Helping individuals, companies, and organizations understand key legal and practical considerations for promoting compliance and making better business decisions in these types of federal, state, and local government contracting matters MORE

Under the CARES Act, Congress issued Section 3610 which authorized executive branch agencies to provide contractors certain reimbursement where the contractors used paid leave to keep their employees or subcontractors in a ready state and, inter alia, protect the life and safety of government and contractor personnel during the COVID-19 national emergency. On April 17, 2020, the Office of Management and Budget (OMB) issued M-20-22, to preserve the resilience of the federal contracting base in the face of this pandemic. That OMB memorandum left it to individual agencies to address Section 3610 on their own terms.

The Department of Defense (DoD) issued a DFARS Class Deviation 2020-O0013 on April 8, 2020 to establish a new cost principle for the purposes of implementing this section. On April 24, 2020, the Office of Defense Pricing and Contracting, in the Office of the Under Secretary of Defense (Acquisition & Sustainment) subsequently issued implementation guidance through the form of an FAQ.

On May 18, 2020, the DoD released draft versions of its implementation guidance, checklist and instruction for the consideration and processing of Section 3610 relief requests from contractors. Under the guidance, contractors are advised that they may notify their contracting officer of the provision of paid leave to contractor and subcontractor employees for purposes of maintaining the requisite “ready state,” discuss the terms of their request for relief, and then submit a request for relief for consideration by the contracting officer.

Unfortunately, the devil is always in the details. The current draft guidance and checklist do not assure contractors that they will receive compensation. When issued, this part of the CARES Act was an unfunded mandate. Under the guidance, contractors are directed to discuss their basis for relief and terms of addressing it with their contracting officer. And, contracting officers will need to locate funds to pay for claims under Section 3610. The guidance and checklist also contain a number of provisions on how costs are to be identified, rates are to be affected, and they provide for relief in the form of a contract change to add a firm fixed price contract line item number.

DoD does not intend that any guidance from the contracting officer will be binding. Rather, DoD’s draft would leave any determination on the contractor’s entitlement to relief to the stage where the contractor submits its claim and the contracting officer (and others, such as the Defense Contract Management Agency or Defense Contract Audit Agency) formally considers it. Under the draft guidance, a contractor (or its subcontractor) first must be found to have been impacted in a way covered by Section 3610 in order for the contracting officer to proceed to consider the contractor’s claim.

These and other aspects of the draft guidance and checklist raise numerous questions and concerns. For example, one wonders whether and to what extent the terms of the guidance and checklists will impact established traditional contractual relief mechanisms available under the contract changes, stop work, or excusable delay clauses, and the Contract Disputes Act. If contractors and subcontractors have already taken steps to ensure the “ready state” of their workforce because the DoD prevented them from coming on to a base to work, they were instructed by their contracting officers to not come to work (whether directly or implicitly issuing a stop work or change to the contract), or state or local governments mandated closure of their facilities, will this later guidance do anything to foreclose relief to contractors under existing contracting terms or principles?

One can expect claims to be filed, audits to be conducted, and disputes to arise. The guidance is still in draft, but there is an opportunity to submit comments until May 22.

I. Introduction

The Paycheck Protection Program (PPP) was enacted as part of the Coronavirus Aid, Relief, and Economic Security (CARES) Act on March 27, 2020. Unfortunately, the path to providing PPP loan relief has not been smooth. Instead, it has been paved with uncertainty. While the CARES Act laid out specific requirements for PPP eligibility and relief, the Small Business Administration (SBA) and Department of Treasury have since issued incremental and at times untimely and inconsistent guidance.

Since its enactment, there has been a flurry of activity associated with the preparation of applications for PPP loans and loan forgiveness, including the issuance of PPP interim final rules, guidance and Frequently Asked Questions (FAQs). While the SBA issued an initial draft application in advance of the date that applications could begin to be submitted, that form was substantially changed and only released the morning that borrowers were eligible to submit, and lending organizations were eligible to receive and process, PPP loan applications.

Guidance on how to interpret the act’s requirements for basic aspects of the program, including borrower size, eligibility, affiliation and allowability of costs under the loan and for forgiveness has been issued iteratively. Indeed, borrowers have had to apply while the provisions and guidance on their interpretation remained ambiguous or potentially contradictory. Those that applied and were fortunate enough to have received loans, have since had to proceed to expend those funds pending the issuance of guidance regarding which costs would be allowable and to what extent so that they might expend their loaned funds properly and obtain forgiveness of the loans.

