Rescue Squad
Boonsboro Ambulance and Rescue Company
Community Rescue Service Company
Smithsburg Emergency Medical Services
Key
Finding noted
No finding noted
Procedure did not apply to company
Agreed Upon Procedure Step
8
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
FINDINGS BY CATEGORY
Company
Material
Weaknesses
Identified
Bank
reconciliations
Journal
entries
needed -
Significant
deficiency
Retirement
plan
calculations
Benefits Policy/
Documentation
Membership
drive
reconciliation
W2/ 1099
Reporting and
Documentation
Improper
Related Party
Transactions
WC Volunteer Fire & Rescue Association
Williamsport Volunteer Fire & EMS Company
Sharpsburg EMS Company
Volunteer Fire & EMS of Halfway
Clear Spring Ambulance Club
Hancock Rescue Squad
Boonsboro Ambulance and Rescue Company
Community Rescue Service Company
Smithsburg Emergency Medical Services
No finding noted
Key
Finding noted
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
Financial Statement Audits
10
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
11
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
SIGNIFICANT RISKS AND AUDIT AREAS
▪Cash and cash reconciliations
▪Investment valuation
▪Collectability of accounts receivable
▪Fixed asset accounting
▪Completeness of liabilities
▪Debt accounting
▪Recording of revenue and expenses
12
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
FINANCIAL STATEMENT RESULTS
Company Opinion Proposed Entries
Material
weaknesses
identified?
Significant
deficiencies
identified?
WC Volunteer Fire & Rescue Association Unmodified Cash No No
Williamsport Volunteer Fire & EMS Company Unmodified Year end payables and payroll accruals No Yes
Sharpsburg EMS Company Unmodified Year end receivable, payables and payroll accruals No Yes
Volunteer Fire & EMS of Halfway Unmodified Year end receivable, payables and payroll accruals No Yes
Clear Spring Ambulance Club Unmodified Year end payroll accruals No Yes
Hancock Rescue Squad Unmodified Year end payables and payroll accruals Yes Yes
Boonsboro Ambulance and Rescue Company Unmodified Year end receivable, payables and payroll accruals No Yes
Community Rescue Service Company Unmodified None No No
Smithsburg Emergency Medical Services Unmodified
Cash, prepaid expenses, payables and payroll
accruals Yes Yes
13
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
FINANCIAL STATEMENT HIGHLIGHTS
Company Assets Liabilities Net Assets
WC Volunteer Fire & Rescue Association 326,906$ 68,225$ 258,681$
Williamsport Volunteer Fire & EMS Company 3,271,829 1,164,137 2,107,692
Sharpsburg EMS Company 1,718,896 825,904 892,992
Volunteer Fire & EMS of Halfway 2,325,028 1,207,729 1,117,299
Clear Spring Ambulance Club 1,263,182 44,756 1,218,426
Hancock Rescue Squad 1,566,078 587,474 978,604
Boonsboro Ambulance and Rescue Company 796,285 42,040 754,245
Community Rescue Service Company 5,229,442 576,726 4,652,716
Smithsburg Emergency Medical Services 583,817 105,768 478,049
14
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
FINANCIAL STATEMENT HIGHLIGHTS
Company Revenue Expenses
Change in
Net Assets Depreciation
Debt Service
(Principal and
interest)
WC Volunteer Fire & Rescue Association 1,089,744$ 1,120,534$ (30,790)$ 6,788$ -$
Williamsport Volunteer Fire & EMS Company 1,586,453 1,714,779 (128,326) 240,593 161,859
Sharpsburg EMS Company 713,081 793,056 (79,975) 66,558 56,227
Volunteer Fire & EMS of Halfway 3,628,588 3,609,452 19,136 210,246 211,535
Clear Spring Ambulance Club 510,440 622,137 (111,697) 75,422 -
Hancock Rescue Squad 729,059 755,633 (26,574) 120,897 75,971
Boonsboro Ambulance and Rescue Company 763,672 817,278 (53,606) 23,951 -
Community Rescue Service Company 4,269,924 4,355,589 (85,665) 281,521 75,773
Smithsburg Emergency Medical Services 902,161 1,261,875 (359,714) 113,297 34,156
15
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
MATERIAL WEAKNESSES
•Definition-A deficiency, or combination of deficiencies, in internal
control, such that there is a reasonable possibility that a material
misstatement of the entity's financial statements will not be
prevented or detected and corrected on a timely basis.
•Smithsburg Emergency Medical Services
•Bank reconciliations not completed (fraud risk)
•Lack of controls and monitoring around payroll process
•Payroll related accruals not recorded at year end
•Hancock Rescue Squad
•All bank reconciliations not completed on monthly basis
(fraud risk)
•Single general ledger not maintained during fiscal year
•Significant year end adjustments
•Payroll related accruals not recorded at year end
16
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
SIGNIFICANT DEFICIENCIES
•Definition-A deficiency, or a combination of deficiencies, in internal
control that is less severe than a material weakness, yet important
enough to merit attention by those charged with governance.
•Williamsport Volunteer Fire & EMS Company
•Year end payables and payroll related accruals
•Sharpsburg EMS Company
•Year end receivable, payables and payroll related
accruals
•Volunteer Fire & EMS of Halfway
•Year end receivable, payables and payroll related
accruals
•Clear Spring Ambulance Club
•Year end payroll accruals
17
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
SIGNIFICANT DEFICIENCIES
•Hancock Rescue Squad
•Year end payables
•Boonsboro Ambulance and Rescue Company
•Year end receivable, payables and payroll related
accruals
•Smithsburg Emergency Medical Services
•Year end payables and payroll related accruals
•Write-off of prepaid assets
18
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
ENGAGEMENT TEAM
CONTACT INFORMATION
Chris Lehman
Engagement Partner
Office: (410) 584-2201
Mobile: (301) 785-7408
clehman@sbandcompany.com
Executive Assistant:
Susan Teneza
Office: (410) 584-9303
Email: steneza@sbandcompany.com
Baltimore Office:
10200 Grand Central Avenue
Suite 250
Owings Mills, MD 21117
410.584.0060
Washington, DC Office:
1200 G Street, NW
Suite 821
Washington, DC 20005
202.803.2335
Philadelphia Office:
1500 Market Street
Suite 1200
Philadelphia, PA 19102
215.665.5749
Richmond Office:
6802 Paragon Place
Suite 410
Richmond, VA 23230
804.441.6206
South Florida Office:
4000 Hollywood
Suite 555-S
Hollywood, FL 33021
954.843.3477
K n o w l e d g e ∙Q u a l i t y ∙C l i e n t S e r v i c e
Open Session Item
SUBJECT: Bonnard J. & Peggy R. Morgan Rural Legacy Program (RLP) Easement
PRESENTATION DATE: July 21, 2020
PRESENTATION BY: Chris Boggs, Land Preservation Planner, Dept. of Planning & Zoning
RECOMMENDED MOTION: Move to approve the Bonnard J. & Peggy R. Morgan RLP Easement
project, in the amount of $28,066.64 for 10.47 easement acres, paid for 100% by the Maryland Department
of Natural Resources, and to adopt an ordinance approving the easement purchase and to authorize the
execution of the necessary documentation to finalize the easement purchase.
REPORT-IN-BRIEF: The Morgan property is located on Snyders Landing Rd., Sharpsburg, and the
easement will serve to permanently preserve a valuable scenic, environmental and historic property in the
County. The parcel is made up of woodland and will aid in buffering the Potomac River. It lies in a part
of Washington County that was heavily trafficked during the Civil War and the Battle of Antietam.
The property is in an area of the County contiguous to thousands of acres of preserved farmland near
Antietam Battlefield and will aid in expanding the current block of protected lands. Two (2) development
rights will be extinguished with this easement. There are no dwellings on the property.
DISCUSSION: Since 1998, Washington County has been awarded more than $23 million to purchase
Rural Legacy easements on more than 7,000 acres near Antietam Battlefield in the Rural Legacy Area. RLP
is a sister program to the Maryland Agricultural Land Preservation Program (MALPP) and includes the
protection of environmental and historic features in addition to agricultural parameters. RLP uses an
easement valuation system (points) to establish easement value rather than appraisals used by MALPP. For
FY 2020, Washington County was awarded RLP grants totaling $1,502,982. The Morgan RLP Easement
will use part those funds. Easement applicants were previously ranked based on four main categories: the
number of development rights available, the quality of the land/land management (agricultural component),
natural resources (environmental), and the historic value.
FISCAL IMPACT: RLP funds are 100% State dollars, mainly from DNR Open Space funds. In addition
to the easement funds, we receive up to 3% of the easement value for administrative costs, a mandatory
1.5% for compliance/monitoring costs, and funds to cover all of our legal/settlement costs.
CONCURRENCES: Both the State RLP Board and the State Department of Natural Resources (DNR)
staff have approved and support our program. A final money allocation will be approved by the State Board
of Public Works.
ALTERNATIVES: If Washington County rejects State funds for RLP, the funds will be allocated to other
counties in Maryland.
ATTACHMENTS: Aerial Map, Location Map, Ordinance
AUDIO/VISUAL NEEDS: N/A
Board of County Commissioners of Washington County, Maryland
Agenda Report Form
() F—Morgan -location
Washington County, Maryland
.:
1 OF 4
ORDINANCE NO. ORD-2020-
AN ORDINANCE TO APPROVE THE PURCHASE OF A CONSERVATION
EASEMENT UNDER THE MARYLAND RURAL LEGACY PROGRAM
(Re: Morgan RLP Easement)
RECITALS
1. The Maryland Rural Legacy Program (“RLP”) provides the funding necessary to
protect large, contiguous tracts of land and other strategic areas from sprawl development and to
enhance natural resource, agricultural, forestry and environmental protection through cooperative
efforts among State and local governments.
2. Protection is provided through the acquisition of easements and fee estates from
willing landowners and the supporting activities of Rural Legacy Sponsors and local, State, and
federal governments.
3. For FY 2020, Washington County (the "County") was awarded a RLP grant
totaling $1,502,982.00 (the "RLP Funds").
4. Bonnard J. and Peggy R. Morgan are the fee simple owners of real property
consisting of 10.47 acres, more or less, (the “Property”) in Washington County, Maryland. The
Property is more particularly described on Exhibit A attached hereto.
5 The County has agreed to pay the sum of approximately Twenty-Eight Thousand
Sixty-Six Dollars and Sixty-Four Cents ($28,066.64), which is a portion of the RLP Funds, to the
Property Owner for a Deed of Conservation Easement on the Property (the “Morgan RLP
Easement”).
THEREFORE, BE IT ORDAINED by the Board of County Commissioners of Washington
County, Maryland, that the purchase of a conservation easement on the Property be approved and
that the President of the Board and the County Clerk be and are hereby authorized and directed to
execute and attest, respectively, all such documents for and on behalf of the County relating to the
purchase of the Morgan RLP Easement.
ADOPTED this ____ day of __________________, 2020.
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ATTEST: BOARD OF COUNTY COMMISSIONERS
OF WASHINGTON COUNTY, MARYLAND
________________________ BY: _________________________________
Krista L. Hart, Clerk Jeffrey A. Cline, President
Approved as to legal sufficiency:
__________________________
B. Andrew Bright
Assistant County Attorney
Mail to:
Office of the County Attorney
100 W. Washington St., Suite 1101
Hagerstown, MD 21740
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EXHIBIT A
DESCRIPTION OF EASEMENT PROPERTY
All those tracts, lots or parcel of land, and all the rights, ways, privileges and
appurtenances thereunto belonging or in anywise appertaining, situate in Election District No. 1,
Washington County, Maryland, being more particularly described as follows;
PARCEL NO. 1, Tax Account No. 01-009222: All that parcel of land fronting
approximately 204 feet on the South side of the road leaving from Sharpsburg to Snyder’s
Landing in Election District No. 1, Washington County, Maryland, and more particularly
described as follows, according to a survey prepared by Fox & Associates, dated September 5,
1968, and as shown on Fox Drawing No. A-167, entitled “Parcel B, Chapline Estates”,
BEGINNING at an iron pin set in the first line of Parcel No. 2 in a Deed from Clara F. Line to
Victorine M. Morgan dated May 31, 1958, and recorded in Liber 336, folio 70 among the Land
Records of Washington County, Maryland, said iron pin also marking the Southeast corner of a
tract of land known as Parcel A, Chapline Estates, and running thence with the Eastern boundary
of “Parcel A” North 27 degrees 02 minutes East 789.28 feet to a point; thence North 27 degrees
02 minutes East 101.84 feet to a nail in the middle of the Sharpsburg-Snyder’s Landing Road;
thence with the road South 77 degrees 54 minutes East 110.43 feet; South 77 degrees 54 minutes
East 93.67 feet to a point; thence with “Parcel C”, Chapline Estates, South 21 degrees 51 minutes
West 880.28 feet to a stake; South 18 degrees 55 minutes West 54.41 feet to a post in the
aforementioned first line of the Victorine M. Morgan Deed; and with a portion of said first line
North 65 degrees 37 minutes West 284.67 feet to a point of beginning; containing 5.0 acres of
land, more or less.
The above described property is subject to an easement reserved by the said Victorine M.
Morgan and Leon K. Morgan, her husband, their heirs, successors and assigns, 50 feet in width,
lying 25 feet on either side of a line commencing at the end of the first line of the above
described parcel and running North 66 degrees 21 minutes East 168.40 feet to the middle of the
Sharpsburg-Snyder’s Landing Road.
PARCEL NO. 2, Tax Account No. 01-009230: All that tract or parcel of land situate on
the Southwest side of Snyder’s Landing Road, approximately 1800 feet West of the Norfolk and
Western Railroad Company right of way near Sharpsburg, in Election District No. 1, Washington
County, Maryland, and being more particularly described from a survey by Fox & Associates,
Inc., as follows: BEGINNING at a point in or near the centerline of Snyder’s Landing Road, said
point being South 62 degrees 43 minutes 07 seconds East 4.97 feet from a railroad spike at the
end of the 13th or North 26 degrees 39 minutes East 285.26 feet line of “Parcel A”, Chapline
Estates; said railroad spike being the Northeast corner of [now or formerly] the William H.
Seidel property (Liber 490, folio 272), and also being the point of beginning shown on the Plat of
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Parcels to by Conveyed by Bonnard J. Morgan on file as drawing #C-253 among the records of
Fox & Associates, Inc., thence with and along said road South 62 degrees 43 minutes 08 seconds
East 159.40 feet to an iron pipe on the South marginal line of said road; thence with the [now or
formerly] Richard A. Nagelhout lands (Liber 530, folio 418), two courses: South 27 degrees 02
minutes 00 seconds West 101.84 feet to an iron pipe in the centerline of a fifty-foot wide
common right of way; thence South 27 degrees 02 minutes 00 seconds West 790.66 feet to an
iron pipe, a corner of [now or formerly] the Ruth E. Otto lands (Liber 98, folio 554); thence with
the existing fence line along the Otto Tract North 65 degrees 37 minutes 00 seconds West 307.18
feet to an iron pipe; thence with the lines of division made along the East side of a five foot,
more or less, wide strip of land retained by Bonnard J. Morgan (Liber 556, folio 728) North 16
degrees 08 minutes 04 seconds East 143.86 feet to an iron pipe; thence North 34 degrees 54
minutes 28 seconds East 80.18 feet to an iron pipe; thence North 29 degrees 41 minutes 05
seconds East 205.84 feet to an iron pipe in the fifty-foot wide common right of way near the
North margin of the same; thence North 31 degrees 26 minutes 46 seconds East 79.50 feet to an
iron pipe; thence North 34 degrees 38 minutes 00 seconds East 121.12 feet to an iron pipe;
thence South 58 degrees 18 minutes 00 seconds East 139.90 feet to an iron pipe on the Northern
margin of the fifty-foot right of way; thence North 25 degrees 34 minutes 54 seconds East
293.22 feet to the point of beginning; containing 5.47 acres of land, more or less.
The above described Parcel No. 2 being more fully shown on a Plat prepared by and on
file among the records of Fox & Associates, Inc., as drawing #C-253; AND THE above
described Parcel No. 2 is subject to a fifty-foot wide right of way for use in common with others.
PARCEL NOS. 1 AND 2 BEING all of the same property which was conveyed from
Richard A. Nagelhout and Nancy N. Nagelhout, his wife, to Bonnard J. Morgan and Peggy R.
Morgan, his wife, by Deed dated February 26, 1997, and recorded in Liber 1321, folio 814
among the Land Records of Washington County, Maryland.
