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Termination Agreement with Lewis County Bar Legal Aid BEFORE THE BOARD OF COUNTY COMMISSIONERS OF LEWIS COUNTY, WASHINGTON APPROVE A MUTUAL ) RESOLUTION NO. 18- 31 3 TERMINATION AGREEMENT ) BETWEEN LEWIS COUNTY AND ) THE LEWIS COUNTY BAR LEGAL AID WHEREAS, Lewis County and the Lewis County Bar Legal Aid entered into a lease on March 2, 2015; and WHEREAS,the lease was renewable by mutual agreement of the parties; and WHEREAS, Lewis County and the Lewis County Bar Legal Aid agree that termination of their lease agreement is in the best public interest; NOW THEREFORE BE IT RESOLVED that the Lewis County Board of County Commissioners (BOCC) hereby approves the Mutual Termination Agreement and Release between Lewis County and the Lewis County Bar Legal Aid. APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY,WASHINGTON r-� / fvf :y:CullW atten, D: i •ty Pros.Attorney Edna und,Chair s ATTEST: Robert C.Jackson,Vice Chair ) Rieva Lester,Clerk of the Board Commissioner(position vacant) •�'S COUN'rk W•• • • , SINCE \� o :� 1845 r®®\`�? o, • o )8 •:IONS 1stC e •••••• RECEIVED DEC 1 12018 MUTUAL TERMINATION AGREEMENT AND RELEASE lEVy15 co �NTY This MUTUAL TERMINATION AGREEMENT AND RELEASE ("Agreement") is entered tinR o Sby anfft47 . RNEt Lewis County ("County"), a political subdivision of the State of Washington, by and through the Lewis County Board of County Commissioners ("BOCC"), of 351 NW North Street, Chehalis, WA 98352, and the Lewis County Bar Legal Aid ("Legal Aid"), a Washington Corporation, P.O. Box 117, Chehalis, WA 98532. BOCC and Legal Aid collectively referred to as"Parties"throughout this Agreement. 1. Purpose. The Parties entered into a lease on March 2, 2015 by and between the County and Legal Aid ("Lease"). The Lease is renewable by mutual agreement of the Parties. The County leased the subject property, a house and garage commonly known as 19 SW Cascade Avenue, Chehalis,WA 98532 to Legal Aid,which is legally described as: Lot 17, Block F, Main Street Addition to Chehalis as recorded in Volume 2 of Plats, Page 64(Legal Aid Office). The Parties wish to terminate this Lease by the terms of this Agreement so that the County and Legal Aid can be released and discharged from further performance under said lease. NOW THEREFORE in consideration of the terms and conditions set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, by their respective signatures below agree as follows: 2. Effective Date. The effective date of this Agreement (Effective Date)shall be December 1, 2018, 3. Termination of Lease. The Parties agree that all terms of the Lease shall remain in effect with exception of Paragraph 2, Rental, and Paragraph 8, Insurance and Personal Property Taxes, until 5:00 p.m., December 31, 2018. Upon termination,the Legal Aid Office shall revert back to the care, custody, and control of the County. 4. Use of Property. The County agrees to allow Legal Aid the continued limited use of the Legal Aid Office until 5:00 p.m., December 31, 2018 under the following conditions: A. Legal Aid agrees to cease operations effective November 30, 2018. As a result,the Legal Aid Office will be closed to the public effective December 1, 2018. B. During the month of December 2018, Legal Aid shall vacate the premises and remove all furniture,files, computers, etc.,which is the property of Legal Aid. 5. Rental. In consideration for this Agreement and for continued limited use of the property,the County agrees no rent shall be charged or collected for the month of December 2018. 6. Mutual Release. Effective immediately upon 5:00 p.m. on December 31, 2018, the Parties release and forever discharge the other party and all of its employees, agents, successors, assigns, legal representatives, affiliates, Mutual Termination Agreement 1 directors, and officers from and against any and all actions, claims, suits, demands, payment obligations or other obligations or liabilities of any nature whatsoever,whether known or unknown,which such party or any of its employees,agents,successors,assigns, legal representatives,affiliates,directors and officers have had, now have or may in the future have directly or indirectly arising out of(or in connection with) any of the Lease including any activities undertaken pursuant to any of the Lease. 7. General Provisions. A. Signors: By their signatures below, each signor certifies and warrants that they have been authorized by the respective party to enter into this Agreement and such signature carries the authorization of the Parties outlined above. B. Ability to Consult with Counsel: Both Parties, by their signatures below, agree that each has had the opportunity to consult with their respective legal representation and have done so to their satisfaction. C. Indemnification:Through December 2018, Legal Aid shall continue to indemnify and hold the County, its agents, servants and employees harmless from any and all claims or demands for loss of or damage to property, or for injury or death to any person from any cause whatsoever, including employees, contractors, invitees, licensees and guests while in the Legal Aid Office or arising from any act or omission of Legal Aid its guests, contractors, employees invitees or licensees pursuant to paragraph 11, Indemnification, of the Lease. D. Entire Agreement:This Agreement is the entire agreement between the Parties regarding the subject matter contained herein. It supersedes, and its terms govern, all prior proposals, agreements,or other communications between the Parties,oral or written, regarding the subject matter contained herein. This Agreement shall not be modified or amended unless done so in a writing signed by authorized representatives of both parties. The terms of this Agreement shall take precedence in the event of any conflict with terms of any other agreement between the parties in relation to the termination of the Lease, unless explicitly stated otherwise. E. Applicable Law:This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Washington without regard to conflicts of laws principals. Any action to enforce provisions of this Agreement or arising under or by reason of this Agreement shall be brought in the Superior Court of Washington for Thurston County in Olympia, or in the United States District Court for the Western District of Washington in Tacoma. F. Counterparts:Copies:This Agreement may be signed in two counterparts which together will form a single agreement as if both parties had executed the same document.Signed copies of this Agreement sent via facsimile will be deemed binding to the same extent of original documents. Mutual Termination Agreement 2 P IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the last date written below. LEWIS COUNTY BAR LEGAL AID: BOARD OF COUNTY COMMISSIONERS LEWIS COUNTY,WASHINGTON AfAIWII:411711° By:' � E � Legal Aid Edn. . Fund, Chair dr ATTEST: Robert C. ack¶,Vice Chair Rieva Lester,Clerk of the Board Vacant, Commissioner ••••• •••S COUN ••• <, � A.RDp w�•i • o/ �'y . g r SINCE \l •;1, 1845 B1 z; • ••• • Mutual Termination Agreement 3 BOCC AGENDA ITEM SUMMARY Resolution: BOCC Meeting Date: Dec 10, 2018 Suggested Wording for Agenda Item: Agenda Type: Consent Approve a mutual termination agreement and release between Lewis County and the Lewis County Bar Legal Aid. Contact Clerk of the Board Phone: 3607401419 Department: Board of County Commissioners Action Needed: Approve Resolution Description Approve a mutual termination agreement and release between Lewis County and the Lewis County Bar Legal Aid. Additional Copies Lewis County Bar Legal Aid P.O. Box 117 Chehalis,WA 98532.