Approve MOU between Lewis County Division of Emergency Management and Twin Transit. BEFORE THE BOARD OF COUNTY COMMISSIONERS
LEWIS COUNTY, WASHINGTON
IN THE MATTER OF: RESOLUTION NO. 21-340
APPROVE A MEMORANDUM OF UNDERSTANDING
BETWEEN LEWIS COUNTY DIVISION OF
EMERGENCY MANAGEMENT AND TWIN TRANSIT
WHEREAS, the Lewis County Comprehensive Emergency Management Plan
(CEMP) outlines Twin Transit as a Support Agency in Emergency Support Function
(ESF) #1 (Transportation) and ESF #8 (Public Health and Medical) to assist with
transportation resources and activities; and
WHEREAS, the Lewis County Board of County Commissioners (BOCC) has
reviewed the Memorandum of Understanding (MOU) between the Lewis County
Division of Emergency Management (DEM) and Twin Transit; and
WHEREAS, Twin Transit agrees to assist Emergency Management by providing
emergency transportation services during emergency and/or disaster incidents;
and
WHEREAS, it appears to be in the best interest of the public to authorize the
approval of the MOU between Lewis County DEM and Twin Transit.
NOW THEREFORE BE IT RESOLVED that the MOU between Lewis County DEM
and Twin Transit is hereby approved.
DONE IN OPEN SESSION this 14th day of September, 2021.
Page 1 of 2 Res. 21-340
APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS
Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON
Amber Smith Absent
By: Amber Smith, Gary Stamper, Chair
Deputy Prosecuting Attorney
ATTEST: ••03----_.k`js,,.. Lindsey R. Pollock, DVM
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Lindsey R. Pollock, DVM, Vice Chair
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Rieva Lester - Sean Sean D. Swope
Rieva Lester, Sean D. Swope, Commissioner
Clerk of the Lewis County Board of
County Commissioners
Page 2 of 2 Res. 21-340
Memorandum of Understanding(MOU)
for
Emergency Transportation
Lewis County Division of Emergency Management
and
Twin Transit
July 20, 2021
This Memorandum of Understanding (MOU) is made and entered into by and between Lewis
County, Division of Emergency Management, 351 NW North Street, Chehalis, WA 98532,
hereinafter referred to as"Emergency Management,"and Twin Transit, 1638 Bishop Rd,Chehalis,
WA 98532, hereinafter referred to as "Twin Transit" Pursuant to this agreement, Twin Transit
agrees to assist Emergency Management to provide emergency transportation services during
emergency and/or disaster incidents.
1. Term.
a. This agreement will be effective on the date of the last signature thereto and will
continue until rescinded, upon 30 days written notice,by either party.
b. The Lewis County Deputy Director of Emergency Management and of the
Director of Twin Transit shall be responsible for an annual review of this
agreement.
c. Termination for Public Convenience. Either Party may terminate the MOU, in
whole or in part, whenever the terminating Party determines, in its sole discretion
that such termination is in the interests of the terminating Party. Whenever the
MOU is terminated in accordance with this paragraph, the non-terminating Party
shall be entitled to request reimbursement for actual work performed for completed
items of work to the appropriate Federal, State, and local agencies providing
reimbursement for a declared emergency. The terminating Party shall make a
reasonable, equitable adjustment in the requested reimbursement for partially
completed items of work, but such adjustment shall not include provision for loss
of anticipated profit on deleted or uncompleted work when requesting potential
reimbursement. Termination of this MOU by Party at any time during the term for
convenience, shall not constitute a breach of the MOU by the terminating Party.
d. Suspension of Performance and Resumption of Performance. In the event of
government closure, suspension or limitation of funding in any way after the
effective date of this MOU and prior to normal completion,Parties may give notice
to the other Party to suspend performance as an alternative to termination. Parties
may elect to give written notice to the other Party to suspend performance when the
EM/MOU/Twin Transit.D €t 7-20-21
Party determines there is a reasonable likelihood that the funding insufficiency may
be resolved in a timeframe that would allow performance to be resumed prior to the
end date of this MOU. Notice may include notice by facsimile or email to the
MOU's Representative. The Parties shall suspend performance on the date stated
in the written notice to suspend. During the period of suspension of performance,
each party may inform the other of any conditions that may reasonably affect the
potential for resumption of performance. Notice may be contingent upon the
occurrence or non-occurrence of a future event; e.g. the failure of the State of
Washington to pass a budget by a date specified in the notice.
When the Parties determine that the funding insufficiency is resolved, the Parties
may give written notice to resume performance and a proposed date to resume
performance.Upon receipt of written notice to resume performance,the Parties will
give written notice to the other as to whether it can resume performance, and, if so,
the date upon which it agrees to resume performance.If Parties give notice that they
cannot resume performance, the Parties agree the MOU will be terminated
retroactive to the original date of suspension of performance.
If the funding issue is not resolved, the Parties may terminate the MOU under the
"Termination for Convenience"clause.
2. General Terms and Conditions.
a. Scope of Services. Emergency Management and Twin Transit agree to provide
services,reports, and any material set forth in the MOU during the MOU term.No
material, labor, or facilities will be furnished by Emergency Management or Twin
Transit unless otherwise provided for in this MOU.
b. Accounting and Payment for Services. Payment to Emergency Management and
Twin Transit for services rendered under this MOU shall be contingent to each
parties separate end independent application for Federal, State, and local funding.
Unless specifically stated in this MOU or approved in writing in advance by
the MOU Representative for this MOU, Emergency Management will not
reimburse Twin Transit for any reasonable costs or expenses incurred in the
performance of this MOU.