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Open Session Item
SUBJECT: PUBLIC HEARING--Not to Exceed $165,000,000 of Economic
Development Revenue Bonds for the Benefit of Homewood at Williamsport MD, Inc. and
Homewood at Frederick MD, Inc. and Proposed Resolution
PRESENTATION DATE: July 21, 2020
PRESENTATION BY: Lindsey A. Rader, Bond Counsel for Washington County,
and Sara L. Greaves, Chief Financial Officer
RECOMMENDED MOTION: Following the close of the public hearing, the
County Commissioners may move to adopt the Resolution.
REPORT-IN-BRIEF: The public hearing is being conducted as required by the
federal tax code with respect to a Resolution to be considered by the County Commissioners.
The Resolution approves the sale and issuance from time to time by County Commissioners of
Washington County (the “County”) of one or more series of its economic development revenue
bonds in an original aggregate principal amount not to exceed $165,000,000 (the “Bonds”), and
the lending of the proceeds thereof to Homewood at Williamsport MD, Inc. and Homewood at
Frederick MD, Inc. (collectively, the “Maryland Obligated Group”), pursuant to the authority of
the Maryland Economic Development Revenue Bond Act (the “Act”) for the purpose of
refinancing and financing costs of the Facilities identified below and financing other costs and
expenses permitted by the Act.
DISCUSSION: Pursuant to the provisions of the Act and a resolution adopted by the
Board of County Commissioners of Washington County (the “Board”), the County issued its
Washington County, Maryland Variable Rate Demand Revenue Bonds (Homewood at
Williamsport Facility) Series 2007 in the original aggregate principal amount of $12,000,000 (the
“2007 Bonds”). Proceeds of the 2007 Bonds were loaned by the County to Homewood at
Williamsport MD, Inc. (“Homewood Williamsport”), Homewood Retirement Centers of the
United Church of Christ, Inc. (now known as Homewood Retirement Centers, Inc. and, hereinafter,
“HRC”) and Homewood Foundation, Inc. (the “Foundation” and, collectively with Homewood
Williamsport and HRC, the “Prior Williamsport Borrower”) and were applied to finance,
reimburse or refinance (1) the demolition of a portion of the existing nursing home located on the
approximately 29 acre parcel of land on the Williamsport Campus identified below and site work;
(2) the acquisition and construction of an approximately 72,000 square foot building located on
the Williamsport Campus and other campus improvements; (3) the acquisition and installation of
necessary and useful equipment, machinery, furnishings and fixtures in connection with the
Board of County Commissioners of Washington County, Maryland
Agenda Report Form
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foregoing; (4) the acquisition of other improvements or interests in land as were necessary or useful
for the foregoing; and (5) costs of issuance, capitalized interest and other costs permitted by the
Act.
Pursuant to the provisions of the Act and a resolution adopted by the Board, the County issued its
County Commissioners of Washington County Variable Rate Demand Revenue Bonds
(Homewood at Williamsport Facility), Series 2011 in the original aggregate principal amount of
$9,425,000 (the “2011 Bonds”). Proceeds of the 2011 Bonds were loaned by the County to the
Prior Williamsport Borrower and were applied to finance, reimburse or refinance (1) the
renovation of the remaining portion of the previous nursing facility (health care center) located on
the Williamsport Campus, including (without limitation) asbestos removal and gutting of the
interior, to create approximately 35 new apartments containing approximately 67,960 aggregate
square feet; (2) the remodeling of the exterior of the building; (3) the acquisition and installation
of necessary and useful equipment, machinery, furnishings and fixtures in connection with the
foregoing; and (4) costs of issuance, capitalized interest and other costs permitted by the Act.
Pursuant to the provisions of the Act and a resolution adopted by the Board of County
Commissioners of Frederick County, County Commissioners of Frederick County (now known as
Frederick County, Maryland and, hereinafter, “Frederick County”), issued its Frederick County,
Maryland Variable Rate Demand/Fixed Rate Revenue Bonds (Homewood at Frederick MD, Inc.
Facility) 1997 Issue in the original aggregate principal amount of $20,450,000 (the “1997 Bonds”).
Proceeds of the 1997 Bonds were loaned by Frederick County to Homewood at Frederick MD,
Inc. (“Homewood Frederick”), HRC and the Foundation (collectively, the “Prior Frederick
Borrower”) and were applied to finance, reimburse or refinance (1) the acquisition, construction
and improvement of the retirement care community on the Frederick Campus identified below
consisting of (a) a 120-bed skilled nursing facility containing approximately 63,300 square feet,
(b) a 31-bed assisted living facility containing approximately 18,200 square feet, (c) 122
apartments containing approximately 141,600 square feet, and (d) related support elements; and
(2) costs of issuance, capitalized interest and other costs permitted by the Act.
Pursuant to the provisions of the Act and a resolution adopted by the Board of County
Commissioners of Frederick County, Frederick County issued its Frederick County, Maryland
Retirement Facilities Mortgage Revenue Bond (Homewood at Willow Ponds Facility) 2014 Issue
in the original principal amount of $86,000,000 (the “2014 Bond” and, collectively with the 2007
Bonds, the 2011 Bonds and the 1997 Bonds, the “Prior Bonds”). Proceeds of the 2014 Bond were
loaned by Frederick County to the Prior Frederick Borrower and were applied to finance,
reimburse or refinance (1) the acquisition and improvement on the Frederick Campus of (a)
infrastructure, grading, road and site improvements, (b) approximately 100 cottages, (c) an 85-unit
apartment facility containing approximately 169,435 square feet, (d) a community center
containing approximately 54,932 square feet, (e) an underground parking garage containing
approximately 52,967 square feet, and (f) necessary and useful equipment, machinery, furnishings
and fixtures in connection with the foregoing; (2) other improvements or interests in land necessary
or useful for the foregoing; and (3) costs of issuance, capitalized interest and other costs permitted
by the Act.
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The Act does not require that bonds issued pursuant to the Act be applied to finance or refinance
the acquisition and improvement of facilities located solely within the issuer’s jurisdiction. In an
effort to restructure the outstanding debt relating to the Facilities and remove itself and the
Foundation as co-borrowers while enhancing its owner/operator affiliates’ borrowing power, HRC
desires to create an obligated group structure in the states where its affiliates operate, and has
proposed that Homewood Williamsport and Homewood Frederick form the Maryland Obligated
Group. HRC, the parent company of the Maryland Obligated Group members, is located in the
County and provides management oversight for all Homewood subsidiaries (including those
located in Pennsylvania), including centralized payroll, billing, purchasing, accounts payable,
human resources, regulatory and accounting.
Because HRC is located in the County, the Maryland Obligated Group is requesting that the
County issue the Bonds and loan the proceeds to the Maryland Obligated Group for purposes of
(1) refunding in whole or in part the then-outstanding Prior Bonds; (2) refinancing a taxable loan
from M&T Bank used to finance a portion of the construction and acquisition of approximately 18
independent living units on the Frederick Campus; (3) financing (a) the remaining portion of the
construction and acquisition of approximately 49 independent living units on the Frederick
Campus, (b) certain additional improvements and renovations to the continuing care retirement
community on the Frederick Campus, (c) certain improvements and renovations to the continuing
care retirement community on the Williamsport Campus, (d) necessary and useful equipment,
machinery, furnishings and fixtures in connection with the foregoing, and (e) any other
improvements or interests in land as may be necessary or useful for the foregoing; (4) funding any
necessary reserves for the Bonds; and (5) financing or reimbursing the costs of issuance of the Bonds
and any other costs related to the transaction that are permitted by Section 12-110(b) of the Act (the
undertakings referred to in clauses (1)-(5) being referred to collectively as the “Project”). By
undertaking the Project, the Maryland Obligated Group will be effecting the refinancing and
financing of the acquisition and improvement of the Facilities and the financing of other costs
permitted by the Act.
The Facilities consist of and include (1) the facilities and improvements the costs of which were
financed, reimbursed or refinanced from proceeds of the 2007 Bonds and the 2011 Bonds, which
are part of a continuing care retirement community known as Homewood at Williamsport that is
located at 16505 Virginia Avenue, Williamsport, Maryland 21795 (the “Williamsport Campus”),
(2) the improvements and renovations to be undertaken with respect to the continuing care
retirement community on the Williamsport Campus using proceeds of the Bonds, together with
any other improvements or interests in land as may be necessary or useful in connection therewith
to be funded from proceeds of the Bonds (the foregoing identified in clause (1) and this clause (2)
being collectively referred to as the “Williamsport Facilities”), (3) the facilities and improvements
the costs of which were financed, reimbursed or refinanced from proceeds of the 1997 Bonds and
the 2014 Bond, which are part of a continuing care retirement community known as Homewood
at Frederick that is located at 7407 Willow Road, Frederick, Maryland 21702 (the “Frederick
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Campus”), (4) the approximately 67 independent living units to be financed and refinanced from
proceeds of the Bonds, and (5) the additional improvements and renovations to be undertaken with
respect to the continuing care retirement community on the Frederick Campus using proceeds of
the Bonds, together with any other improvements or interests in land as may be necessary or useful
in connection therewith to be funded from proceeds of the Bonds (the foregoing identified in
clauses (3) and (4) and this clause (5) being referred to together with the Williamsport Facilities
as the “Facilities”).
In the Letter of Intent attached as Exhibit A to the Resolution the Maryland Obligated Group has
indicated that the proposed transaction will achieve interest rate savings from any refunding of the
Prior Bonds, will fix the debt service component of annual operating costs because the Bonds are
expected to be issued as fixed rate bonds, which will eliminate budgetary uncertainty (certain of
the Prior Bonds were issued as variable rate bonds), and, with respect to the acquisition and
improvement of new facilities and improvements, will finance such costs at interest rates more
favorable than those obtainable from conventional financing.
FISCAL IMPACT: The Maryland Obligated Group has agreed to pay a one-time
issuer’s fee to the County, which will provide unanticipated revenue; no other fiscal impact is
anticipated. The County will be a conduit issuer of the contemplated Bonds, the proceeds of
which will be loaned to the Maryland Obligated Group. The Bonds will be payable solely from
payments made by the Maryland Obligated Group in accordance with the documents relating to
the Bonds and any other security pledged by the Maryland Obligated Group for that purpose.
Payment of debt service on the Bonds is the responsibility of the Maryland Obligated Group and
not the County. The County will not pledge its faith and credit or its taxing power to payment of
the Bonds. The issuance will have no impact on the County’s borrowing limits or financial
position. The Maryland Obligated Group will be responsible for all costs of the proposed
transaction, whether or not the Bonds are ever issued.
CONCURRENCES: Kirk C. Downey, County Attorney
ALTERNATIVES: If the Resolution is not approved, the Bonds may not be issued by
the County, and the Maryland Obligated Group will have to seek tax-exempt financing from
another qualifying issuer or commercial financing.
ATTACHMENTS: Proposed Resolution, with a copy of the Letter of Intent of the
Maryland Obligated Group required by the Act attached thereto as Exhibit A. If the Resolution
is adopted, the original Letter of Intent shall be countersigned by the President of the Board of
County Commissioners.
AUDIO/VISUAL NEEDS: N/A
RESOLUTION NO. RS-2020-
A RESOLUTION AUTHORIZING AND EMPOWERING COUNTY COMMISSIONERS OF
WASHINGTON COUNTY (THE "COUNTY"), PURSUANT TO AND IN ACCORDANCE
WITH THE MARYLAND ECONOMIC DEVELOPMENT REVENUE BOND ACT (THE
"ACT"), TO ISSUE AND SELL, AT ONE TIME OR FROM TIME TO TIME, AS LIMITED
OBLIGATIONS AND NOT UPON ITS FAITH AND CREDIT OR PLEDGE OF ITS TAXING
POWER, ITS ECONOMIC DEVELOPMENT REVENUE BONDS IN ONE OR MORE SERIES
IN AN ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $165,000,000,
AND TO LOAN THE PROCEEDS FROM THE SALE OF SUCH BONDS TO HOMEWOOD
AT WILLIAMSPORT MD, INC. AND HOMEWOOD AT FREDERICK MD, INC.
(COLLECTIVELY, THE "MARYLAND OBLIGATED GROUP") TO BE USED FOR THE
PUBLIC PURPOSE OF REFINANCING AND FINANCING COSTS OF THE ACQUISITION
AND IMPROVEMENT OF CERTAIN FACILITIES (WITHIN THE MEANING OF THE ACT)
LOCATED IN THE COUNTY AND IN FREDERICK COUNTY, MARYLAND AND USED
BY THE MARYLAND OBLIGATED GROUP AS CONTINUING CARE RETIREMENT
COMMUNITIES TOGETHER WITH OTHER COSTS PERMITTED BY THE ACT;
SPECIFYING AND DESCRIBING THE FACILITIES TO BE REFINANCED AND
FINANCED; GENERALLY DESCRIBING THE PUBLIC PURPOSES TO BE SERVED AND
THE TRANSACTION TO BE ACCOMPLISHED; AUTHORIZING THE PRESIDENT OF THE
BOARD OF COUNTY COMMISSIONERS OF THE COUNTY, BY EXECUTIVE ORDER OR
OTHERWISE, TO SPECIFY, PRESCRIBE, DETERMINE, PROVIDE FOR, OR APPROVE,
CERTAIN MATTERS, DETAILS, FORMS, DOCUMENTS OR PROCEDURES NECESSARY
OR DESIRABLE TO EFFECTUATE THE AUTHORIZATION, SALE, SECURITY,
ISSUANCE, DELIVERY AND PAYMENT OF AND FOR SUCH BONDS AND THE
LENDING OF THE PROCEEDS THEREOF TO THE MARYLAND OBLIGATED GROUP;
RESERVING CERTAIN RIGHTS IN THE COUNTY; AUTHORIZING CERTAIN OFFICIALS
OF THE COUNTY TO MAKE CERTAIN ADDITIONAL DETERMINATIONS OR
UNDERTAKE CERTAIN ACTIONS PRIOR TO OR SUBSEQUENT TO THE ISSUANCE OF
THE BONDS; AUTHORIZING THE ACCEPTANCE OF THAT CERTAIN LETTER OF
INTENT DELIVERED BY THE MARYLAND OBLIGATED GROUP TO THE COUNTY AS
REQUIRED BY THE ACT; PROVIDING FOR THE DATE BY WHICH ANY BONDS MUST
BE ISSUED UNDER AUTHORITY OF THIS RESOLUTION; PROVIDING THAT THE
PROVISIONS OF THIS RESOLUTION SHALL BE LIBERALLY CONSTRUED; AND
GENERALLY PROVIDING FOR AND DETERMINING VARIOUS MA TIERS IN
CONNECTION WITH THE ISSUANCE OF SUCH BONDS AND THE LENDING OF THE
PROCEEDS THEREOF TO THE MARYLAND OBLIGATED GROUP, AS REQUIRED OR
PERMITTED BY THE ACT.
1. Sections 12-101 to 12-118, inclusive, of the Economic Development Article of the
Annotated Code of Maryland, as replaced, supplemented or amended, being the Maryland
Economic Development Revenue Bond Act (the "Act"), empower any "public body" (as defined
in the Act), at the request of a "facility applicant" (as defined in the Act), to issue and sell "bonds"
(as defined in the Act), as its limited obligations and not upon its faith and credit or pledge of its
taxing power, at any time and from time to time, and to loan or otherwise provide the proceeds of
the sale of such bonds to a "facility user" (as defined in the Act) in order to "finance" (as defined
in the Act, which includes "refinance") the costs of the acquisition or "improvement" (as defined
in the Act) of a "facility" (as defined in the Act) for a facility user, including working capital, to
refund outstanding bonds, to pay the costs of preparing, printing, selling, and issuing those bonds,
to fund reserves, and to pay interest on such bonds in the amount and for the period the public
body deems reasonable.
2. The Act states that its declared legislative purposes are to (1) relieve conditions of
unemployment in the State of Maryland (the "State"); (2) encourage the increase of industry and
commerce and a balanced economy in the State; (3) assist in the retention of existing industry and
commerce in, and the attraction of new industry and commerce to, the State through, among other
things, the development of ports, the control or abatement of environmental pollution and the use
and disposal of waste; (4) promote economic development; (5) protect natural resources and
encourage resource recovery; and ( 6) promote the health, welfare and safety of the residents of the
State.