Due to the exigent circumstances being faced by many in this environment, these delays in clarification and simultaneous requirements to expend monies received under the PPP, have forced borrowers to proceed. Many have done so cautiously, relying on agency guidance that may or may not ultimately be determined to be consistent with the act.

The agency guidance provided states that:

Borrowers and lenders may rely on the guidance provided in this document as SBA’s interpretation of the CARES Act and of the Paycheck Protection Program Interim Final Rules. The U.S. government will not challenge lender PPP actions that conform to this guidance and to the PPP Interim Final Rules and any subsequent rulemaking in effect at the time.

The agency guidance also noted that:

This document does not carry the force and effect of law independent of the statute and regulations on which it is based.

Given ongoing concerns with the direction issued regarding PPP matters, and this contradictory guidance on the ability of a PPP borrower to rely on the guidance provided, there are likely to be issues down the road regarding borrower’s statutory eligibility and entitlement to PPP loans and forgiveness and federal investigator’s concerns that such assertions may contain false claims regarding borrower’s assertions of eligibility or efforts to seek entitlement.

II. PPP Forgiveness Certification

The PPP Forgiveness Application form, issued for the first time on May 15, 2020, contains express and implied certification requirements. Specifically, the form includes places for the borrower to insert its calculations of the costs that it has incurred and for which it would seek forgiveness. In addition, the form includes an express set of “Representations and Certifications on Behalf of the Borrower,” which require the authorized representative of the borrower, to certify “to all of the below.”

This form seeks express certifications that the borrower:

  • Incurred the proper type and dollar amounts of costs for which forgiveness is being sought
  • Took appropriate reductions from those amounts where it (a) decreased full-time equivalent employees and/or (b) there were applicable salary/hourly wage reductions
  • Includes no more than 25% of the requested amount for forgiveness for nonpayroll costs
  • Did not “knowingly … [use loan funds] for unauthorized purposes”
  • Accurately verified its payments for which forgiveness is being sought
  • Has and will submit to the lender information consistent with what it has and will submit to the IRS, state and workforce agencies
  • Agrees to provide additional information where requested by the SBA for purposes of evaluating its eligibility for the loan and loan forgiveness or risk being found ineligible for the loan and denied loan forgiveness.

Significantly, the form also requires the borrower to certify that it has provided accurate and complete information and done so in good faith, without any intent to mislead, and that it is aware of the significant penalties it may be subject to in the event it is determined to have failed to comply with these requirements:

The information provided in this application and the information provided in all supporting documents and forms is true and correct in all material respects. I understand that knowingly making a false statement to obtain forgiveness of an SBA-guaranteed loan is punishable under the law, including 18 USC 1001 and 3571 by imprisonment of not more than five years and/or a fine of up to $250,000; under 15 USC 645 by imprisonment of not more than two years and/or a fine of not more than $5,000; and, if submitted to a Federally insured institution, under 18 USC 1014 by imprisonment of not more than 30 years and/or a fine of not more than $1,000,000.

Whether and to what extent a borrower may be eligible for and receive forgiveness for its PPP loan clearly depends on the information provided in the forgiveness application and the initial loan application. This information must be accurate and complete as the application conditions forgiveness on whether the borrower provided true and correct information and documentation its PPP loan application and this forgiveness application for all “material” aspects of the applications. As discussed in the next section, enforcement authorities are carefully watching all aspects of PPP administration.

III. PPP Enforcement

In the wake of passage of the CARES Act and PPP, in March 2020, the U.S. Department of Justice (DOJ) issued directives to senior DOJ personnel, law enforcement agency heads and all U.S. attorneys, directing DOJ prosecutors to prioritize the detection, investigation and prosecution of illegal conduct related to the pandemic. The fallout from the COVID-19 pandemic has been fluid and ongoing, and the government’s response, at the federal, state and even local levels has been swift. In March and April alone, the DOJ initiated more than a dozen criminal and civil actions involving COVID-19 related fraud, and the PPP was not immune from this law enforcement scrutiny.

