Approve financial contribution agreement with Lewis County Seniors BEFORE THE BOARD OF COUNTY COMMISSIONERS
OF LEWIS COUNTY, WASHINGTON
IN RE:APPROVING A FINANCIAL CONTRIBUTION AGREEMENT )
BETWEEN LEWIS COUNTY AND LEWIS COUNTY SENIORS ) RESOLUTION NO. 18- 31 b
ORGANIZATION FOR SENIOR NUTRITION PROGRAM SUPPORT )
DURING CALENDAR-YEAR 2019
WHEREAS, Lewis County ceased to manage Senior Services Programs in Lewis County including the
Senior Nutrition and Senior Enrichment programs on December 31, 2017; and
WHEREAS, Lewis County Seniors, a non-profit 501(c)3 organization assumed sole responsibility and
control of the financial and operational management of the Senior Services Programs in Lewis County
effective January 1, 2018; and
WHEREAS, the Board of County Commissioners desires a smooth transition of Senior Services Programs
in Lewis County; and
WHEREAS, Lewis County agrees to provide an initial $50,000 one-time cash grant to Lewis County
Seniors to be used solely to support Senior Nutrition services delivered in Lewis County during calendar-
year 2019; and
WHEREAS, Lewis County further agrees to provide additional sums not to exceed a total of$50,000 to
Lewis County Seniors to deliver Senior Nutrition services in Lewis County during calendar-year 2019; and
WHEREAS, it is in the best public interest to approve this one-year Agreement authorizing financial
support during calendar-year 2019;
NOW,THEREFORE BE IT RESOLVED that the Agreement identifying the terms of the County's financial
contribution to Lewis County Seniors is hereby approved.
DONE IN OPEN SESSION this 17th day of December 2018.
APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS
JC a L. Meyer, Prosecuting Attorney
LEWIS COUNTY, WASH NGTON
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By: Civil Deputy E. •: . Fund,
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ATTEST: Robert C. Jackson, Vice Chair
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Rieva Lester, Clerk of the Board ....17\s COUNTkj•• Vacant, Commissioner
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FINANCIAL CONTRIBUTION AGREEMENT
THIS AGREEMENT, made and entered into this 17th day of December, 2018 by and between Lewis
County, a political subdivision of the State of Washington, 351 NW North St., Chehalis, WA hereinafter referred
to as "COUNTY" and the Lewis County Seniors, a non-profit 501(c)3 corporation, hereinafter referred to as "L.C.
SENIORS" (the COUNTY and L.C. SENIORS are referred to collectively as the"Parties.").
Summary
The COUNTY ceased managing the Senior Services Programs on December 31, 2017, whereupon L.C. SENIORS
assumed sole responsibility and control of the financial and operational management of the Senior Services
Programs in Lewis County effective January 1, 2018.
Background
Effective January 1, 2018, L.C. SENIORS contracted with the Lewis-Mason-Thurston Area Agency on Aging to
provide the Senior Nutrition services in Lewis County.
Lewis County maintains ownership of the five senior center buildings(Twin Cities,Toledo,Winlock,Morton,and
Packwood) where L.C. SENIORS currently provide senior services. The COUNTY has entered into a lease
agreement with L.C. SENIORS, dated November 20,2017.
This agreement addresses the terms and conditions governing the grant made by the COUNTY to L.C. SENIORS
for calendar year 2019. The grant proceeds may only be used to support the Senior Nutrition Program to the extent
they benefit the poor and infirm.
COUNTY agrees to:
1) Contribute sum in the amount of$50,000 no later than January 31, 2019 to support the Senior Nutrition
Program to the extent they benefit the poor and infirm.
2) Contribute an additional $50,000, upon request and as needed, to the L.C. SENIORS no earlier than June
1, 2019,to be used by L.C. SENIORS solely to support the Senior Nutrition Program services delivered by
L.C. SENIORS during the 2019 calendar year.
L.C. SENIORS agree to:
1) Continue to have full responsibility for the financial and operational management of the Lewis County
Senior Services Programs.
2) Execute all agreements, memoranda, contracts, or any other legal obligations with all other entities as
necessary to facilitate delivery of the Senior Services Programs in Lewis County.
3) Provide current and complete financial statements for L.C. SENIORS (and supporting documentation as
requested)on a quarterly basis to the COUNTY, including but not limited to the release of all revenues and
all expenses incurred by L. C. SENIORS in delivering the Senior Services Programs year to date in 2019.
The Parties agree the grant contribution from the COUNTY to L.C. SENIORS is for the calendar year 2019 only.
Lewis County makes no representations of future contributions.