3. The Act provides that a public body may acquire or improve a facility with bond
proceeds: (i) by leasing the facility to a facility user; (ii) by selling the facility to a facility user
under an installment sale agreement; (iii) by lending bond proceeds to a facility user to be used to
finance a facility; or (iv) in any other manner that the public body considers appropriate to
accomplish the legislative purposes of the Act.
4. The Act provides that to implement the authority conferred upon it by the Act to
issue bonds, the legislative body of a county or municipal corporation shall adopt a resolution that
(i) specifies and describes the facility; (ii) generally describes the public purpose to be served and
the financing transaction; (iii) specifies the maximum principal amount of the bonds that may be
issued; and (iv) imposes terms or conditions on the sale and issuance of the bonds that it deems
appropriate.
5. The Act provides that the legislative body of a county or municipal corporation, by
resolution, may itself, or may authorize (i) its "finance board" (as defined in the Act), (ii) the "chief
executive" (as defined in the Act), who shall act by executive order or otherwise, or (iii) any other
appropriate administrative officer, who shall act by order or otherwise with the approval of the
chief executive, to specify, determine, prescribe and approve matters, documents and procedures
that relate to the authorization, sale, security, issuance, delivery and payment of and for the bonds;
create security for the bonds; provide for the administration of bond issues through trust or other
agreements with a bank or trust company that cover a countersignature on a bond, the delivery of
a bond, or the security for a bond; and take other action considered appropriate concerning the
bonds.
6. Pursuant to the provisions of the Act and a resolution adopted by the Board of
County Commissioners of Washington County (the "Board"), County Commissioners of
Washington County, a body politic and corporate, a political subdivision of the State of Maryland
and a "public body" within the meaning of the Act (the "County"), issued its Washington County,
Maryland Variable Rate Demand Revenue Bonds (Homewood at Williamsport Facility) Series
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2007 in the original aggregate principal amount of $12,000,000 (the "2007 Bonds"). Proceeds of
the 2007 Bonds were loaned by the County to Homewood at Williamsport MD, Inc. ("Homewood
Williamsport"), Homewood Retirement Centers of the United Church of Christ, Inc. (now known
as Homewood Retirement Centers, Inc. and, hereinafter, "HRC") and Homewood Foundation, Inc.
(the "Foundation" and, collectively with Homewood Williamsport and HRC, the "Prior
Williamsport Borrower") and were applied to finance, reimburse or refinance (1) the demolition
of a portion of the existing nursing home located on the approximately 29 acre parcel of land on
the Williamsport Campus identified below and site work; (2) the acquisition and construction of
an approximately 72,000 square foot building located on the Williamsport Campus and other
campus improvements; (3) the acquisition and installation of necessary and useful equipment,
machinery, furnishings and fixtures in connection with the foregoing; (4) the acquisition of other
improvements or interests in land as were necessary or useful for the foregoing; and (5) costs of
issuance, capitalized interest and other costs permitted by the Act.
7. Pursuant to the provisions of the Act and a resolution adopted by the Board, the
County issued its County Commissioners of Washington County Variable Rate Demand Revenue
Bonds (Homewood at Williamsport Facility), Series 2011 in the original aggregate principal
amount of$9,425,000 (the "2011 Bonds"). Proceeds of the 2011 Bonds were loaned by the County
to the Prior Williamsport Borrower and were applied to finance, reimburse or refinance (1) the
renovation of the remaining portion of the previous nursing facility (health care center) located on
the Williamsport Campus, including (without limitation) asbestos removal and gutting of the
interior, to create approximately 35 new apartments containing approximately 67,960 aggregate
square feet; (2) the remodeling of the exterior of the building; (3) the acquisition and installation
of necessary and useful equipment, machinery, furnishings and fixtures in connection with the
foregoing; and (4) costs ofissuance, capitalized interest and other costs permitted by the Act.
8. Pursuant to the provisions of the Act and a resolution adopted by the Board of
County Commissioners of Frederick County (the "Frederick Board"), County Commissioners of
Frederick County (now known as Frederick County, Maryland and, hereinafter, "Frederick
County"), issued its Frederick County, Maryland Variable Rate Demand/Fixed Rate Revenue
Bonds (Homewood at Frederick MD, Inc. Facility) 1997 Issue in the original aggregate principal
amount of$20,450,000 (the "1997 Bonds"). Proceeds of the 1997 Bonds were loaned by Frederick
County to Homewood at Frederick MD, Inc. ("Homewood Frederick"), HRC and the Foundation
(collectively, the "Prior Frederick Borrower") and were applied to finance, reimburse or refinance
(1) the acquisition, construction and improvement of the retirement care community on the
Frederick Campus identified below consisting of (a) a 120-bed skilled nursing facility containing
approximately 63,300 square feet, (b) a 31-bed assisted living facility containing approximately
18,200 square feet, (c) 122 apartments containing approximately 141,600 square feet, and (d)
related support elements; and (2) costs of issuance, capitalized interest and other costs permitted
by the Act.
9. Pursuant to the provisions of the Act and a resolution adopted by the Frederick
Board, Frederick County issued its Frederick County, Maryland Retirement Facilities Mortgage
Revenue Bond (Homewood at Willow Ponds Facility) 2014 Issue in the original principal amount
of $86,000,000 (the "2014 Bond" and, collectively with the 2007 Bonds, the 2011 Bonds and the
1997 Bonds, the "Prior Bonds"). Proceeds of the 2014 Bond were loaned by Frederick County to
the Prior Frederick Borrower and were applied to finance, reimburse or refinance (1) the
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acquisition and improvement on the Frederick Campus of (a) infrastructure, grading, road and site
improvements, (b) approximately 100 cottages, (c) an 85-unit apartment facility containing
approximately 169,435 square feet, (d) a community center containing approximately 54,932
square feet, (e) an underground parking garage containing approximately 52,967 square feet, and
(f) necessary and useful equipment, machinery, furnishings and fixtures in connection with the
foregoing; (2) other improvements or interests in land necessary or useful for the foregoing; and
(3) costs of issuance, capitalized interest and other costs permitted by the Act.
10. The County has received a letter of intent from Homewood Williamsport and
Homewood Frederick (collectively, the "Maryland Obligated Group"), a copy of which is attached
hereto as Exhibit A and made a part hereof (the "Letter oflntent"), requesting that the County sell
and issue its bonds pursuant to the authority of the Act in one or more series from time to time in
an original aggregate principal amount not to exceed $165,000,000 and loan the proceeds of the
sale thereof to the Maryland Obligated Group, for the purpose of (1) refunding in whole or in part
the then-outstanding Prior Bonds; (2) refinancing a taxable loan from M&T Bank used to finance
a portion of the construction and acquisition of approximately 18 independent living units on the
Frederick Campus; (3) financing (a) the remaining portion of the construction and acquisition of
approximately 49 independent living units on the Frederick Campus, (b) certain additional
improvements and renovations to the continuing care retirement community on the Frederick
Campus, (c) certain improvements and renovations to the continuing care retirement community
on the Williamsport Campus, ( d) necessary and useful equipment, machinery, furnishings and
fixtures in connection with the foregoing, and ( e) any other improvements or interests in land as
may be necessary or useful for the foregoing; ( 4) funding any necessary reserves for such bonds;
and ( 5) financing or reimbursing costs of issuance of such bonds and any other costs that are permitted
by Section 12-11 O(b) of the Act (the undertakings referred to in clauses (1)-(5) being referred to
collectively as the "Project"). By undertaking the Project, the Maryland Obligated Group will be
effecting the refinancing and financing of the acquisition and improvement of the Facilities
identified in Recital 11 below and the financing of other costs permitted by the Act.
11. The Facilities consist of and include (1) the facilities and improvements the costs
of which were financed, reimbursed or refinanced from proceeds of the 2007 Bonds and the 2011
Bonds, which are part of a continuing care retirement community known as Homewood at
Williamsport that is located at 16505 Virginia Avenue, Williamsport, Maryland 21795 (the
"Williamsport Campus"), (2) the improvements and renovations to be undertaken with respect to
the continuing care retirement community on the Williamsport Campus using proceeds of the
requested bonds, together with any other improvements or interests in land as may be necessary
or useful in connection therewith to be funded from proceeds of the requested bonds (the foregoing
identified in clause (1) and this clause (2) being collectively referred to as the "Williamsport
Facilities"), (3) the facilities and improvements the costs of which were financed, reimbursed or
refinanced from proceeds of the 1997 Bonds and the 2014 Bond, which are part of a continuing
care retirement community known as Homewood at Frederick that is located at 7407 Willow Road,
Frederick, Maryland 21702 (the "Frederick Campus"), (4) the approximately 67 independent
living units to be financed and refinanced from proceeds of the requested bonds, and (5) the
additional improvements and renovations to be undertaken with respect to the continuing care
retirement community on the Frederick Campus using proceeds of the requested bonds, together
with any other improvements or interests in land as may be necessary or useful in connection
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therewith to be funded from proceeds of the requested bonds (the foregoing identified in clauses
(3) and (4) and this clause (5) being collectively referred to as the "Frederick Facilities" and,
together with the Williamsport Facilities, collectively as the "Facilities").
12. The Letter oflntent provides that the Facilities are and will be used by the members
of the Maryland Obligated Group in their respective capacities as 501(c)(3) organizations, within
the meaning of Section 150( a)( 4) of the Internal Revenue Code ofl 986, as amended (the "Code"),
for tax-exempt purposes in their activities of owning and operating continuing care retirement
communities and related amenities.
13. The Letter of Intent provides that it is expected that interest on any such bonds shall
be excludable from gross income of the holders thereof for federal income tax purposes, and a
public hearing concerning the issuance of such bonds and the location and nature of the Facilities
has been held following reasonable public notice (within the meaning of Section 147(f) of the
Code) as required by the Code.
14. The Maryland Obligated Group acknowledges in the Letter of Intent that the
County reserves certain rights concerning the issuance of such bonds as provided in Section 14 of
this Resolution.
15. The County, based upon the findings and determinations and subject to the
reservation of rights set forth below, has determined to issue and sell, in addition to any bonds
authorized to be issued by any other act of the County, its bonds (within the meaning of the Act),
in one or more series at one time or from time to time, in an original aggregate principal amount
not to exceed One Hundred Sixty-Five Million Dollars ($165,000,000) (collectively, the "Bonds"),
and to loan the proceeds of the Bonds (collectively, the "Loan") to the Maryland Obligated Group
on the terms and conditions as hereinafter provided in order to refinance and finance costs of the
Project.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF WASHINGTON COUNTY, THAT:
Section 1. It is hereby found and determined as follows:
(a) The Recitals to this Resolution are incorporated by reference herein and deemed a
substantive part of this Resolution. Capitalized terms used in this Resolution and not otherwise
defined herein shall have the meanings given to such terms in the Recitals.
(b) References in this Resolution to any official by title shall be deemed to refer (i) to any
official authorized under the code of public local laws of the County, as replaced, supplemented or
amended (the "County Code"), or other applicable law or authority to act in such titled official's stead
during the absence or disability of such titled official, (ii) to any person who has been elected,
appointed or designated to fill such position in an acting or interim capacity under the County Code
or other applicable law or authority, (iii) to any person who serves in a "deputy," "associate" or
"assistant" capacity as such an official, provided that the applicable responsibilities, rights or duties
referred to herein have been delegated to such deputy, associate or assistant in accordance with the
County Code or other applicable law or authority, and/or (iv) to the extent an identified official
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commonly uses another title not provided for in the County Code, the official, however known, who
is charged under the County Code or other applicable law or authority with the applicable
responsibilities, rights or duties referred to herein.
( c) As evidenced by the Letter of Intent, a "letter of intent" within the meaning of the
Act, the issuance of the Bonds pursuant to the Act by the County, a "public body" and a county
within the meaning of the Act, in order to loan the proceeds to the Maryland Obligated Group, a
"facility applicant" and a "facility user" within the meaning of the Act, for the sole and exclusive
purpose of financing the acquisition and "improvement" within the meaning of the Act of the
Facilities, which are each a "facility" within the meaning of the Act, will facilitate the financing
of costs of the Project by the Maryland Obligated Group. References in this Resolution to
"acquire", "acquisition", "improve", "improvement", "finance" or any other term defined in the
Act shall have the meanings given to such terms in the Act, as applicable. In addition, references
in this Resolution to "finance" or "financing" or similar terms shall be deemed to include
"refinance'', "refinancing", "reimburse" or "reimbursing" or similar terms, as applicable.
( d) Based on representations of the Maryland Obligated Group set forth in the Letter
of Intent, the sale and issuance of the Bonds by the County pursuant to the Act for the purpose of
financing costs (to the fullest extent permitted by the Act) of the Project, will fix the debt service
component of the Maryland Obligated Group's annual operating costs, which will (1) enhance the
senior care provided by the Maryland Obligated Group to the residents of the Williamsport
Campus and the Frederick Campus, (2) permit the Maryland Obligated Group to expand the
resident census at the Frederick Campus, increase employment by the creation of a significant
number of temporary (construction period) jobs and the addition of several permanent positions at
the Frederick Campus, and sustain employment through a restructuring of the Maryland Obligated
Group's overall debt and, accordingly, will generally promote the declared legislative purposes of
the Act by (i) sustaining jobs and employment by the retention of a significant number of jobs,
thus relieving conditions of unemployment in the County and the State; (ii) assisting in the
retention of existing industry and commerce and in the attraction of new industry and commerce
in the County and the State; (iii) promoting economic development in the County and the State;
and (iv) generally promoting the health, welfare and safety of the residents of the County and the
State. To the extent the Bonds are issued as fixed rate bonds as anticipated, budgetary uncertainty
will be eliminated with respect to the debt service component of the Maryland Obligated Group's
annual budget cycles.
(e) AS PROVIDED IN THE ACT, THE BONDS AND THE INTEREST ON THEM
(I) ARE NOT DEBTS OR CHARGES AGAINST THE GENERAL CREDIT OR TAXING
POWERS OF THE COUNTY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR
CHARTER PROVISION OR STATUTORY LIMITATION AND (II) MAY NOT GIVE RISE
TO ANY PECUNIARY LIABILITY OF THE COUNTY. THE BONDS ARE NOT A PLEDGE
OF THE FAITH AND CREDIT ORT AXING POWER OF THE COUNTY.
(f) AS PROVIDED IN THE ACT, THE BONDS AND THE INTEREST ON THEM
SHALL BE LIMITED OBLIGATIONS OF THE COUNTY, PAY ABLE SOLELY FROM THE
REVENUES DERIVED FROM LOAN REPAYMENTS (BOTH PRINCIPAL AND INTEREST)
MADE TO THE COUNTY (OR ITS ASSIGNEE) BY THE MARYLAND OBLIGATED
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GROUP ON ACCOUNT OF THE LOAN OR OTHER MONEY MADE AVAILABLE TO THE
COUNTY FOR SUCH PURPOSE.
(g) As security for the Bonds, the County may enter into one or more agreements with
a trustee, a paying agent or an escrow agent for the benefit of the holder(s) of the Bonds or with
the holder or holders of the Bonds if no trustee, paying agent or escrow agent is appointed for the
purpose of assigning or pledging revenues or other security received in connection with the
financing of costs of the Project. As further security for the Bonds, the County may assign to the
trustee, the paying agent or the escrow agent for the holder(s) of the Bonds or to the holder or
holders of the Bonds if no trustee, paying agent or escrow agent is appointed any interest in the
Facilities or other real or personal property that is granted to the County by the Maryland Obligated
Group or any member thereof pursuant to a deed of trust, mortgage or similar instrument. Except
for certain rights of the County to indemnification and to payments with respect to its
administrative expenses, the entire revenues derived from payments on the Loan shall be set apart
and applied to the payment of the principal of, premium, if any, and interest on the Bonds.
(h) The proceeds of the Loan will be paid directly to, and will be disbursed by, the
trustee, the paying agent or the escrow agent for the benefit of the holder(s) of the Bonds or by the
holder or holders of the Bonds if no trustee, paying agent or escrow agent is appointed. No moneys
will be commingled with the County's funds or will be subject to the absolute control of the
County, but only to such limited supervision and checks as are deemed necessary or desirable to
ensure that the proceeds of the sale of the Bonds are used to accomplish the public purposes of the
Act and this Resolution. The transactions contemplated by this Resolution do not constitute the
acquisition of any physical public betterment or improvement or the acquisition of property for
public use or the purchase of equipment for public use, and do not constitute a capital project of
the County within the meaning of any statutory or charter provision. The public purposes
expressed in the Act are to be achieved by facilitating the financing of costs of the Project by the
Maryland Obligated Group.