As in the aftermath of the great recession’s Troubled Asset Relief Program and American Recovery Reinvestment Act (TARP) stimulus aid packages, the DOJ, the U.S. Securities and Exchange Commission (SEC) and other federal enforcement agencies are on the lookout for any abuses of the PPP. Indeed, the DOJ has reported that, by the end of April, it had already begun criminal investigations of PPP loan applications and identified possible fraud by certain borrowers. To aid its investigation, the DOJ obtained the assistance of 15 to 20 of the largest loan processors and the SBA to review the vast amount of PPP loan data. To date, this joint review has found several red flags for follow up investigations among both approved and rejected PPP loan applications.

The DOJ has not wasted any time in making examples of PPP-related bad actors. By May 13, the DOJ had already announced at least three separate criminal actions stemming from PPP fraud. One involved borrowers setting up sham companies and falsifying loan applications to obtain PPP funds. Another involved a PPP loan recipient using the loan proceeds to purchase $85,000 in jewelry and to pay $40,000 for child support, neither of which were authorized uses of PPP funds under the CARES Act. The third criminal action involved a PPP borrower falsely claiming to have 250 employees with an average monthly payroll of $4 million on his application for a $3 million PPP loan. According to the DOJ’s criminal complaint in that matter, there were no state employment records of any employee wages paid by the defendant or his company.

While the above-mentioned cases are egregious examples of fraud, the more important question for borrowers will be how criminal and civil enforcement agencies will view the much closer calls that legitimate businesses will be making regarding their PPP loans, such as making certifications regarding necessity, eligibility, loan amount, forgiveness and on how those companies used the PPP loan proceeds. For example, when submitting a PPP application, all borrowers must certify in good faith that “[c]urrent economic uncertainty makes this loan request necessary to support then ongoing operations of the Applicant” – also known as the “hardship certification.” Knowingly making a false or misleading statement or certification in connection with a PPP loan, such as with the hardship certification, could expose to the borrower to a host of criminal and civil liability under various federal statutes, many of which are specifically listed in the PPP Forgiveness Application mentioned above, such as false statements (18 U.S.C § 1001), false statements to the SBA (18 U.S.C. § 645), the False Claims Act (31 U.S.C. § 3729), the Financial Institution Reform, Recovery, and Enforcement Act of 1989 (FIRREA, 12 U.S.C. § 1833a), or false statements in connection with a loan application (18 U.S.C. § 1014), among others.

The SBA has issued 47 FAQs, or informal guidance, to assist borrowers in evaluating whether or not they qualify for PPP loans, with the last two FAQs providing key guidance on important safe harbors. FAQ #46 advises that any borrower (including its affiliates) who received a PPP loan of $2 million or less will be deemed to have made this required hardship certification in good faith. This does not mean that borrowers who sought and received less than $2 million will not be subjected to any scrutiny. This only means that borrowers with these smaller PPP loans won’t be audited by the SBA in relation to the necessity certification. These borrowers still may be investigated by the DOJ, the SEC or another enforcement agency regarding fraud in their PPP loan application or their use of the associated loan proceeds. And, if they are government contractors, they may be subjected to potential debarment or suspension if they are indicted or otherwise determined to have engaged in fraud in their applications or the improper use of the PPP loan funds.

FAQ #46 provided further that, while borrowers with loans of more than $2 million may still have an adequate basis to make their certifications, those loans will be subject to review by SBA for compliance with program requirements, and if the “SBA determines that the that a borrower lacked an adequate basis for the required certification concerning the necessity of the loan request, SBA will seek repayment of the outstanding PPP loan balance and will inform the lender that the borrower is not eligible for loan forgiveness.” The SBA has advised that if the borrower repays the loan after receiving notification regarding the SBA’s determination, it will not pursue administrative enforcement or referrals to other agencies based on its determination with respect to the hardship certification. Similar to the case of borrowers with loans less than $2 million, however, repayment of a loan that was $2 million or more does not necessarily preclude an investigation into whether fraud was involved in the loan application or other administrative actions.

The most recent FAQ, FAQ #47, extended the safe harbor for return of money received under the PPP program to May 18, 2020. The SBA previously advised that any borrower who applied for a PPP loan and repaid the loan in full by May 14, 2020 would be deemed by the SBA to have made the required certification concerning the necessity of the loan request in good faith. The new guidance allows PPP borrowers additional time to determine whether they satisfy the need requirement for PPP funding, or whether they should return the proceeds without incurring any penalties.