I. Term
The term of this Agreement shall commence on the 1st day of January 2019,and end on the 31st day of December
2019, unless terminated sooner pursuant to the provisions of this Agreement (hereinafter"the Term"). COUNTY
may terminate this Agreement with or without cause at any time by giving written notice to L.C. SENIORS at least
ninety(90)days before the effective date of termination. This Agreement may be terminated without cause by L.C.
SENIORS at any time with thirty(30)days'advance written notice.
II. Recapture Provision
If L.C. SENIORS fails to comply with any of the terms and conditions of this Agreement or L.C. SENIORS fails
to expend funds under this Agreement in accordance with state and federal law, L.C. SENIORS shall repay the
grant funds to the COUNTY. The COUNTY shall be entitled to demand recapture and repayment of any misspent
grant funds pursuant to this Section at any time within three years of the L.C. SENIORS' spending violation.
Repayment by L.C. SENIORS of funds under this recapture provision shall occur within 30 days of demand. If
repayment is not made within the specified timeframe, the COUNTY may secure payment, plus interest, if any,
utilizing available legal remedies.
III. Status of Parties
Both L.C. SENIORS and the COUNTY agree that this grant agreement does not constitute or create a joint venture,
joint undertaking or enterprise between L.C. SENIORS and COUNTY.
IV. Future Support
The COUNTY does not make any commitment to future support of L.C. SENIORS. If L.C. SENIORS is interested
in future grants,it may apply for them in the same manner and subject to the same terms and conditions as any other
grant applicant.
V. Political Activity Prohibited
None of the funds provided under this Agreement shall be used for any partisan political activity, or to further the
election or defeat of any candidate for public office or any ballot measure.
VI. Reporting Requirements
On a quarterly basis,L.C. SENIORS shall submit a detailed financial report to COUNTY outlining all expenditures
and all revenues associated with all of L.C. SENIORS activities, including but not limited to the Senior Services
Nutrition and Enrichment Programs.Upon 30-days notice the COUNTY may request,and the L.C. SENIORS shall
provide, additional financial or other documentation related to L.C. SENIORS activities.
VII. Changes and Modifications
Either party may request in writing any changes in this Agreement. Any and all agreed modifications shall be in
writing, signed by each of the parties,and effective as of execution by the last signing party.
VIII. Assignment,Delegation& Subcontracting
No portion of this agreement may be assigned, delegated or subcontracted to any other individual, firm or entity
without the express and prior written approval of the other party.
IX. Non-Discrimination
L.C. SENIORS shall not discriminate against any person in providing the Senior Services Programs funded by any
COUNTY grant monies on the basis of race, color, creed,religion,national origin, age, sex,marital status,veteran
status including disabled veteran and Vietnam-Era Veteran status, sexual orientation or the presence of any
disability unless such disability effectively prevents the performance of the essential functions required of the
position.
X. Disputes
Differences between L.C. SENIORS and COUNTY,arising under and by virtue of this Agreement shall be brought
to the attention of the Lewis County Director of Central Services or his/her designee at the earliest possible time in
order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time limits stated, the records, orders, rulings,
instructions, and decisions of the COUNTY, shall be final and conclusive.
XI. Indemnification
The COUNTY assumes no liability with respect to bodily injury, illness, accident, theft or any other damages or
losses to persons or property arising out of or in connection with L.C. SENIORS acts or omissions.
L.C. SENIORS assumes no liability with respect to bodily injury, illness, accident, theft or any other damages or
losses to persons or property that arise from or in connection with the COUNTY's provision of senior services
before the effective date of this Agreement.
L.C. SENIORS shall defend, protect, indemnify, save and hold harmless the COUNTY, its officers, agents and
employees from and against any claims, causes, damages, expenses or liability including reasonable attorney fees
for any or all injuries to persons or tangible property arising from or in connection with L.C. SENIORS' acts or
omission arising out of or in connection with L.C. SENIORS'provision of the Senior Services Programs,including
the actions and omissions of L.C. SENIORS' employees, agents, volunteers, permittees, and authorized
subcontractor(s),as well as the acts and omissions of L.C. SENIORS subcontractors'agents,volunteers,permittees,
and employees.
The COUNTY shall defend, protect, indemnify, save and hold harmless L.C. SENIORS from and against any and
all claims,causes,damages,expenses or liability including reasonable attorney fees for any or all injuries to persons
or tangible property arising from or in connection with the COUNTY's acts and omissions in providing senior
services before the effective date of this Grant Agreement, including the actions and omissions of the COUNTY's
authorized subcontractors, employees and volunteers.
XII. Venue& Choice of Law
In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this
Agreement, the venue of such action of litigation shall be in the courts of the State of Washington in and for the
County of Lewis. This Agreement shall be governed by the laws of the State of Washington. Except as otherwise
stated herein,each Party shall be responsible for its own attorneys' fees.