(i) The County will acquire and retain no interest in the Facilities, either on its own
behalf or for the purpose of creating any security for the Bonds (other than such interest as may be
held by parties secured by any security interest granted by the Maryland Obligated Group). Any
such security interest in favor of the County shall be assigned to the trustee, the paying agent or
the escrow agent for the benefit of the holder(s) of the Bonds or to the holder or holders of the
Bonds if no trustee, paying agent or escrow agent is appointed.
(j) The President of the Board of County Commissioners of Washington County (the
"President" and the "Board", respectively) is the "chief executive" of the County within the
meaning of the Act and shall undertake on behalf of the County certain responsibilities described
in the Act and hereinafter specified.
(k) The adoption of this Resolution shall not in any way indicate the approval of, or
constitute any commitment for approval by, the County or any of its officials or employees of any
subdivision plat, license, permit, application or any other request to the County, if any, with respect
to the zoning, land use, design, construction, development or other matters relating to the Facilities
or the operation of the Facilities.
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(1) The County accepts (i) the designation of the firm of Miles & Stockbridge P.C. as
(A) bond counsel to render customary approving and tax opinions relating to the Bonds and (B)
counsel to the Maryland Obligated Group, and (ii) the designation of the firm of Funk & Bolton,
P.A. as issuer's counsel. To the extent the Bonds are issued in separate series from time to time,
the President may provide in accordance with Section 5(a) of this Resolution for a different
designation of bond counsel and/or issuer's counsel with respect to any subsequent series of the
Bonds issued at a later time after the first series of the Bonds, including if any such counsel serves
as counsel to more than one party in the transaction.
Section 2. The County is hereby authorized to issue, sell and deliver the Bonds, at any
time and from time to time, in one or more series, in an original aggregate principal amount not to
exceed One Hundred Sixty-Five Million Dollars ($165,000,000), whether taxable or tax-exempt
for purposes of the Code, pursuant to the Act and this Resolution, and each series of the Bonds
shall be identified by the year of issue or by some other or additional appropriate designation.
Each series of the Bonds may be comprised of any form of obligation authorized by the Act. Any
series of the Bonds may be issued as a single bond and, in such event, references in this Resolution
to the Bonds shall be deemed to mean such single bond with respect to such series. Any bond may
be issued in installment or draw-down form.
Section 3. It is hereby determined that the best interests of the County and the
Maryland Obligated Group will be served by selling the Bonds of any series (i) by such method of
sale as may be satisfactory to the President and the Maryland Obligated Group, including by
negotiated underwriting, in a direct purchase transaction, by competitive sale or by other
permissible means and (ii) for a price at, above or below par as determined in accordance with
Section 5(a)(viii) hereof, as permitted by the Act.
Section 4. The proceeds of the sale of the Bonds will be loaned by the County to the
Maryland Obligated Group and shall be used by the Maryland Obligated Group solely for the
purpose of financing costs of the Project to the fullest extent permitted by the Act, including to the
extent permitted by the holder or holders of the Bonds, payment of the costs of preparing, printing,
selling and issuing the Bonds, funding reserves, or payment of any other costs permitted by the
Act. The Maryland Obligated Group shall own, use or manage, or provide for the ownership, use
or management of, the Facilities so as to remain a facility user within the meaning of the Act for
as long as any of the Bonds remain outstanding and unpaid. The County has been advised that
currently Homewood Williamsport owns, operates and manages the components of the Facilities
located on the Williamsport Campus and Homewood Frederick owns, operates and manages the
components of the Facilities located on the Frederick Campus.
Section 5. (a) Prior to the sale, issuance and delivery of the Bonds of any series,
the President, by executive order or otherwise:
(i) shall prescribe the form, tenor, terms and conditions of and security for the
Bonds of such series;
(ii) shall prescribe the designation, principal amounts, rate or rates of interest or
method of determining the rate or rates of interest, denominations, date, maturity or maturities
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(within the limits prescribed in the Act and to the extent applicable, the Code), and the time and
place or places of payment of the Bonds of such series, and the terms and conditions and details
under which the Bonds of such series may be called for redemption or prepayment prior to their
stated maturities;
(iii) if necessary, may appoint or approve a trustee, a bond registrar, and/or a paying
agent or agents for the Bonds of such series, an escrow agent and/or a verification consultant, and
one or more underwriters or other purchasers of the Bonds of such series;
(iv) shall approve the form and contents of, and, subject to Section 6 hereof,
execute and deliver (where applicable), a loan or loan agreements (which may be known by any
name, including, without limitation, a "loan agreement'', a "loan and financing agreement" or a
"bond and financing agreement"), and such other documents, including (without limitation) master
trust indentures, trust indentures, supplemental trust indentures, escrow agreements, assignments,
mortgages, deeds of trust, guaranties and security instruments to which the County is a party and
which may be necessary to effectuate the sale, issuance and delivery of the Bonds of such series
(collectively, the "Documents");
(v) may prepare and distribute, in conjunction with representatives of the Maryland
Obligated Group and any prospective underwriters for or purchasers of the Bonds of any series,
both a preliminary and a final official statement, offering memorandum or similar disclosure
document in connection with the sale of the Bonds of any series, if determined to be necessary or
desirable for the sale of the Bonds of such series, provided, however, that any such preliminary
official statement, offering memorandum or similar disclosure document shall be clearly marked
to indicate that it is subject to completion and amendment;
(vi) may execute and deliver a contract or contracts for the purchase and sale of
the Bonds of any series (or any portion thereof) in form and content satisfactory to the President;
(vii) shall determine the time of execution, sale, issuance and delivery of the Bonds
of such series and prescribe any and all other details of the Bonds of such series;
(viii) shall determine the method and the price for the sale of the Bonds of such
series, as contemplated in Section 3 of this Resolution, and shall approve the terms of the sale of
the Bonds of such series;
(ix) shall provide for the direct payment by the Maryland Obligated Group of all
costs, fees and expenses incurred by or on behalf of the County in connection with the sale,
issuance and delivery of the Bonds of such series, including (without limitation) costs of printing
(if any) and issuing the Bonds of such series, legal expenses (including the fees of bond counsel
and issuer's counsel) and compensation to any person in connection with the issuance of the Bonds
(other than full-time employees of the County);
(x) may provide for the funding of reserves for the Bonds of such series and for
the payment of interest on the Bonds of such series in such amounts, or for such period, as the
President deems reasonable, all within the limitations of the Act and this Resolution; and
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(xi) may make any other determinations not in violation of the Act and may do any
and all things necessary, proper or expedient in connection with the sale, issuance and delivery of
the Bonds of such series and in order to accomplish the legislative purposes of the Act and the
public purposes of this Resolution, subject to the limitations set forth in the Act and any limitations
prescribed by this Resolution.
(b) The County hereby elects that any financing statement, amendment to financing
statement, continuation statement, termination statement, correction statement or any other
applicable or similar filing concerning the security for the Bonds be made by electronic filing,
unless electronic filing of the applicable instrument is prohibited by applicable law at the relevant
time.
Section 6. (a) The President or the Vice President of the Board (the "Vice
President"), by his or her manual or facsimile signature, is hereby authorized and directed to
execute the Bonds of any series in the name and on behalf of the County and to deliver the Bonds
to the purchaser thereof. The corporate seal of the County shall be affixed on such Bonds and
attested by the manual or facsimile signature of the County Clerk of the County (the "County
Clerk") or other appropriate official. If any of the Bonds are required to be signed by a trustee,
paying agent, registrar, fiscal agent or other agent or custodian, any other signature required or
permitted to be placed upon the Bonds may be executed manually or by facsimile. Any such
signature shall be made in accordance with the Act and other applicable Maryland law.
(b) The President or the Vice President is hereby authorized to execute, by his or her
manual or facsimile signature, to deliver, in the name and on behalf of the County, and to cause
the corporate seal of the County, attested by the manual or facsimile signature of the County Clerk
or other appropriate official, to be affixed upon the Documents where required. Upon due
execution, the Documents shall become binding upon the County in accordance with their
respective terms, as authorized by the Act and this Resolution.
Section 7. The President, the Vice President, the County Administrator of the County
(the "County Administrator"), the Chief Financial Officer of the County (the "Chief Financial
Officer") and all other appropriate officials and employees of the County are hereby authorized
and empowered to do any and all things, execute, acknowledge, seal and deliver such other and
further instruments, supporting documents and certificates, and otherwise take any and all action,
necessary, proper or expedient to consummate the transactions contemplated by this Resolution in
accordance with the Act and this Resolution.
Section 8. (a) As described in the Letter of Intent, the County will not incur any
liability, direct or indirect, or any cost, direct or indirect, in connection with the sale and issuance
of the Bonds, the making of the Loan or the Project; accordingly, the Maryland Obligated Group
shall negotiate and approve all financing arrangements in connection with the Project, and to the
extent Bond proceeds are not available to pay the same, pay all costs incurred by or on behalf of
the County in connection with the authorization, sale and issuance of the Bonds, the making of the
Loan, including the administration thereof, and the financing of costs of the Project, including
(without limitation) all costs incurred in connection with the development of the appropriate legal
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documents necessary to effectuate the proposed transaction, including (without limitation) the fees
and expenses of bond counsel and issuer's counsel, all costs incurred in connection with
publication of notices of any public hearings to be held in connection therewith, and compensation
to any other person (other than full-time employees of the County) performing services by or on
behalf of the County in connection with the transactions contemplated by this Resolution,
including, without limitation, any trustee, bond registrar or paying agent for the Bonds and any
escrow agent or verification consultant, whether or not the proposed financing is consummated.
The County shall have no liability or responsibility for the payment of any such fees and expenses.
(b) In order to implement Section 12-113 of the Act stating that the Bonds may not
give rise to pecuniary liability of the County, the Bonds and the Documents may provide that no
trustee, paying agent or escrow agent for the holder(s) of the Bonds or the holder(s) of the Bonds,
as applicable, shall look to the County for damages suffered by such holder(s) of the Bonds as a
result of a failure of the County to perform any covenant, undertaking or obligation under the
Bonds or the Documents, nor as a result of the incorrectness of any representation made by the
County in the Bonds or the Documents. Although this Resolution recognizes that the Bonds and
the Documents shall not give rise to pecuniary liability of the County, nothing contained in this
Resolution, the Bonds or the Documents shall be construed to preclude in any way any action or
proceedings (other than that element in any action or proceeding involving a claim for monetary
damages against the County or its officials, employees or agents) in any court or before any
governmental body, agency or instrumentality, or otherwise against the County or any of its
officials or employees to enforce the provisions of the Bonds or the Documents.
( c) Although the Documents may provide that the County shall have the right to seek
remedies in the event of certain events of default as stated therein, it is contemplated that the
County will assign such right to take action to the trustee, the paying agent or the escrow agent for
the holder(s) of the Bonds or, if there is no such trustee, paying agent or escrow agent, the holder(s)
of the Bonds (excluding with respect to any reserved rights of the County), in order to implement
the purposes and intent of the Act, namely to facilitate the financing of costs of the acquisition and
improvement of the Facilities by the Maryland Obligated Group without the County incurring any
pecuniary liability or obligation. Accordingly, if a trustee, a paying agent or an escrow agent is
appointed for such purpose, such trustee, paying agent or escrow agent shall have the duty to act,
whether or not at the direction of the holder(s) of the bonds, in all instances in which the trustee,
the paying agent or the escrow agent for holder(s) of the Bonds may act and determines that action
is appropriate. In any case where action by any trustee, paying agent or escrow agent for the
holder(s) of the Bonds or the holder(s) of the Bonds themselves requires simultaneous or
subsequent action by the County, the County will cooperate with such trustee, paying agent or
escrow agent or holder( s) of the Bonds and take any and all action necessary to effectuate the
purposes and intent of this Resolution, the Bonds and the Documents. The Documents shall
provide that the Maryland Obligated Group, the trustee, the paying agent or the escrow agent or
the holder(s) of the Bonds, as applicable, shall pay those costs in order to avoid any direct or
indirect pecuniary burden on the County.
Section 9. (a) It is the present intention of the County and the Maryland Obligated
Group that any series of the Bonds shall be issued on a tax-exempt basis, unless prohibited by the
Code. Reference in this Section 9 to the Bonds is intended to apply only to the Bonds of any series
the interest on which is exempt from federal income taxation.
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(b) Any one or more of the President, the Vice President and the Chief Financial
Officer shall be the officer or officers of the County responsible for the issuance of the Bonds
within the meaning of Section l .148-2(b )(2) of the Arbitrage Regulations (as hereinafter defined)
and shall also be the officers of the County responsible for the execution and delivery (on the date
of issuance of the Bonds) of a certificate of the County (the "Issuer's Certificate as to Arbitrage")
which, in the opinion of bond counsel whose opinions are generally accepted in the field of
municipal finance, complies with the requirements of Section 148 of the Code ("Section 148") and
the applicable regulations thereunder (the "Arbitrage Regulations"), and the President, the Vice
President and the Chief Financial Officer, or any two or more of such officials acting in concert,
are each hereby authorized and directed to execute the Issuer's Certificate as to Arbitrage and to
deliver the same to bond counsel on the date of the issuance of the Bonds. The Issuer's Certificate
as to Arbitrage may be part of a certificate executed and delivered by the Maryland Obligated
Group and/or any other appropriate party pursuant to the Code and the Arbitrage Regulations.
(c) The County recognizes its obligation to set forth in the Issuer's Certificate as to
Arbitrage its reasonable expectations as to relevant facts, estimates and circumstances relating to
the use of the proceeds of the sale of the Bonds (which may be based on representations of the
Maryland Obligated Group), or of any moneys, securities or other obligations on deposit to the
credit of any funds created and established by the Documents which may be deemed to be proceeds
of the sale of the Bonds pursuant to Section 148 or the Arbitrage Regulations (collectively, "Bond
Proceeds"), in order that correct legal conclusions can be reached regarding the effect of such
facts, estimates and circumstances. Accordingly, the County covenants that (i) the facts, estimates
and circumstances set forth in the Issuer's Certificate as to Arbitrage will be based on the County's
reasonable expectations on the date of issuance of the Bonds (to the extent applicable, based on
representations of the Maryland Obligated Group) and will be, to the best of the certifying officer's
or officers' knowledge, true and correct as of that date and (ii) the certifying officer or officers will
certify that he, she or they are not aware of any facts or circumstances that would cause him, her
or them to question the accuracy of the representations made by the Maryland Obligated Group.
(d) The County covenants that it will not make, or (to the extent it exercises control or
direction) permit to be made, any use of the Bond Proceeds that would cause the Bonds to be
"arbitrage bonds" within the meaning of Section 148 and the Arbitrage Regulations. The County
further covenants that it will comply with those provisions of Section 148 and the Arbitrage
Regulations that are applicable to the Bonds on the date of issuance of any Bonds and that may
subsequently lawfully be made applicable to the Bonds.
( e) Any one or more of the President, the Vice President and the Chief Financial
Officer is hereby authorized and empowered to approve and execute such supporting documents,
additional certificates or instruments or information returns as may be required or permitted under
the Code and the Arbitrage Regulations and to make any designations, determinations or elections
provided for under the Code or the Arbitrage Regulations on behalf of the County, which
designations, determinations or elections may be reflected in the Issuer's Certificate as to
Arbitrage or other appropriate documentation.
Section 10. The County may, from time to time and at any time, with such consent of
the trustee, the paying agent or the escrow agent for the holder(s) of the Bonds or the holder(s) of
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the Bonds, as applicable, as may be required pursuant to the Documents, adopt resolutions, as
appropriate under the Act, supplemental to this Resolution for the purpose of modifying, altering,
amending, adding to or rescinding any of the terms or provisions contained in this Resolution, the
Bonds or the Documents. Alternatively, before or after the issuance of the Bonds of any series,
regardless of the date on which such Bonds are issued, the President is hereby authorized and
empowered, by executive order or otherwise, to approve on behalf of the County any amendments,
modifications or supplements to the Bonds or the Documents, or negotiate, approve, execute and
deliver any additional documents, certificates or instruments deemed necessary or desirable to
consummate or effect the transactions contemplated by this Resolution, the Bonds or the
Documents or to provide for the same. In addition, if in the judgment of the President, the County
Administrator or the Chief Financial Officer, the interests of the County shall not be adversely
affected thereby, the President, the County Administrator or the Chief Financial Officer, on behalf
of the County, from time to time or at any time following the initial issuance of any series of the
Bonds, may give any consent or approval, take any action, make any determination, demand or
request, or give any notice, direction or other communication provided for on the part of the County
in the Bonds or the Documents. All of the foregoing shall be subject to any approval of the Board
and/or the President as may be required pursuant to federal tax law.