Recipients of PPP loans above and below $2 million can expect to face scrutiny from a variety of enforcement bodies. The CARES Act created new authorities to investigate the administration of CARES Act related funding: (1) a Pandemic Response Accountability Committee (PRAC), consisting of 21 Inspectors General from various federal agencies, has been tasked with preventing and detecting fraud, waste, and abuse; (2) a Special Inspector General for Pandemic Recovery (SIGPR) has been established to investigate suspected PPP loan fraud; and, (3) a COVID-19 Congressional Oversight Commission will study the impact and effectiveness of the PPP. While the DOJ, the SEC, the SIGPR, and congressional commission, can all issue subpoenas for documents and testimony, only the DOJ and SEC can levy civil penalties, and only the DOJ can prosecute the violators criminally.

Accordingly, regardless of the size of the PPP loan, the size of the borrower, or which enforcement body is doing the investigating, borrowers that applied for and those that received loans should take steps to protect themselves from future liability. It is critical that borrowers be able to support their eligibility for the PPP loan, as well as the accuracy of the underlying data they used to support the representations made in the application. Borrowers should ensure that all supporting documentation, such as financial forecasts and any board and/or management minutes reflecting the deliberations made and information relied upon, is secured and readily available. Finally, publicly traded companies should verify that the information provided to the SBA in the PPP loan application is consistent with any statements made to investors or filings made to the SEC or other federal, state or local government authorities.

IV. Conclusion

The borrower and the person signing the certifications must take good faith steps to verify the accuracy and completeness of its submissions. Indeed, the form makes the signer of the forgiveness application subject to personal liability for any false statement(s) contained in these documents. The certification cites criminal and civil false statement statutes for the requirement that the Borrower and its representative must provide accurate and complete information: 18 USC 1001 (false statement) and 3571 (criminal false statement), 15 USC 645 (securities false statement), and 18 USC 1014 (loan application false statement). A knowing or willful violation – such as the provision of incomplete information that responds to questions, but that does not disclose relevant information and would potentially lead the evaluator to a different result, may raise false statement and false claim concerns.

Accordingly, borrowers and their representatives executing the forgiveness form must exercise diligence in verifying the accuracy and completeness of their prior and current submissions. Given that these applications and the underlying loans may be subjected to audit and further investigation, you should engage in efforts to assemble and document the basis for your submissions in both the initial loan application and the forgiveness application to preserve evidence of your contemporaneous good faith efforts and deliberations.

Ideally, an agency’s solicitation would provide comprehensive information about its requirements so that interested offerors each had what they needed to craft their best response to the agency’s actual needs. Such a situation would create a level playing field for competition and allow the agency to conduct a meaningful “apples to apples” evaluation to determine which offer would best fulfill those needs. Of course, solicitations sometimes fall short of this ideal. As the recent Government Accountability Office (GAO) decision in ASRC Federal Data Network Technologies, LLC; Ekagra Partners, LLC, B-418085.4; B-418085.5; B-418085.7 (May 5, 2020) reminds us, missing information can give rise to a winning protest.

The protests related to an award under a fair opportunity proposal request (FOPR) issued by the Department of the Army for information technology support services. The FOPR anticipated the award of a hybrid task order with both fixed-price and time-and-material (T&M) elements, under which there was a fixed-price requirement for the support of the agency’s baseline operations in an identified operating environment. Appendix A to the performance work statement (PWS) provided information about the agency’s current operational structure and information technology assets, including data on the center’s 66 buildings, 17 months’ worth of tracking information on the center’s help desk tickets, and information on the center’s information technology environments, software platforms, software applications, and hardware equipment.

The FOPR provided for a best-value tradeoff evaluation based on three factors: technical expertise, management approach, and cost/price. For the technical expertise factor, which was significantly more important that the other two, the agency would evaluate how well each proposal “demonstrates the offeror’s knowledge, understanding, and capabilities to satisfy the government’s requirement without causing disruption in schedule, increased costs, degradation of performance, the need for increased government oversight, or an increased likelihood of unsuccessful contract performance.” With respect to the management approach factor, the solicitation contemplated the evaluation of, among other things, the feasibility and benefit of the offeror’s management methodology, its staffing approach, its plan for managing both the fixed-price and T&M portions of the effort, and the appropriateness of the offeror’s labor-hour skill mix, among other elements.