XIII. Severability
If any term or condition of this Agreement, or the application thereof to any person(s) or circumstances is held
invalid,such invalidity shall not affect other terms,conditions or applications which can be given effect without the
invalid term, condition or application. To this end, the terms and conditions of this Agreement are declared
severable.
XIV. Waiver
Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent
breach. No term or condition of this Agreement shall be held to be waived, modified or deleted except by an
instrument, in writing, signed by the Parties hereto.
XV. Entire Agreement& Interpretation
This written Agreement represents the entire Agreement between the Parties respecting financial support from the
COUNTY to the LC SENIORS and supersedes any prior oral statements, discussions or understandings between
the Parties concerning the same.
XVI. Public Records Act
The Parties recognize that someone may claim that the Public Records Act applies to documents generated pursuant
to this Agreement, and therefore, shall assist one another to fulfill all obligations of each Party to this Agreement
under the Washington Public Records Act(Chapter 42.56 of the Revised Code of Washington)("PRA").
a) The Parties recognize that under the PRA, each Party has a duty to provide third parties with access to all
documents(defined broadly)to the extent they"contain information relating to the conduct of government,"
and that this obligation extends to such documents in the sole possession of any Party and used by it,and/or
by any other Party for purposes relating to this Agreement.
b) In the event any Party receives notice from the other Party that the requesting Party has received a demand
for one or more documents which the requesting Party has not been able to locate in its files, and that the
requesting Party is obliged to release pursuant to the Public Records Act,then, if those documents (or any
of them) are in the possession of the other Party, that other Party shall provide copies of those documents
to the requesting Party within five(5)business days of being requested to do so;or,within five(5)business
days, it shall notify the requesting Party of when, acting with all reasonable diligence, it will be able to
provide the requesting Party with copies of those documents. The other Party then shall actually provide
copies of those documents to the requesting Party by such date or such extended date as may properly be
designated.
c) In the event that a Party fails to fulfill its obligations pursuant to this section,and due in whole or in part to
such failure a court of competent jurisdiction imposes a penalty upon another Party for violation of the
Public Records Act, then the Party in breach of such obligations shall indemnify the other Party for that
penalty, as well as for all costs and attorney fees incurred by that Party in the litigation giving rise to such
penalty.
d) The obligations created by this section shall survive the termination of this Agreement.
IN WITNESS WHEREOF,this Agreement has been duly executed by the Parties hereto the day and year first
above written.
BOARD OF COUNTY COMMISSIONERS
LEW SENIORS LEWIS COUNTY, WASHINGTON
Ron Averill, President of the Board : . J. Fund,Ch.'rma
APPROVED AS TO FORM: 'o r-rt C. ackson,Vice Chair
Jonathan Meyer,Prosecuting Attorney
Vacant,Commissioner
By:
Civil Deputy
BOCC AGENDA ITEM SUMMARY
Resolution: BOCC Meeting Date: Dec 17, 2018
Suggested Wording for Agenda Item: Agenda Type: Consent
Approving a Financial Contribution Agreement between Lewis County and Lewis County Seniors Organization
for Senior Program Support During Calendar-Year 2019
Contact Erik Martin Phone: 360-740-2697
Department: Board of County Commissioners
Action Needed: Approve Resolution
Description
Effective January 1, 2018, L.C. Seniors contracted with the Lewis-Mason-Thurston Area Agency on Aging to
provide the Senior Nutrition services in Lewis County.
Lewis County maintains ownership of the five senior center buildings (Twin Cities, Toledo,Winlock, Morton,
and Packwood)where L.C. Seniors currently provide senior services. The county has entered into a lease
agreement with the L.C. Seniors,dated November 20, 2017.
This agreement addresses the terms and conditions governing the grant made by the county to the L.C. Seniors
for calendar year 2019. The grant proceeds may only be used to support the Senior Nutrition Program to the
extent they benefit the poor and infirm.
The county agrees to contribute a sum in the amount of$50,000 no later than January 31, 2019 to support the
Senior Nutrition Program to the extent they benefit the poor and infirm. as well as contribute an additional
$50,000, upon request and as needed,to the L.C. Seniors no earlier than June 1, 2019, to be used by the L.C.
Seniors solely to support the Senior Nutrition Program services delivered by the L.C. Seniors during the 2019
calendar year.
Approvals:
User Group Status
Martin, Erik BOCC Pending
Eisenberg, Eric Prosecutor Pending
Whiton, Wayne BOCC � Pending
Cover Letter To
Ron Averill,President,Lewis County Seniors,
Erik Martin, Suzette Smith and Larry Grove
Additional Copies
Ron Averill, President,Lewis County Seniors,
Erik Martin,Suzette Smith and Larry Grove