Section 11. The Bonds may not give rise to any pecuniary liability of the County. No
covenant or agreement contained in this Resolution, the Bonds, the Documents or any other
document, instrument or certificate executed, sealed or delivered in connection with the
consummation of the transactions contemplated by this Resolution shall be deemed to be a
covenant or agreement of any official, agent or employee of the County in his or her individual
capacity; and none of the President, the Vice President, the members of the Board, the County
Administrator, the Chief Financial Officer, the County Clerk nor any official, agent or employee
of the County executing the Bonds, the Documents or any of the aforesaid documents, instruments
or certificates shall be subject to any personal liability or accountability by reason of the
authorization, issuance, execution, sealing, acknowledgment or delivery of the same. Pursuant to
the Act, the County will have no obligation under the Act, the Bonds or the Documents to use
County funds to pay debt service on or to prepay or redeem the Bonds, or to pay any other costs
incurred in connection with the enforcement of remedies, whether or not the Maryland Obligated
Group is in default with respect to its obligations under the Bonds or the Documents.
Section 12. The President, the County Administrator and the Chief Financial Officer
are each hereby designated to be an authorized representative of the County for any and all
purposes required or permitted by the Act, this Resolution or the Documents.
Section 13. The President is hereby authorized, empowered and directed to accept the
Letter of Intent, on behalf of the County, in order to further evidence the intention of the County
to issue and sell the Bonds in accordance with the terms and provisions of the Act, this Resolution
and the Letter of Intent.
Section 14. (a) This Resolution is intended to be, and shall constitute, evidence of
the present intention of the County to issue and deliver the Bonds in accordance with the terms
and provisions hereof, for the purpose of facilitating the financing by the Maryland Obligated
Group of the costs of acquisition and improvement of the Facilities. Notwithstanding the
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foregoing, nothing in this Resolution shall be deemed to constitute (i) an undertaking by the
County to expend any of its funds (other than the proceeds from the sale of the Bonds, revenues
derived from any Loan repayments made to the County on account of the Loan, and any other
moneys made available to the County for such purpose) to effect the transactions described herein
or (ii) an assurance by the County as to the availability of one or more ready, willing and able
purchasers for the Bonds or as to the availability of one or more purchasers of the Bonds to whom
the Bonds may lawfully be sold under, among others, applicable federal and state securities and
legal investment laws. Notwithstanding any references in this Resolution to the Bonds being
payable from loan repayments made to the County, it is intended that the Maryland Obligated
Group will make debt service payments directly to the holders of the Bonds or to a trustee, a paying
agent or an escrow agent acting on behalf of the holder(s) of the Bonds.
(b) The County and the Maryland Obligated Group contemplate that the Maryland
Obligated Group may proceed with activities relating to the Project upon the adoption of this
Resolution and prior to the sale, issuance and delivery of the Bonds; provided, however, that ifthe
Maryland Obligated Group so proceeds prior to the determinations of the President as provided
for in Section 5(a) of this Resolution, it does so at its own risk.
(c) The County hereby reserves the right, in its sole and absolute discretion, to take any
actions deemed necessary by the County to ensure that the County (i) complies with present federal
and State laws and any pending or future federal or State legislation, whether proposed or enacted,
which may affect or restrict the issuance of its bonds and other obligations, and (ii) issues its bonds
or other obligations within the limits imposed by such present laws or any such pending or future
legislation or any future local laws, to finance or refinance the costs of those facilities which the
County determines, in its sole and absolute discretion, will provide the greatest benefit to the
residents of the County and the State. In particular, the County reserves the right to choose to issue
its bonds or other obligations (within the meaning of the Act and any present or future State or
local laws) for facilities other than the Facilities, and in such order of priority as it may determine
in its sole and absolute discretion. Pursuant to the provisions of this Section 14, the County
reserves the right in its sole and absolute discretion, to, among other things, (1) never issue any
Bonds, (2) issue only a portion of the original aggregate principal amount of the Bonds requested
by the Maryland Obligated Group, (3) restrict the use of the proceeds of the Bonds, (4) delay
indefinitely the issuance of the Bonds, or (5) take any other actions deemed necessary by the
County, in its sole discretion, to determine that the County (as a public body within the meaning
of the Act) achieves the goals set forth in the Act and in this Resolution.
Section 15. Prior to the adoption of this Resolution, a public hearing on the proposed
financing of the costs of acquisition and improvement of the Facilities and other costs permitted
by Section 12-llO(b) of the Act and the issuance of the Bonds in connection therewith was held
before the Board in accordance with law and Section 147(£) of the Code. The Board hereby
ratifies, approves and confirms the publication on behalf of the County of the notice of that public
hearing that was given in accordance with law and Section 147(£) of the Code. As the "applicable
elected representative" of the County within the meaning of Section 147(£) of the Code and the
regulations promulgated thereunder, the Board, after giving due consideration to the sustainability
of jobs, the potential for increased economic development activities and the health, safety and
welfare of residents of the County and the State to be achieved through the issuance of the Bonds,
-14 -
hereby approves the issuance of the Bonds and the use of the proceeds of the Bonds to finance
costs of the Project for the purposes of Section 147(f) of the Code by adoption ofthis Resolution.
Section 16. Unless previously exercised, the authority to issue the Bonds contained in
this Resolution shall expire on the date that is one (1) year from the effective date of this
Resolution, unless such authority shall have been extended by a resolution supplemental hereto.
Section 17. The provisions of this Resolution shall be liberally construed in order to
effectuate the transactions contemplated by this Resolution.
Section 18. The provisions of this Resolution are severable, and if any provision,
sentence, clause, section or part hereof is held or determined to be illegal, invalid, unconstitutional
or inapplicable to any person or circumstance, such illegality, invalidity, unconstitutionality or
inapplicability shall not affect or impair any of the remaining provisions, sentences, clauses,
sections or parts of this Resolution or their application to other persons or circumstances. It is
hereby declared to be the intent of the County that this Resolution would have been adopted if
such illegal, invalid, unconstitutional or inapplicable provision, sentence, clause, section or part
had not been included herein, and if the person or circumstances to which this Resolution or any
part hereof are inapplicable had been specifically exempted herefrom, provided however,
notwithstanding anything contained in this Section, neither the faith and credit nor the taxing
power of the County shall be deemed pledged hereby, and the County shall not hereby incur any
indebtedness or charge against the general credit or taxing powers of the County, within the
meaning of any constitutional or charter provision or statutory limitation, and the transactions
authorized hereby shall not give rise to any pecuniary liability of the County.
Section 19. This Resolution shall take effect from the date of its adoption. Pursuant to
Section 12-11 l(e) of the Act, this Resolution is administrative in nature, is not subject to
procedures required for legislative acts and is not subject to referendum.
[CONTINUED ON FOLLOWING PAGE]
-15 -
Adopted this ______ day of __________ , 2020.
(SEAL)
ATTEST :
Krista L. Hart
County Clerk
Approved as to form and legal sufficiency:
Kirk C. Downey
County Attorney
#216345;50052.043
-16 -
COUNTY COMMISSIONERS OF
WASHINGTON COUNTY
By: ___________ _
Jeffrey A. Cline
President, Board of County
Commissioners of Washington County
EXHIBIT A
LEITE R OF INTENT
[See Attached]
HOMEWOOD AT WILLIAMSPORT
MD, INC.
16505 VIRGINIA A VENUE
WILLIAMSPORT, MARYLAND 21795
HOMEWOOD AT FREDERICK MD, INC.
7407 WILLOW ROAD
FREDERICK, MARYLAND 21702
July 7, 2020
County Commissioners of Washington County
100 W. Washington Street, Suite 1101
Hagerstown, Maryland 21740
Through: Kirk C. Downey, Interim County Administrator
Re: Proposed Refunding and New Money Bonds for the Homewood at Williamsport
and Homewood at Frederick Continuing Care Retirement Communities
Ladies and Gentlemen:
Homewood at Williamsport MD, Inc. ("Homewood Williamsport") and Homewood at
Frederick MD, Inc. ("Homewood Frederick" and, collectively with Homewood Williamsport, the
"Maryland Obligated Group"), respectfully request that County Commissioners of Washlngton
County, a body politic and corporate, a political subdivision of the State of Maryland (the
"State"), and a "public body" within the meaning of the Act identified below (the "County"),
participate in the refinancing and financing of the acquisition and "improvement" (within the
meaning of the Act) by the Maryland Obligated Group of certain "facilities" (within the meaning
of the Act) identified below, by authorizing, selling and issuing its economic development
revenue bond or bonds in one or more series from time to time in an original aggregate principal
amount not to exceed One Hundred Sixty-Five Million Dollars ($165,000;000.00) (the
"Bonds"). References to the Bonds in this letter of intent shall be construed to refer to the
issuance of any bonds, notes or other evidences of obligation, in whatever form and by whatever
name known, as permitted by the Act. The Bonds may be tax-exempt and/or taxable for federal
income tax purposes. Any such series of the Bonds may consist of a single bond. Any bond
may be issued in installment form and/or draw-down form. The Bonds will be issued pursuant to
the provisions of the Maryland Economic Development Revenue Bond Act, Sections 12-101 to
12-118, inclusive, of the Economic Development Article of the Annotated Code of Maryland, as
replaced, supplemented or amended (the "Act"), or such other statutory authority as may exist
when the Bonds are issued. It is intended that this letter, if accepted by the County, shall
constitute a "letter of intent" as contemplated by the Act.
The Act empowers, among other public bodies, all the counties and municipal
corporations of the State of Maryland (the "State") to borrow money by issuing negotiable
revenue "bonds" (as defined in the Act) and to loan the proceeds of the sale thereof to a "facility
Page2
user" (as defined in the Act) to "finance", among other activities, the acquisition and
"improvement" of any "facility" (each as defined in the Act). The Maryland Obligated Group is
a "facility applicant" and a "facility user'' within the meaning of the Act. The Facilities
identified herein each constitute a "facility" as defined in the Act. As defined in the Act,
"finance" includes "refinance", and references in this letter of intent to "finance" and similar
words shall be deemed to include references to "reimburse" or ''refinance" and similar words.
The Act provides that bonds may be issued pursuant to the provisions thereof to refund other
bonds. Any terms which are used in this letter of intent and also defined in the Act are intended
to have the meanings given to such terms in the Act; unless otherwise expressly provided herein.
The proposed undertaking consists of and includes (1) refunding in whole or in part the
then-outstanding (a) Washington County, Maryland Variable Rate Demand Revenue Bonds
(Homewood at Williamsport Facility) Series 2007 issued in the original aggregate principal
amount of$12,000,000 (the "2007 Bonds"), (b) County Commissioners of Washington County
Variable Rate Demand Revenue Bonds (Homewood at Williamsport Facility), Series 2011
issued in the original aggregate principal amount of $9,425,000 (the "2011 Bonds"), (c)
Frederick County, Maryland Variable Rate Demand/Fixed Rate Revenue Bonds (Homewood at
Frederick MD, Inc. Facility) 1997 Issue issued in the original aggregate principal amoilllt of
$20,450,000 (the "1997 Bonds"), and (d) Frederick County, Maryland Retirement Facilities
Mortgage Revenue Bond (Homewood at Willow Ponds Facility) 2014 issue issued in the
original principal amount of $86,000,000 (the "2014 Bond" and, collectively with the 2007
Bonds, the 2011 Bonds and the 1997 Bonds, the "Prior Bonds"); (2) refinancing a taxable loan
from M&T Bank used to :finance a portion of the construction and acquisition of approximately
18 independent living units on the Frederick Campus identified below; (3) financing (a) the
remaining . portion of the construction and acquisition of approximately 49 independent living
units on the Frederick Campus, (b) certain additional improvements and renovations to the
continuing care retirement community on the Frederick Campus, ( c) certain improvements and
renovations to the continuing care retirement community on the Williamsport Campus identified
below, (d) necessary and useful equipment, machinery, furnishings and fixtures in connection
with the foregoing, and ( e) any other improvements or interests in land as may be necessary or
useful for the foregoing; (4) funding any necessary reserves for the Bonds; and (5) financing or
reimbursing costs of issuance of the Bonds and any other costs related to the transaction that are
permitted by Section 12-llO(b) of the Act (the undertakings referred to in clauses (1)-(5) being
referred to collectively as the "Project"). By undertaking the Project, the Maryland Obligated
Group will be effecting the refinancing and financing of the acquisition and improvement of the
Facilities identified below and the financing of other costs permitted by the Act.
Proceeds of the 2007 Bonds were applied to finance, reimburse or refinance (1) the
demolition of a portion of the existing nursing home located on the approximately 29 acre parcel
of land on the Williamsport Campus and site work; (2) the acquisition and construction of an
approximately 72,000 square foot building located on the Williamsport Campus and other
campus improvements; (3) the acquisition and installation of necessary and useful equipment,
machinery, furnishings and fixtures in connection with the foregoing; (4) the acquisition of other
improvements or interests in land as were necessary or useful for the foregoing; and (5) costs of
issuance, capitalized interest and other costs permitted by the Act.
Page3
Proceeds of the 2011 Bonds were applied to finance, reimburse or refinance (1) the
renovation of the remaining portion of the previous nursing facility (health care center) located
on the Williamsport Campus, including (without limitation) asbestos removal and gutting of the
interior, to create approximately 35 new apartments containing approximately 67,960 aggregate
square feet; (2) the remodeling of the exterior of the building; (3) the acquisition and installation
of necessary and useful equipment, machinery, furnishings and fixtures in connection with the
foregoing; and ( 4) costs of issuance, capitalized interest and other costs permitted by the Act.
Proceeds of the 1997 Bonds were applied to finance, reimburse or refinance (1) the
acquisition, construction and improvement of the retirement care community on the Frederick
Campus consisting of (a) a 120-bed skilled nursing facility containing approximately 63,300
square feet, (b) a 31-bed assisted living facility containing approximately 18,200 square feet, ( c)
122 apartments containing approximately 141,600 square feet, and (d) related support elements;
and (2) costs of issuance, capitalized interest and other costs permitted by the Act.·
Proceeds of the 2014 Bond were applied to finance, reimburse or refinance (1) the
acquisition and improvement on the Frederick Campus of (a) infrastructure, grading, road and
site improvements, (b) approximately 100 cottages, (c) an 85-unit apartment facility containing
approximately 169,435 square feet, (d) a community center containing approximately 54,932
square feet, ( e) an underground parking garage containing approximately 52,967 square feet, and
(f) necessary and useful equipment, machinery, furnishings and :fixtures in connection with the
foregoing; (2) other improvements or interests in land necessary or useful for the foregoing; and
(3) costs of issuance, capitalized interest and other costs permitted by the Act.
The Facilities consist of and include (1) the facilities and improvements the costs of
which were financed, reimbursed or refinanced from proceeds of the 2007 Bonds and the 2011
Bonds, which are part of a continuing care retirement community known as Homewood at
Williamsport that is located at 16505 Virginia Avenue, Williamsport, Maryland 21795 (the
"Williamsport Cam.pus"), (2) the improvements and renovations to be undertaken on the
Williamsport Campus using proceeds of the Bonds, together with any other improvements or
interests in land as may be necessary or useful in connection therewith to be funded from
proceeds of the Bonds (the foregoing identified in clause (1) and this clause (2) being
collectively referred to as the "Williamsport Facilities"), (3) the facilities and improvements the
costs of which were financed, reimbursed or refinanced from proceeds of the 1997 Bonds and the
2014 Bond, which are part of a continuing care retirement community known as Homewood at
Frederick that is located at 7407 Willow Road, Frederick. Maryland 21702 (the "Frederick
Campus"), ( 4) the approximately 67 independent living units to be financed, reimbursed and
refinanced from proceeds of the Bonds, and (5) the additional improvements and renovations to
be undertaken on the Frederick Campus using proceeds of the Bonds, together with any other
improvements or interests in land as may be necessary or useful in connection therewith to be
funded from proceeds of the Bonds (the foregoing identified in clauses (3) and (4) and this clause
(5) being collectively referred to as the "Frederick Facilities" and, together with the Williamsport
Facilities, collectively as the "Facilities").