After a protest of the initial award by ASRC Federal Data Network Technologies, LLC (ASRC) and Ekagra Partners, LLC (Ekagra), the Army took corrective action by entering into discussions with all offerors, soliciting revised proposals, and making a new selection decision. Subsequently, in addition to providing Interchange Notices and answering offerors’ questions about them, the agency issued a fourth amendment to the solicitation, which provided offerors with a “notional labor mix,” containing the agency’s estimate of the overall fixed-price and T&M portions of the effort broken down by labor category. The notional labor mix included the hours and full-time equivalents (FTEs) estimated for each labor category but did not map labor categories to specific PWS tasks or subtasks.

Both ASRC and Ekagra protested these revised solicitation terms, arguing, among other things, that the FOPR, the PWS (including Appendix A), and the notional labor mix did not provide enough information for offerors to adequately understand the required level of effort, and the apportionment of that effort between fixed-price and T&M areas. More particularly, while the FOPR required offerors to trace labor category and hour information to PWS tasks and subtasks within their management plans, its descriptions of those tasks and subtasks did not indicate which portion would be fixed-price and which would be T&M. Instead, the PWS included a general explanation:

All [fixed price] requirements … are in support of the operating environment outlined within Appendix A. These requirements, will be applied to the [ ] operating environment of Appendix A, or replacement systems, including additive or supplemental devices and systems to support the [agency’s] mission and customer base, and are considered baseline support. Above-baseline support is outlined as T&M requirements; Technical Direction Letters (TDLs) will be utilized [in the future] to provide instruction to the contractor as T&M requirements are defined.

ASRC and Ekagra both argued that the solicitation did not provide enough information for offerors to propose staffing for the fixed-price portion of the PWS, because the solicitation and PWS documents did not adequately delineate or define the fixed-price efforts relative to the T&M efforts. Both also challenged the Army’s explanation of the fixed-price efforts during discussions, when the Army told both protesters that their labor approaches were deficient with respect to the overall total labor required to meet the fixed-price requirements and in multiple specific labor categories. According to the protesters, the agency’s position reflected an expectation that offerors would propose fixed-price staffing beyond the current level of operations, based on amorphous concepts such as changes in the technical landscape, or changes to emerging/evolving mission requirements. The agency, however, refused to define these terms and did not provide any meaningful indication of the level of effort associated with these requirements.

In response, the agency argued that the solicitation’s Appendix A sufficiently set out the technical landscapes for the baseline level of operations so that an experienced information technology offeror could estimate the level of effort needed to meet the agency’s emerging/evolving requirements, organizational transformation objectives, and other expected changes. In the agency’s view, this information was sufficient because an agency is not obligated to eliminate all performance uncertainties.

It is true that GAO decisions do not require agency solicitations to be drafted so as to eliminate all performance uncertainties and instead hold offerors responsible, in submitting a proposal on a fixed-price contract, to project costs and to include in their proposed fixed prices a factor covering any projected increase in costs. According to the GAO, risk is inherent in most types of contracts and offerors are expected to allow for that risk in computing their offers. However, the GAO has been equally clear that a contracting agency must provide offerors with sufficient detail in a solicitation to enable them to compete intelligently and on a relatively equal basis. In this regard, the agency’s description of its needs must be free from ambiguity and describe the agency’s minimum needs accurately.

Here, the GAO held that the agency had not provided enough information for offerors to understand adequately the scope of the fixed-price portion of the instant requirement relative to the T&M portion. While explaining that the T&M work involves elements beyond maintaining the current level of operations and providing the total combined staffing associated with these elements (41 FTEs), it has not defined or provided enough detail about them to enable offerors to account for these elements in their proposed staffing. The GAO notes that this is particularly problematic where, as here, the solicitation required offerors to identify their staffing for distinct tasks and subtasks.