The Williamsport Facilities are and will be initially owned and operated by Homewood
Williamsport and located within the corporate boundaries of the County. The Williamsport
Facilities are and will be used by Homewood Williamsport in its capacity as a 501(c)(3)
Page4
organization, within the meaning of Section 150(a)(4) of the Internal Revenue Code of 1986, as
amended (the "Code"), for tax-exempt purposes in its activities of owning and operating
continuing care retirement communities and related amenities.
The Frederick Facilities are and will be initially owned and operated by Homewood
Frederick and located within the corporate boundaries of Frederick County, Maryland
("Frederick County"). The Frederick Facilities are and will be used by Homewood Frederick in
its capacity as a 501(c)(3) organization, within the meaning of Section 150(a)(4) of the Code, for
tax-exempt purposes in its activities of owning and operating continuing care retirement
communities and related amenities.
The Act does not require that bonds issued pursuant to the Act be applied to finance the
acquisition and improvement of facilities located solely within the issuer's jurisdiction.
Homewood Retirement Centers, Inc. (previously known as Homewood Retirement Centers of
the United Church of Christ, Inc. and referred to herein as "HRC") was a co-borrower with
certain related entities of proceeds of the Prior Bonds . In an effort to restructure the outstanding
debt relating to the Facilities and remove itself and Homewood Foundation, Inc. as co-borrowers
while enhancing its owner/operator affiliates' borrowing power, HRC desires to create an
obligated group structure in the states where its affiliates operate, and has proposed that
Homewood Williamsport and Homewood Frederick form the Maryland Obligated Group. HRC,
the parent company of the Maryland Obligated Group members, is located in the County and
provides management oversight for all Homewood subsidiaries (including those located in
Pennsylvania), including centralized payroll, billing, purchasing, accounts payable, human
resources, regulatory and accounting. Because HRC and the Williamsport Campus are located in
the County, the Maryland Obligated Group is requesting that the County issue the Bonds for
purposes of the Project.
The Maryland Obligated Group proposes that the County lend the proceeds of the sale of
the Bonds (referred to herein as the "Loan") to the Maryland Obligated Group under one or more
loan agreements (by whatever name known, including (without limitation) a loan and financing
agreement or a similar agreement, referred to collectively herein as the "Loan Agreement"). The
Loan Agreement will require the Maryland Obligated Group to (1) use the proceeds of the Loan
for the sole and exclusive purpose of refinancing and financing costs of the Project, (2) make
Loan payments (both principal and interest) sufficient to pay the principal of and mterest and
redemption or prepayment premium, if any, on the Bonds, as the same become due and payable,
(3) pay all expenses incurred by the County in connection with the sale and iss~ce of the
Bonds and the making and administration of the Loan, as the same become due and payable, and
( 4) indemnify the County for any liabilities of the County relating to the Bonds and the
transactions contemplated by the Loan Agreement. The Loan Agreement and any corresponding
master trust indenture, trust indenture, supplemental trust indenture or similar agreement and any
other documents providing security for the Bonds, will contain such other provisions as may be
required by law and as may be agreed to by the Maryland Obligated Group, the County, any
trustee, bond registrar, paying agent or escrow agent for the Bonds and the purchaser(s) of the
Bonds, as applicable, as permitted by law. One or more series of the Bonds are expected to be
sold by negotiated sale in a negotiated underwriting and one or more series of the Bonds may be
Page 5
sold in a direct purchase transaction, but the final determination of any such method of sale will
occur at a later date.
The Bonds shall be limited obligations of the CoWlty, the principal of, premium, if any,
and interest on which shall be payable solely from the revenue derived from Loan repayments
(both principal and interest) payable by the Maryland Obligated Group pursuant to the terms and
provisions of the Loan Agreement or other money made available to the CoWlty for such
purpose. The Maryland Obligated Group understands that the Bonds and the interest thereon (1)
shall be limited obligations of the County, (2) are not debts or charges against the general credit
or taxing power of the CoWlty within the meaning of any constitutional or charter provision or
statutory limitation, and (3) may not give rise to any pecuniary liability of the County. The
Bonds are not a debt to which the faith and credit of the County or any other public body is
pledged.
The purpose of the Project is to achieve interest rate savings, fix the debt service
component of annual operating costs (certain of the Prior Bonds bear interest at a variable rate),
and, with respect to the components of the Project that involve the acquisition and improvement
of new facilities and improvements, to finance or refinance such costs at rates more favorable
than those obtainable from conventional financing. If the Bonds are issued as fixed rate bonds as
anticipated, budgetary uncertainty will be eliminated due to the locking-in of fixed interest rates.
The Maryland Obligated Group believes that the sale, issuance and delivery of the Bonds
by the County, the attendant refinancing of costs of the acquisition and improvement of that
portion of the costs of the Facilities previously financed or refinanced from proceeds of the Prior
Bonds, and the refinancing, financing or reimbursement of costs of the acquisition and
improvement of facilities and improvements currently underway or to be funded from proceeds
of the Bonds at the Williamsport Campus and the Frederick Campus will (1) enhance the senior
care provided by the Maryland Obligated Group to the residents of the Williamsport Campus and
the Frederick Campus, (2) pennit the Maryland Obligated Group to expand the resident census at
the Frederick Campus, increase employment by the creation of a significant number of
temporary (construction period) jobs and the addition of several permanent positions at the
Frederick Campus, and sustain employment through a restructuring of the Maryland Obligated
Group's overall debt and, accordingly, will generally promote the declared legislative purposes
of the Act by (i) sustaining jobs and employment by the retention of a significant number of jobs,
thus relieving conditions of Wlemployment in the County and the State; (ii) assisting in the
retention of existing industry and commerce and in the attraction of new industry and commerce
in the County and the State; (iii) promoting economic development in the County and the State;
and (iv) generally promoting the health, welfare and safety of the residents of the County and the
State.
Financial considerations have been a factor leading to the Maryland Obligated Group's
intention to refinance and finance the costs of acquisition and improvement of the Facilities. The
Maryland Obligated Group has investigated the availability and feasibility of conventional
financing for the Project. The Maryland Obligated Group has received proposals for the sale of
the Bonds through a negotiated underwriting and through a direct purchase transaction. Even if
the Maryland Obligated Group does not close on a :financing pursuant to any of the proposals
Page6
received to date, the Maryland Obligated Group has been advised by its financial advisor that it
can receive terms more favorable than those available through conventional financing by
pursuing a transaction in the nature of the proposed Bonds. The decision of the Maryland
Obligated Group to refinance and finance costs of the acquisition and improvement of the
Facilities has been materially influenced by the availability of economic development revenue
bond financing from the County under the Act or other applicable law.
The Maryland Obligated Group intends that the interest payable on the Bonds shall be
excludable from the gross income of the owners of the Bonds for purposes of federal income
taxation pursuant to Section 103 of the Code. Notwithstanding such intention, the Maryland
Obligated Group understands that the ability of the County to issue the Bonds on such a tax.
exempt basis is subject to previous actions or inactions of the Maryland Obligated Group with
respect to the Prior Bonds and the existing Facilities, the expectations of the Maryland Obligated
Group with respect to the use of the proceeds of the Bonds and the enactment of federal
legislation that may limit the ability of the County to issue the Bonds on such a tax-exempt basis.
It is further understood and agreed to by the Maryland Obligated Group that the proposal
contained herein is subject to: (a) a public hearing to be held by the County following prior
published notice in a newspaper of general circulation in Washington County; (b) the approval
and appropriate action by the Board of County Commissioners of the County (the "Board") and
the President of the Board of County Commissioners of the County (the "President"), as
applicable; and ( c) the approval of the detailed provisions of all documents pertaining to the
Project as yet to be developed, including (without limitation) the Loan Agreement. The issuance
of any Bonds for the components of the Project allocable to the Frederick Campus is further
subject to (a) a public hearing held or to be held by the applicable elected representative of
Frederick County (within the meaning of Section 1.147(f)-1 of the regulations promulgated
under the Code), and (b) the approval and appropriate action by the applicable elected
representative of Frederick County. The acceptance of this letter of intent by the County shall be
evidence of the bona fide present intention, but not the commitment, of the County to authorize
the sale, issuance and delivery of the Bonds and to authorize the Loan for the purposes described
herein; provided, however, that the Maryland Obligated Group recognizes that:
1. The County cannot make any guarantee, promise or assurance that the
terms and conditions of the Bonds (including, but not limited to, the principal amount of the
Bonds to be issued, the rate or rates of interest the Bonds are to bear, the times and place or
places that the Bonds are to be executed, issued and delivered, the redemption or prepayment
provisions for the Bonds, the form, tenor and denominations of the Bonds and the times and
place or places of payment of the Bonds and the amounts payable at such tilnes), as actually
authorized to be issued, will be acceptable to the Maryland Obligated Group;
2. The County can give no guarantee, promise or assurance as to the
availability of ready, willing and able purchasers of the Bonds or as to the availability of one or
more purchasers of the Bonds to whom the Bonds may lawfully be sold under, among others,
applicable federal aiid state securities and legal investment laws;
Page 7
3. The ability of the County to issue any Bonds as tax-exempt obligations
depends in large measure upon prior and prospective compliance by the Maryland Obligated
Group with applicable provisions of the Code and the regulations promulgated thereunder, and
such provisions may be changed without the County's knowledge or consent and, therefore, the
County can give no assurance and makes no representation that the Bonds, if issued, or the
income therefrom, will be tax-exempt; and
4. The County makes no representation and offers no opnnon on the
appropriateness of having the Bonds issued to refinance and finance costs of the Project in lieu of
other financing alternatives or as to any benefit to the Maryland Obligated Group resulting from
the issuance of the Bonds.
Prior to the issuance of any of the Bonds, in accordance with the Act, the Board must
adopt a resolution specifying and determining, or authorizing the appropriate County official to
specify or determine, the proposed undertaking, the amount of the Bonds to be issued, the rate or
rates of interest the Bonds are to bear (or the method of determining such ·rate or rates), and such
other provisions not inconsistent with the Act as shall be determined to be necessary or desirable
to effect the refinancing and financing of costs of the Project, including (without limitation) the
time that the Bonds are to be executed, issued and delivered, the principal amount of the Bonds
to be issued, the form, tenor and denominations of the Bonds, the times and place or places of
payment of the principal of and interest on the Bonds and the amounts payable at such times.
References to the Bonds in this paragraph shall be construed to mean any series of the Bonds.
The Board's adoption of any such bond authorizing resolution providing for the sale and
issuance of the Bonds and its acceptance of this letter of intent are intended solely to implement
the Project contemplated hereby. The acceptance of this letter of intent, the adoption by the
Board of an authorizing resolution and any other approvals of one or more County officials given
in accordance with the provisions of the Act shall not constitute any assurance by the County that
(a) the Maryland Obligated Group will have the ability to make payments sufficient to provide
for the repayment of the Bonds, (b) the Facilities are or will be feasible, economically or
otherwise, (c) the portion of the Facilities that have not been completed will be completed, or (d)
the Facilities are or will be in compliance with applicable State, local or federal laws, nor shall it
in any way indicate the approval of, or constitute any commitment for approval by, the County or
any of its officials, officers or employees of any subdivision plat, license, permit, application or
any other request to the County, if any, with respect to the zoning, land use, desi~ co11struction,
development or other matters relating to the Facilities or the acquisition, improvement or
operation of the Facilities.
The Maryland Obligated Group hereby agrees that the County will not incur any liability,
direct or indirect, or any cost, direct or indirect, in connection with the authorization, sale and
issuance of the Bonds, the making of the Loan, the acquisition and improvement of the
components of the Facilities that have not been completed or the refinancing and financing of
costs of the acquisition and improvement of the Facilities; accordingly, the Maryland Obligated
Group shall (a) select and work with the suppliers and contractors that will provide, construct,
equip and otherwise improve the components of the Facilities that have not been completed, and
negotiate and approve all contracts, construction plans and specifications, (b) negotiate and
Page8
approve all refinancing and financing arrangements in connection with the Project, and (c) to the
extent Bond proceeds are not available to pay the costs referred to in clauses (a) and (b), pay all
costs incurred by or on behalf of the County in connection with the authorization, sale and
issuance of the Bonds, the making of the Loan, including the administration thereof, and the
refinancing and :financing of costs of the Project, including (without limitation) all costs incurred
in connection with the development of the appropriate legal documents necessary to effectuate
the proposed Project, including (without limitation) the fees and expenses of bond counsel and
issuer's counsel, and compensation to any other person (other than full-time employees of the
County) performing services by or on behalf of the County in connection with the transaction$
contemplated by this letter of intent, including, without limitation, any trustee, bond registrar or
paying agent for the Bonds and any escrow agent or verification consultant, whether or not any
Bonds are issued or the proposed Project is consummated. The County shall have no liability or
responsibility for the payment of any such fees and expenses. The Maryland Obligated Group
further acknowledges and agrees that the County shall have no responsibility or liability for any
costs incurred by Frederick County in connection with the transactions contemplated by this
letter of intent, including (without limitation) fees or expenses incurred by professionals retained
by Frederick County.
The Maryland Obligated Group hereby agrees to indemnify and hold harmless the
County and all of its officials, officers, employees, agents and representatives from any and all
claims, damages, expenses, fees and costs of any nature whatsoever in connection with the
refinancing or financing of costs of the Project, activities relating to the acquisition and
improvement of the Facilities, the issuance of any Bonds and other related costs permitted by the
Act.
The Maryland Obligated Group agrees to pay to the County an issuer's fee of
$100,000.00.
Nothing contained in this letter of intent shall be deemed to constitute an undertaking by
the County to expend any of its funds to effect any or all of the transactions contemplated by this
letter of intent. The Maryland Obligated Group understands, acknowledges and agrees that,
pursuant to the Act, the County has no obligation under the Act and will have no obligation
under any documents relating to the Bonds, if issued, to use County funds to pay debt service on
or to prepay or redeem the Bonds, or to pay any other costs incurred in connection with the
enforcement of remedies, whether or not the Maryland Obligated Group is in default with respect
to its obligations under the Bonds or such documents.
While any acceptance by the County of this letter of intent will evidence the County's
present intention to issue the Bonds, the Maryland Obligated Group hereby acknowledges that
the County reserves the right, in its sole and absolute discretion, to take any actions it deems
necessary in order to ensure that it: (a) complies with present federal and State laws and any
pending or future federal or State legislation, whether proposed or enacted, which may affect or
restrict the issuance of its bonds, and (b) issues its bonds within the limits imposed by such
present laws or any such pending or future legislation or any future local laws, to refinance or
fmance the acquisition and improvement of those facilities that the County determines, in its sole
and absolute discretion, will provide the greatest benefit to the residents of the County and the
State. In particular, the County resexves the right to choose to issue its bonds (within the
Page9
meaning of the Act and any present or future State or local laws) for facilities other than the
Facilities, and in such order of priority as it may determine in its sole and absolute discretion.
Accordingly, if the Maryland Obligated Group proceeds with the Project before the County
finally determines to issue the Bonds, the Maryland Obligated Group does so at its own risk.
The Maryland Obligated Group agrees to use its best efforts to complete the Project
contemplated by this letter of intent.
If at any time the Maryland Obligated Group decides not to proceed with the Project, it
will promptly notify the Interim County Administrator in writing of such determination, stating
the reasons therefor.
To the extent any series of the Bonds is to be issued as tax-exempt bonds for purposes of
the Code, the Maryland Obligated Group agrees that all certifications (including opinions of the
Maryland Obligated Group's counsel) required by bond counsel for the transaction will be
provided in order to establish that interest on the Bonds will be exempt from federal income
taxation (including certifications enabling the County to certify th.at such Bonds are not arbitrage
bonds).
The Maryland Obligated Group expects that the Bonds wili be issued within one (1) year
of the date of adoption by the Board of any authorizing resolution, and acknowledges that if the
Bonds are not so issued by the applicable one year date, any authorizing resolution will expire by
its terms unless extended by the County by supplemental resolution, which decision as to the
granting or denial of such extension shall be in the sole and absolute discretion of the Board.
The Maryland Obligated Group understands that any series of the Bonds will not be
"qualified tax-exempt obligations" within the meaning of Section 265(b )(3) of the Code.
The Maryland Obligated Group accepts, and understands that by execution of this letter
of intent, the County has accepted (i) the _designation of the firm of Miles & Stockbridge P.C. as
(A) bond counsel to render customary approving and tax opinions relating to the Bonds and (B)
counsel to the Maryland Obligated Group, and (ii) the designation of the firm of Funk & Bolton,
P.A. as issuer's co~el.
The obligations of the Maryland Obligated Group under this letter of intent shall be joint
and several with respect to the member8 of the Maryland Obligated Group.
This letter of intent may be executed in counterparts and counterpart signature pages of
this letter of intent may be circulated by facsimile transmission and/or e-mail; any such
counterparts circulated in such manner shall be treated as originals for all purposes.
The Maryland Obligated Group gratefully acknowledges the County's participation in the
proposed transaction to date, including the County's agreement to hold a public hearing
regarding the proposed issuance of the Bonds and the publication of notice of such public
hearing.
Page 10
#216346;50052.043
Thank you in advance for your consideration.
HOMEWOOD AT WILLIAMSPORT MD,
INC .
.1""·:
By/JJ41ll/!;Jf!r andace McM en
President
(Authorized Signatory)
Very truly yours,
HOMEWOOD AT FREDERICK MD, INC.
By:~Jfft andaCeMcM~
President
(Authorized Signatory)
[CONTINUED ON FOLLOWING PAGE]
Page 11
Accepted by the President of the Board of County Commissioners of Washington County
this day of , 2020, pursuant to a
Resolution passed by the Board of County Commissioners of Washington County on
-----------'' 2020.
COUNTY COMMISSIONERS OF
WASHINGTON COUNTY
By:
---------------~ Jeffrey A. Cline
President of the Board of County
Commissioners
Open Session Item
SUBJECT: COVID-19 Public Relations Project
PRESENTATION DATE: July 21, 2020
PRESENTATION BY: Charles Brown, Emergency Manager
RECOMMENDED MOTION: Request to accept and approve the Public Relations Project as
and allow for the County Attorney and the President of the Board of County Commissioners to
authorize all contracts which may be required to complete the project.
REPORT-IN-BRIEF: On July 14, 2020 the Commissioners were presented with a request to
approve an MOU with the Washington County Health Department which would allow
Washington County to seek reimbursement for expenditures due to certain health related
expenses. One of those expenses was a comprehensive Public Relations Project designed to
remind and educate on the importance of wearing face coverings, social distancing, and hand
washing. This campaign is an effort to slow the spread of COVID-19 and ensure the County can
continue to remain open.
DISCUSSION: The Washington County Health Department has allocated up to $500,000.00 to
the Washington County Public Relations Department to complete this project. Washington
County does not require following a standard procurement policy for advertising projects. This
project will include the creation of a digital platform, creation of Public Service Announcements,
banners, and vehicle wraps, etc., and will be broadcast on multiple platforms to include social
media, radio, television, and newspaper. Throughout this project various contracts may be
required. As we are aware, the COVID-19 situation is ever changing and requires that timely
and accurate educational information is distributed to the public. Approving this project as a
whole and authorizing the County Attorney and President of the Board of County
Commissioners to initiate required contracts will allow for Washington County to meet those
crucial messaging timelines.
FISCAL IMPACT: None
CONCURRENCES: Interim County Administrator
ALTERNATIVES: None
ATTACHMENTS: None
AUDIO/VISUAL NEEDS: N/A
Board of County Commissioners of Washington County, Maryland
Agenda Report Form
Open Session Item
SUBJECT: CARES Act Reallocation Discussion
PRESENTATION DATE: July 21, 2020
PRESENTATION BY: Sara Greaves, Chief Financial Officer, Susan Buchanan, Director
Office of Community Grant Management, Susan Small, Director of Business Management, Tom
Brown, Jr, Emergency Manager
RECOMMENDED MOTION: Discussion regarding the potential reallocation of unspent
CARES Act funding from the non-healthcare portion.
REPORT-IN-BRIEF: On July 14, 2020 staff presented an overview of the current status of the
non-healthcare portion of the CARES Act funding. During that meeting staff advised they
would return to discuss potential options to reallocate unspent funds.
DISCUSSION: Eligible expenditures are those made between March 1, 2020 and December 30,
2020, and must not have been accounted for in the most recently approved budget. In addition,
loss of revenue and Emergency Operations Center costs do not qualify.
Together We Serve – Susan Buchanan
Together We Rise – Susan Small
IT Projects – Sara Greaves
FISCAL IMPACT: The non-healthcare portion of the Coronavirus Relief Fund provides for
$13M in funding.
CONCURRENCES: Interim County Administrator
ALTERNATIVES: None
ATTACHMENTS: Treasury Department FAQs
AUDIO/VISUAL NEEDS: N/A
Board of County Commissioners of Washington County, Maryland
Agenda Report Form
1
Coronavirus Relief Fund
Frequently Asked Questions
Updated as of June 24, 2020
The following answers to frequently asked questions supplement Treasury’s Coronavirus Relief Fund
(“Fund”) Guidance for State, Territorial, Local, and Tribal Governments, dated April 22, 2020,
(“Guidance”).1 Amounts paid from the Fund are subject to the restrictions outlined in the Guidance and
set forth in section 601(d) of the Social Security Act, as added by section 5001 of the Coronavirus Aid,
Relief, and Economic Security Act (“CARES Act”).
Eligible Expenditures
Are governments required to submit proposed expenditures to Treasury for approval?
No. Governments are responsible for making determinations as to what expenditures are necessary due to
the public health emergency with respect to COVID-19 and do not need to submit any proposed
expenditures to Treasury.
The Guidance says that funding can be used to meet payroll expenses for public safety, public health,
health care, human services, and similar employees whose services are substantially dedicated to
mitigating or responding to the COVID-19 public health emergency. How does a government
determine whether payroll expenses for a given employee satisfy the “substantially dedicated”
condition?
The Fund is designed to provide ready funding to address unforeseen financial needs and risks created by
the COVID-19 public health emergency. For this reason, and as a matter of administrative convenience
in light of the emergency nature of this program, a State, territorial, local, or Tribal government may
presume that payroll costs for public health and public safety employees are payments for services
substantially dedicated to mitigating or responding to the COVID-19 public health emergency, unless the
chief executive (or equivalent) of the relevant government determines that specific circumstances indicate
otherwise.
The Guidance says that a cost was not accounted for in the most recently approved budget if the cost is
for a substantially different use from any expected use of funds in such a line item, allotment, or
allocation. What would qualify as a “substantially different use” for purposes of the Fund eligibility?
Costs incurred for a “substantially different use” include, but are not necessarily limited to, costs of
personnel and services that were budgeted for in the most recently approved budget but which, due
entirely to the COVID-19 public health emergency, have been diverted to substantially different
functions. This would include, for example, the costs of redeploying corrections facility staff to enable
compliance with COVID-19 public health precautions through work such as enhanced sanitation or
enforcing social distancing measures; the costs of redeploying police to support management and
enforcement of stay-at-home orders; or the costs of diverting educational support staff or faculty to
develop online learning capabilities, such as through providing information technology support that is not
part of the staff or faculty’s ordinary responsibilities.
Note that a public function does not become a “substantially different use” merely because it is provided
from a different location or through a different manner. For example, although developing online
instruction capabilities may be a substantially different use of funds, online instruction itself is not a
substantially different use of public funds than classroom instruction.
1 The Guidance is available at https://home.treasury.gov/system/files/136/Coronavirus -Relief-Fund-Guidance-for-
State-Territorial-Local-and-Tribal-Governments.pdf.
2
May a State receiving a payment transfer funds to a local government?
Yes, provided that the transfer qualifies as a necessary expenditure incurred due to the public health
emergency and meets the other criteria of section 601(d) of the Social Security Act. Such funds would be
subject to recoupment by the Treasury Department if they have not been used in a manner consistent with
section 601(d) of the Social Security Act.
May a unit of local government receiving a Fund payment transfer funds to another unit of
government?
Yes. For example, a county may transfer funds to a city, town, or school district within the county and a
county or city may transfer funds to its State, provided that the transfer qualifies as a necessary
expenditure incurred due to the public health emergency and meets the other criteria of section 601(d) of
the Social Security Act outlined in the Guidance. For example, a transfer from a county to a constituent
city would not be permissible if the funds were intended to be used simply to fill shortfalls in government
revenue to cover expenditures that would not otherwise qualify as an eligible expenditure.
Is a Fund payment recipient required to transfer funds to a smaller, constituent unit of government
within its borders?
No. For example, a county recipient is not required to transfer funds to smaller cities within the county’s
borders.
Are recipients required to use other federal funds or seek reimbursement under other federal programs
before using Fund payments to satisfy eligible expenses?
No. Recipients may use Fund payments for any expenses eligible under section 601(d) of the Social
Security Act outlined in the Guidance. Fund payments are not required to be used as the source of
funding of last resort. However, as noted below, recipients may not use payments from the Fund to cover
expenditures for which they will receive reimbursement.
Are there prohibitions on combining a transaction supported with Fund payments with other CARES
Act funding or COVID-19 relief Federal funding?
Recipients will need to consider the applicable restrictions and limitations of such other sources of
funding. In addition, expenses that have been or will be reimbursed under any federal program, such as
the reimbursement by the federal government pursuant to the CARES Act of contributions by States to
State unemployment funds, are not eligible uses of Fund payments.
Are States permitted to use Fund payments to support state unemployment insurance funds generally?
To the extent that the costs incurred by a state unemployment insurance fund are incurred due to the
COVID-19 public health emergency, a State may use Fund payments to make payments to its respective
state unemployment insurance fund, separate and apart from such State’s obligation to the unemployment
insurance fund as an employer. This will permit States to use Fund payments to prevent expenses related
to the public health emergency from causing their state unemployment insurance funds to become
insolvent.
3
Are recipients permitted to use Fund payments to pay for unemployment insurance costs incurred by
the recipient as an employer?
Yes, Fund payments may be used for unemployment insurance costs incurred by the recipient as an
employer (for example, as a reimbursing employer) related to the COVID-19 public health emergency if
such costs will not be reimbursed by the federal government pursuant to the CARES Act or otherwise.
The Guidance states that the Fund may support a “broad range of uses” including payroll expenses for
several classes of employees whose services are “substantially dedicated to mitigating or responding to
the COVID-19 public health emergency.” What are some examples of types of covered employees?
The Guidance provides examples of broad classes of employees whose payroll expenses would be eligible
expenses under the Fund. These classes of employees include public safety, public health, health care,
human services, and similar employees whose services are substantially dedicated to mitigating or
responding to the COVID-19 public health emergency. Payroll and benefit costs associated with public
employees who could have been furloughed or otherwise laid off but who were instead repurposed to
perform previously unbudgeted functions substantially dedicated to mitigating or responding to the
COVID-19 public health emergency are also covered. Other eligible expenditures include payroll and
benefit costs of educational support staff or faculty responsible for developing online learning capabilities
necessary to continue educational instruction in response to COVID-19-related school closures. Please
see the Guidance for a discussion of what is meant by an expense that was not accounted for in the budget
most recently approved as of March 27, 2020.
In some cases, first responders and critical health care workers that contract COVID-19 are eligible
for workers’ compensation coverage. Is the cost of this expanded workers compensation coverage
eligible?
Increased workers compensation cost to the government due to the COVID-19 public health emergency
incurred during the period beginning March 1, 2020, and ending December 30, 2020, is an eligible
expense.
If a recipient would have decommissioned equipment or not renewed a lease on particular office space
or equipment but decides to continue to use the equipment or to renew the lease in order to respond to
the public health emergency, are the costs associated with continuing to operate the equipment or the
ongoing lease payments eligible expenses?
Yes. To the extent the expenses were previously unbudgeted and are otherwise consistent with section
601(d) of the Social Security Act outlined in the Guidance, such expenses would be eligible.
May recipients provide stipends to employees for eligible expenses (for example, a stipend to employees
to improve telework capabilities) rather than require employees to incur the eligible cost and submit for
reimbursement?
Expenditures paid for with payments from the Fund must be limited to those that are necessary due to the
public health emergency. As such, unless the government were to determine that providing assistance in
the form of a stipend is an administrative necessity, the government should provide such assistance on a
reimbursement basis to ensure as much as possible that funds are used to cover only eligible expenses.
4
May Fund payments be used for COVID-19 public health emergency recovery planning?
Yes. Expenses associated with conducting a recovery planning project or operating a recovery
coordination office would be eligible, if the expenses otherwise meet the criteria set forth in section
601(d) of the Social Security Act outlined in the Guidance.
Are expenses associated with contact tracing eligible?
Yes, expenses associated with contract tracing are eligible.
To what extent may a government use Fund payments to support the operations of private hospitals?
Governments may use Fund payments to support public or private hospitals to the extent that the costs are
necessary expenditures incurred due to the COVID-19 public health emergency, but the form such
assistance would take may differ. In particular, financial assistance to private hospitals could take the
form of a grant or a short-term loan.
May payments from the Fund be used to assist individuals with enrolling in a government benefit
program for those who have been laid off due to COVID-19 and thereby lost health insurance?
Yes. To the extent that the relevant government official determines that these expenses are necessary and
they meet the other requirements set forth in section 601(d) of the Social Security Act outlined in the
Guidance, these expenses are eligible.
May recipients use Fund payments to facilitate livestock depopulation incurred by producers due to
supply chain disruptions?
Yes, to the extent these efforts are deemed necessary for public health reasons or as a form of economic
support as a result of the COVID-19 health emergency.
Would providing a consumer grant program to prevent eviction and assist in preventing homelessness
be considered an eligible expense?
Yes, assuming that the recipient considers the grants to be a necessary expense incurred due to the
COVID-19 public health emergency and the grants meet the other requirements for the use of Fund
payments under section 601(d) of the Social Security Act outlined in the Guidance. As a general matter,
providing assistance to recipients to enable them to meet property tax requirements would not be an
eligible use of funds, but exceptions may be made in the case of assistance designed to prevent
foreclosures.
May recipients create a “payroll support program” for public employees?
Use of payments from the Fund to cover payroll or benefits expenses of public employees are limited to
those employees whose work duties are substantially dedicated to mitigating or responding to the
COVID-19 public health emergency.
May recipients use Fund payments to cover employment and training programs for employees that
have been furloughed due to the public health emergency?
Yes, this would be an eligible expense if the government determined that the costs of such employment
and training programs would be necessary due to the public health emergency.
5
May recipients use Fund payments to provide emergency financial assistance to individuals and
families directly impacted by a loss of income due to the COVID-19 public health emergency?
Yes, if a government determines such assistance to be a necessary expenditure. Such assistance could
include, for example, a program to assist individuals with payment of overdue rent or mortgage payments
to avoid eviction or foreclosure or unforeseen financial costs for funerals and other emergency individual
needs. Such assistance should be structured in a manner to ensure as much as possible, within the realm
of what is administratively feasible, that such assistance is necessary.
The Guidance provides that eligible expenditures may include expenditures related to the provision of
grants to small businesses to reimburse the costs of business interruption caused by required closures.
What is meant by a “small business,” and is the Guidance intended to refer only to expenditures to
cover administrative expenses of such a grant program?
Governments have discretion to determine what payments are necessary. A program that is aimed at
assisting small businesses with the costs of business interruption caused by required closures should be
tailored to assist those businesses in need of such assistance. The amount of a grant to a small business to
reimburse the costs of business interruption caused by required closures would also be an eligible
expenditure under section 601(d) of the Social Security Act, as outlined in the Guidance.
The Guidance provides that expenses associated with the provision of economic support in connection
with the public health emergency, such as expenditures related to the provision of grants to small
businesses to reimburse the costs of business interruption caused by required closures, would
constitute eligible expenditures of Fund payments. Would such expenditures be eligible in the absence
of a stay-at-home order?
Fund payments may be used for economic support in the absence of a stay-at-home order if such
expenditures are determined by the government to be necessary. This may include, for example, a grant
program to benefit small businesses that close voluntarily to promote social distancing measures or that
are affected by decreased customer demand as a result of the COVID-19 public health emergency.
May Fund payments be used to assist impacted property owners with the payment of their property
taxes?
Fund payments may not be used for government revenue replacement, including the provision of
assistance to meet tax obligations.
May Fund payments be used to replace foregone utility fees? If not, can Fund payments be used as a
direct subsidy payment to all utility account holders?
Fund payments may not be used for government revenue replacement, including the replacement of
unpaid utility fees. Fund payments may be used for subsidy payments to electricity account holders to the
extent that the subsidy payments are deemed by the recipient to be necessary expenditures incurred due to
the COVID-19 public health emergency and meet the other criteria of section 601(d) of the Social
Security Act outlined in the Guidance. For example, if determined to be a necessary expenditure, a
government could provide grants to individuals facing economic hardship to allow them to pay their
utility fees and thereby continue to receive essential services.