Even when pressed by the GAO during the protest, the Army was unable to provide a concrete delineation of the scope of those emerging/evolving mission requirements included within the fixed-price portion of the requirement and instead relied on a very broad explanation stating that an emerging or evolving requirement would fall under the fixed-price portion of the task order if, in the agency’s assessment, the change was the type of change that could be accounted for within the agency’s existing capabilities and an emerging and evolving requirement would fall under the T&M portion of the task order if, in the agency’s estimation, it was “different than all the other services that we’re currently supporting so it’s not just something where we can shift and adjust and adapt.” The agency was also unable to provide a clear breakdown of what constitutes an emerging/evolving mission requirement and how such requirements would affect particular PWS tasks and subtasks. The GAO concluded, “Given the seemingly unbounded and amorphous scope of what constitutes a fixed-price change to the agency’s mission requirements relative to a T&M change, we agree with the protesters that the agency has not provided enough information for offerors to propose staffing intelligently. … [A]n offeror trying to propose task- or subtask-specific staffing would not know, with any level of meaningful detail, which types of mission requirement changes the agency was anticipating, what those changes might entail, and whether they would qualify as ‘baseline’ changes (and therefore have to be staffed under the fixed-price portion of the requirement).”

These same problems exist for the other fixed-price elements at issue. The GAO was not persuaded that, even armed with this knowledge and expertise, an offeror would have a sufficient understanding of the requirements at issue. Because the agency failed to meaningfully explain the relevant terms or define their boundaries, the offerors were left to speculate at the possible scope of these requirements. According to the GAO, the lack of detail meant offerors were not provided with a common basis to compete. The GAO sustained the protests on this basis.

Contractors faced with a solicitation that seems to be missing key information necessary to proposal preparation should carefully consider their situation in light of this decision to determine whether a protest of the solicitation terms is in order. If meaningful competition cannot be had, a valid protest ground exists.

Last week we reported on developments in the Department of Defense (DoD) efforts to implement enhanced Defense Industrial Base cybersecurity requirements. Following our report, Katie Arrington, DoD Chief Information Security Officer in the Office of the Undersecretary of Defense for Acquisition and Sustainment, confirmed our thoughts that the DoD’s roll out of Cybersecurity Maturity Model Certification (CMMC) requirements in Requests for Proposals (RFPs) was likely to be impacted by COVID-19.

Specifically, she advised that the pilot RFPs to include CMMC are now on track to be released in November, approximately 60 days later than the originally targeted September roll out. She indicated that CMMC will not be included in DoD contracts until the rule is “completed.” The rule, which we understand will be a revision of the current DFARS clause, 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting, to include CMMC rules, is now identified for completion in October. However, this schedule may change depending on whether DoD follows through on its statements that it is going to have the rule go through a formal public hearing and rulemaking before being finalized. Given COVID-19 shelter-in-place rules and travel restrictions, hosting an in-person public meeting on the proposed rule could pose challenges to this schedule. Perhaps DoD will instead host a virtual meeting to receive input into the revised rule. If so, it will have to take care to protect against cybersecurity hacking.

It is clear that China and other countries are increasing attacks on cyber targets. DoD contractors and their supply chains should be taking steps now to enhance their cybersecurity in accordance with the current version of CMMC. It is not a question of whether DoD will proceed to implement CMMC, but when. Further, contractors that have a Plan of Action and Milestones (POAM) to implement NIST SP 800-171 requirements should continue that implementation to ensure that they are complying with their contract requirements.

Notwithstanding the above, Ms. Arrington did advise that DoD Requests for Information for incorporation of CMMC rules into contract requirements are still planned for release in June.

Stay tuned for further developments. If you have questions about this alert, or other government contracting matters, contact Susan Warshaw Ebner, or your Stinson counsel.

On May 5, 2020, the Office of Management and Budget (OMB) approved the Office of Federal Contract Compliance Programs’ (OFCCP) revised voluntary self-identification of disability form. Federal contractors and subcontractors have until August 4, 2020, to adopt the new form for applicants and employees.

Pursuant to Section 503 of the Rehabilitation Act, federal contractors and subcontractors with at least 50 employees and contracts of $50,000 or more are required to invite applicants and employees to self-identify as people with disabilities. These same contractors are expected to set an annual 7% utilization goal for individuals with disabilities across all job groups.

In announcing the new form, OFCCP stated that it believes the revised form is more “streamlined” and will “increase the response rate” of individuals voluntarily disclosing their disability status. The form is now one page (instead of two), lists different examples of disabilities, and removes the reasonable accommodation notice.

Federal contractors should promptly evaluate the steps they must take to implement the new form into application and onboarding processes so that this process is complete by August 4.