6
Could Fund payments be used for capital improvement projects that broadly provide potential
economic development in a community?
In general, no. If capital improvement projects are not necessary expenditures incurred due to the
COVID-19 public health emergency, then Fund payments may not be used for such projects.
However, Fund payments may be used for the expenses of, for example, establishing temporary public
medical facilities and other measures to increase COVID-19 treatment capacity or improve mitigation
measures, including related construction costs.
The Guidance includes workforce bonuses as an example of ineligible expenses but provides that
hazard pay would be eligible if otherwise determined to be a necessary expense. Is there a specific
definition of “hazard pay”?
Hazard pay means additional pay for performing hazardous duty or work involving physical hardship, in
each case that is related to COVID-19.
The Guidance provides that ineligible expenditures include “[p]ayroll or benefits expenses for
employees whose work duties are not substantially dedicated to mitigating or responding to the
COVID-19 public health emergency.” Is this intended to relate only to public employees?
Yes. This particular nonexclusive example of an ineligible expenditure relates to public employees. A
recipient would not be permitted to pay for payroll or benefit expenses of private employees and any
financial assistance (such as grants or short-term loans) to private employers are not subject to the
restriction that the private employers’ employees must be substantially dedicated to mitigating or
responding to the COVID-19 public health emergency.
May counties pre-pay with CARES Act funds for expenses such as a one or two-year facility lease,
such as to house staff hired in response to COVID-19?
A government should not make prepayments on contracts using payments from the Fund to the extent that
doing so would not be consistent with its ordinary course policies and procedures.
Must a stay-at-home order or other public health mandate be in effect in order for a government to
provide assistance to small businesses using payments from the Fund?
No. The Guidance provides, as an example of an eligible use of payments from the Fund, expenditures
related to the provision of grants to small businesses to reimburse the costs of business interruption
caused by required closures. Such assistance may be provided using amounts received from the Fund in
the absence of a requirement to close businesses if the relevant government determines that such
expenditures are necessary in response to the public health emergency.
7
Should States receiving a payment transfer funds to local governments that did not receive payments
directly from Treasury?
Yes, provided that the transferred funds are used by the local government for eligible expenditures under
the statute. To facilitate prompt distribution of Title V funds, the CARES Act authorized Treasury to
make direct payments to local governments with populations in excess of 500,000, in amounts equal to
45% of the local government’s per capita share of the statewide allocation. This statutory structure was
based on a recognition that it is more administratively feasible to rely on States, rather than the federal
government, to manage the transfer of funds to smaller local governments. Consistent with the needs of
all local governments for funding to address the public health emergency, States should transfer funds to
local governments with populations of 500,000 or less, using as a benchmark the per capita allocation
formula that governs payments to larger local governments. This approach will ensure equitable
treatment among local governments of all sizes.
For example, a State received the minimum $1.25 billion allocation and had one county with a population
over 500,000 that received $250 million directly. The State should distribute 45 percent of the $1 billion
it received, or $450 million, to local governments within the State with a population of 500,000 or less.
May a State impose restrictions on transfers of funds to local governments?
Yes, to the extent that the restrictions facilitate the State’s compliance with the requirements set forth in
section 601(d) of the Social Security Act outlined in the Guidance and other applicable requirements such
as the Single Audit Act, discussed below. Other restrictions are not permissible.
If a recipient must issue tax anticipation notes (TANs) to make up for tax due date deferrals or revenue
shortfalls, are the expenses associated with the issuance eligible uses of Fund payments?
If a government determines that the issuance of TANs is necessary due to the COVID-19 public health
emergency, the government may expend payments from the Fund on the interest expense payable on
TANs by the borrower and unbudgeted administrative and transactional costs, such as necessary
payments to advisors and underwriters, associated with the issuance of the TANs.
May recipients use Fund payments to expand rural broadband capacity to assist with distance learning
and telework?
Such expenditures would only be permissible if they are necessary for the public health emergency. The
cost of projects that would not be expected to increase capacity to a significant extent until the need for
distance learning and telework have passed due to this public health emergency would not be necessary
due to the public health emergency and thus would not be eligible uses of Fund payments.
Are costs associated with increased solid waste capacity an eligible use of payments from the Fund?
Yes, costs to address increase in solid waste as a result of the public health emergency, such as relates to
the disposal of used personal protective equipment, would be an eligible expenditure.
May payments from the Fund be used to cover across-the-board hazard pay for employees working
during a state of emergency?
No. The Guidance says that funding may be used to meet payroll expenses for public safety, public
health, health care, human services, and similar employees whose services are substantially dedicated to
mitigating or responding to the COVID-19 public health emergency. Hazard pay is a form of payroll
expense and is subject to this limitation, so Fund payments may only be used to cover hazard pay for such
individuals.
8
May Fund payments be used for expenditures related to the administration of Fund payments by a
State, territorial, local, or Tribal government?
Yes, if the administrative expenses represent an increase over previously budgeted amounts and are
limited to what is necessary. For example, a State may expend Fund payments on necessary
administrative expenses incurred with respect to a new grant program established to disburse amounts
received from the Fund.
May recipients use Fund payments to provide loans?
Yes, if the loans otherwise qualify as eligible expenditures under section 601(d) of the Social Security Act
as implemented by the Guidance. Any amounts repaid by the borrower before December 30, 2020, must
be either returned to Treasury upon receipt by the unit of government providing the loan or used for
another expense that qualifies as an eligible expenditure under section 601(d) of the Social Security Act.
Any amounts not repaid by the borrower until after December 30, 2020, must be returned to Treasury
upon receipt by the unit of government lending the funds.
May Fund payments be used for expenditures necessary to prepare for a future COVID-19 outbreak?
Fund payments may be used only for expenditures necessary to address the current COVID-19 public
health emergency. For example, a State may spend Fund payments to create a reserve of personal
protective equipment or develop increased intensive care unit capacity to support regions in its
jurisdiction not yet affected, but likely to be impacted by the current COVID-19 pandemic.
May funds be used to satisfy non-federal matching requirements under the Stafford Act?
Yes, payments from the Fund may be used to meet the non-federal matching requirements for Stafford
Act assistance to the extent such matching requirements entail COVID-19-related costs that otherwise
satisfy the Fund’s eligibility criteria and the Stafford Act. Regardless of the use of Fund payments for
such purposes, FEMA funding is still dependent on FEMA’s determination of eligibility under the
Stafford Act.
Must a State, local, or tribal government require applications to be submitted by businesses or
individuals before providing assistance using payments from the Fund?
Governments have discretion to determine how to tailor assistance programs they establish in response to
the COVID-19 public health emergency. However, such a program should be structured in such a manner
as will ensure that such assistance is determined to be necessary in response to the COVID-19 public
health emergency and otherwise satisfies the requirements of the CARES Act and other applicable law.
For example, a per capita payment to residents of a particular jurisdiction without an assessment of
individual need would not be an appropriate use of payments from the Fund.
May Fund payments be provided to non-profits for distribution to individuals in need of financial
assistance, such as rent relief?
Yes, non-profits may be used to distribute assistance. Regardless of how the assistance is structured, the
financial assistance provided would have to be related to COVID-19.
May recipients use Fund payments to remarket the recipient’s convention facilities and tourism
industry?
Yes, if the costs of such remarketing satisfy the requirements of the CARES Act. Expenses incurred to
publicize the resumption of activities and steps taken to ensure a safe experience may be needed due to
9
the public health emergency. Expenses related to developing a long-term plan to reposition a recipient’s
convention and tourism industry and infrastructure would not be incurred due to the public health
emergency and therefore may not be covered using payments from the Fund.
May a State provide assistance to farmers and meat processors to expand capacity, such to cover
overtime for USDA meat inspectors?
If a State determines that expanding meat processing capacity, including by paying overtime to USDA
meat inspectors, is a necessary expense incurred due to the public health emergency, such as if increased
capacity is necessary to allow farmers and processors to donate meat to food banks, then such expenses
are eligible expenses, provided that the expenses satisfy the other requirements set forth in section 601(d)
of the Social Security Act outlined in the Guidance.
The guidance provides that funding may be used to meet payroll expenses for public safety, public
health, health care, human services, and similar employees whose services are substantially dedicated
to mitigating or responding to the COVID-19 public health emergency. May Fund payments be used to
cover such an employee’s entire payroll cost or just the portion of time spent on mitigating or
responding to the COVID-19 public health emergency?
As a matter of administrative convenience, the entire payroll cost of an employee whose time is
substantially dedicated to mitigating or responding to the COVID-19 public health emergency is eligible,
provided that such payroll costs are incurred by December 30, 2020. An employer may also track time
spent by employees related to COVID-19 and apply Fund payments on that basis but would need to do so
consistently within the relevant agency or department.
Questions Related to Administration of Fund Payments
Do governments have to return unspent funds to Treasury?
Yes. Section 601(f)(2) of the Social Security Act, as added by section 5001(a) of the CARES Act,
provides for recoupment by the Department of the Treasury of amounts received from the Fund that have
not been used in a manner consistent with section 601(d) of the Social Security Act. If a government has
not used funds it has received to cover costs that were incurred by December 30, 2020, as required by the
statute, those funds must be returned to the Department of the Treasury.
What records must be kept by governments receiving payment?
A government should keep records sufficient to demonstrate that the amount of Fund payments to the
government has been used in accordance with section 601(d) of the Social Security Act.
May recipients deposit Fund payments into interest bearing accounts?
Yes, provided that if recipients separately invest amounts received from the Fund, they must use the
interest earned or other proceeds of these investments only to cover expenditures incurred in accordance
with section 601(d) of the Social Security Act and the Guidance on eligible expenses. If a government
deposits Fund payments in a government’s general account, it may use those funds to meet immediate
cash management needs provided that the full amount of the payment is used to cover necessary
expenditures. Fund payments are not subject to the Cash Management Improvement Act of 1990, as
amended.
May governments retain assets purchased with payments from the Fund?
10
Yes, if the purchase of the asset was consistent with the limitations on the eligible use of funds provided
by section 601(d) of the Social Security Act.
What rules apply to the proceeds of disposition or sale of assets acquired using payments from the
Fund?
If such assets are disposed of prior to December 30, 2020, the proceeds would be subject to the
restrictions on the eligible use of payments from the Fund provided by section 601(d) of the Social
Security Act.
Are Fund payments to State, territorial, local, and tribal governments considered grants?
No. Fund payments made by Treasury to State, territorial, local, and Tribal governments are not
considered to be grants but are “other financial assistance” under 2 C.F.R. § 200.40.
Are Fund payments considered federal financial assistance for purposes of the Single Audit Act?
Yes, Fund payments are considered to be federal financial assistance subject to the Single Audit Act (31
U.S.C. §§ 7501-7507) and the related provisions of the Uniform Guidance, 2 C.F.R. § 200.303 regarding
internal controls, §§ 200.330 through 200.332 regarding subrecipient monitoring and management, and
subpart F regarding audit requirements.
Are Fund payments subject to other requirements of the Uniform Guidance?
Fund payments are subject to the following requirements in the Uniform Guidance (2 C.F.R. Part 200): 2
C.F.R. § 200.303 regarding internal controls, 2 C.F.R. §§ 200.330 through 200.332 regarding subrecipient
monitoring and management, and subpart F regarding audit requirements.
Is there a Catalog of Federal Domestic Assistance (CFDA) number assigned to the Fund?
Yes. The CFDA number assigned to the Fund is 21.019.
If a State transfers Fund payments to its political subdivisions, would the transferred funds count
toward the subrecipients’ total funding received from the federal government for purposes of the
Single Audit Act?
Yes. The Fund payments to subrecipients would count toward the threshold of the Single Audit Act and 2
C.F.R. part 200, subpart F re: audit requirements. Subrecipients are subject to a single audit or program-
specific audit pursuant to 2 C.F.R. § 200.501(a) when the subrecipients spend $750,000 or more in federal
awards during their fiscal year.
Are recipients permitted to use payments from the Fund to cover the expenses of an audit conducted
under the Single Audit Act?
Yes, such expenses would be eligible expenditures, subject to the limitations set forth in 2 C.F.R. §
200.425.
If a government has transferred funds to another entity, from which entity would the Treasury
Department seek to recoup the funds if they have not been used in a manner consistent with section
601(d) of the Social Security Act?
The Treasury Department would seek to recoup the funds from the government that recei ved the payment
directly from the Treasury Department. State, territorial, local, and Tribal governments receiving funds
from Treasury should ensure that funds transferred to other entities, whether pursuant to a grant program
11
or otherwise, are used in accordance with section 601(d) of the Social Security Act as implemented in the
Guidance.
Open Session Item
SUBJECT: Pangborn Park Dredging
PRESENTATION DATE: 7/21/2020
PRESENTATION BY: David Mason, Deputy Director of Solid Waste
RECOMMENDATION: To approve or deny the request from the City of Hagerstown to
accept material from the Pangborn Park Dredging project at no cost.
REPORT-IN-BRIEF: The Pangborn Park Project is slated to start August 2020. It is estimated
between 1,200 and 1,500 CY of material will be removed. This has an estimated cost to the City
of Hagerstown of $110,000 to $139,000 at $55/ton.
DISCUSSION: In a letter dated July 27, 2018, the City of Hagerstown requested to dispose of
1,200-1,500 cubic yards of dredged material from the Pangborn Park Lake. The material, when
mixed with other soil, could be used as cover in the future. Savings to the landfill for cover
material is estimated at $33K.
FISCAL IMPACT: Differential between what would have been realized in revenue and
savings due to usage as cover is $77K.
CONCURRENCES: N/A
ALTERNATIVES: N/A
ATTACHMENTS: N/A
AUDIO/VISUAL NEEDS: None
Board of County Commissioners of Washington County, Maryland
Agenda Report Form
Page 3 of 8
OPEN Session, September 2S, 2018
Commissioner Barr, seconded by Commissioner Keefer, moved to approve both funding requests
as presented. The motion passed unanimously. (Commissioner Myers was absent.)
County Administrator
Rob Slocum informed the Commissioners that the Washington County Community Coalition met
last week, and he will share the agenda for this legislative session. He stated that one topic
presented for discussion was Airport Parts Tax Waiver; he has asked that the Coalition review that
subject.
Mr. Slocum addressed a concern that was shared regarding the Washington County Purchasing
Policy, which claimed that Washington County does not pay invoices for a year. Mr. Slocum stated
that it is Washington County Policy to make every attempt to pay invoices within a two (2) week
timeframe. Mr. Slocum stated that additionally, Washington County has an open bid process and
questions can be presented during a specific timeline. For any questions and/or concerns, he
directed contact to Mr. Rick Curry, Director of Purchasing; Sara Greaves, Chief Financial Officer,
Budget and Finance; or himself directly.
Mr. Slocum stated that he appreciates the collaborative effort with the City of Hagerstown
regarding the proposed Cadet Program, adding that it is possible that the Sheriff's Office may be
interested in participating as well.
Mr. Slocum stated that the City of Hagerstown will be dredging Pangborn Park pond and to assist
with cost, the County will be using the pond material removed as cover at the Washington County
Landfill rather than taken across the scales for disposal.
CITIZENS' PARTICIPATION
None
FOURTH QUARTER ADJUSTMENTS TO THE WASHINGTON COUNTY BOARD OF
EDUCATION'S FISCAL YEAR 2018 GENERAL FUND BUDGET
David Brandenburg, Executive Director of Finance, Washington County Public Schools (WCPS),
and Jeffrey Proulx, Chief Operating Officer, WCPS, requested approval to the fourth quarter
adjustments to the Board of Education's (BOE) Fiscal Year (FY) 2018 General Fund Budget as
shown in the following categories: Revenue - $361,095; Administration — ($38,390); Mid -Level
Administration - $50,120; Instructional Salaries - $171,035; Instruction Textbooks and Supplies -
$540,877; Other Instructional Costs - $24,949; Special Education - $98,605; Student Personnel
Services — ($4,320); Student Health Services — ($139,271); Student Transportation Services —
($11,131); Operation of Plant - $627,100; Maintenance of Plant — ($86,268); Capital Outlay —
($848); Food Service - $73,540; and Fixed Charges — ($1,226,561), for a net change in fund
balance of $281,648. Mr. Brandenburg indicated that the proposed changes are necessary to
properly categorize the Board's FY2018 budget and finalize the closeout of FY2018. There is a
full -year excess of $281,648, which represents approximately 0.1%0 of the total operating budget.