Emergency Management and Twin Transit acknowledges that the entire
compensation for this MOU is specified in this MOU and Emergency Management
and Twin Transit are not entitled to any Lewis County benefits including, but not
limited to, vacation pay, holiday pay, sick leave pay, medical, dental, or other
insurance benefits, or any other rights or privileges afforded to County employees
outside of their respective entitlements and obligations.
c. Potential Reimbursement for Services Provided. Each Party is separately and
independently liable for costs incurred as a result of performing services as part of
this MOU. Each Party shall separately and independently apply for any and all
EM/MOU/Twin Transit 7-20-21
Federal, State, or local reimbursement the party is wishing to claim for approved
services provided in this MOU,
d. Recapture. In the event a Party fails to perform services specified in this MOU in
accordance with state laws, federal laws, and/or the provisions of this MOU, the
other Party reserves the right to recapture funds in an amount required to
compensate the other Party for the noncompliance in addition to any other remedies
available at law or in equity if such funds are specifically awarded to the Parties
jointly. Repayment by the failing Party or refunds under this recapture provision
shall occur within the timeframe specified by the other Party. In the alternative,the
other Party may recapture such funds from payments due under this MOU.
e. Assignment and Subcontracting. Unless otherwise provided for in this MOU, no
portion of this MOU may be assigned or subcontracted to any other individual,
form, or entity without the express and prior written approval of Emergency
Management.
f. Administration. This MOU does not create a separate entity. This MOU shall be
jointly administered by Emergency Management and Twin Transit.
g. Regulations and Requirements. This MOU shall be subject to all laws, rules, and
regulations of the United States of America, the State of Washington, and political
subdivisions of the State of Washington, and to any other provisions set forth in
Special Terms and Conditions,
h. Public Records Law. Each Party will fulfill their independent obligations,
separately,under the Washington Public Records Act(chapter 42.56 of the Revised
Code of Washington). In the event one 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 the other Party for violation of the Public
Records Act,the failing Party shall indemnify the other for that penalty, as well as
for all costs and attorney fees incurred by the other Party in the litigation giving rise
to such a penalty. The obligations created by this section shall survive the
termination of this MOU.
•
i. Political Activity Prohibited.None of the funds provided under this MOU shall be
used for any partisan political activity, or to further the election or defeat of any
candidate for public office or ballot measure. However, no person engaged to
perform such services pursuant to this MOU shall be precluded from devoting
income derived from such services to any lawful political activity, or to the support
of a candidate for public office or of a ballot measure.
j. Right to Review. This MOU is subject to review by any federal or state auditor.
Emergency shall have the right to review and monitor the financial and service
components of this MOU by whatever means are deemed expedient by Emergency
Management. Such review may occur with or without notice and may include, but
EM/MOU/Twin Transit 7-20-21
is not limited to, on-site inspection by Emergency Management agents or
employees, inspection of all records or other materials which Emergency
Management deems pertinent to the MOU and its performance, and any and all
communications with or evaluations by service recipients under this MOU.
k. Modifications. Either party may request changes in the MOU. Any and all agreed
modifications shall be in writing, signed by each of the parties.
1. Defense and Indemnity Agreement. Either Party shall defend, protect, and hold
harmless the other Party or any officers or employees thereof, from and against all
claims, suits, or action arising from any intentional or negligent act or omission of
the other Party or any employee, agent or representative of the other Party or any
subcontractor, while performing under the terms of this MOU.
m. Resolution of Conflicts. In the event of an inconsistency in this MOU, unless
otherwise provided herein, the inconsistency shall be resolved by giving
precedence in the following order:
i. Applicable federal and state statutes and regulations;
ii. Special terms and conditions;
iii. Exhibits;
iv. General terms and conditions; and
v. Any other provision of this MOU whether incorporated by reference
or otherwise.
n. Disputes,Venue and Choice of Law. Both Parties agree that any disputes that arise
under or relating to this MOU that cannot be resolved to the satisfaction of both
parties shall be submitted to mediation before either party starts litigation in any
form. An impartial third party acceptable to both the Emergency Management and
Twin Transit will be appointed to mediate. Should the parties be unable to agree
upon a mediator, then the dispute shall be mediated through the Washington
Arbitration and Mediation Service,at its Tacoma office, and in accordance with the
WAMS mediation rules.Each Party shall pay an equal percentage of the mediator's
fees and expenses. Either Party may not use any funds received under this MOU to
pay mediator's fees and expenses. The mediation shall be confidential in all
respects, as allowed or required by law.
In the event that mediation does not resolve the dispute,the venue for any litigation
arising under or relating to this MOU shall be in the courts of the State of
Washington. This MOU shall be governed by the laws of the State of Washington,
excepting only the choice of law rules of the State of Washington.
o. Records Maintenance. Each Party shall maintain all books, records, documents,
data and other evidence relating to this MOU and performance of the services
described herein,including but not limited to, accounting procedures and practices
which sufficiently and properly reflect all direct and indirect costs of any nature
expended in the performance of this MOU. Both Parties shall retain such records
EM/MOU/Twin Transit Bret 7-20-21
for a period of seven (7) years following the date of final potential reimbursement
for services provided under this MOU.
If any litigation,claim or audit is started before the expiration of the seven-(7)year
period, the records shall be retained .for a period of seven (7) years after all
litigation,claims,or audit findings involving the records have been finally resolved.
p. Confidentiality.Both Parties or any employee, agent or representative of the Parties
or any subcontractor shall maintain the confidentiality of all information provided
or acquired by the Parties in performance of this MOU, except upon prior written
consent of the County Prosecuting Attorney for Emergency Management, counsel
for Twin Transit, or an order entered by a court after having acquired jurisdiction
over the Parties. Each Party shall indemnify and hold harmless the other Party, its
officials, agents or employees from all loss or expense, including, but not limited
to, settlements, judgments, setoffs, attorney's fees, and costs resulting from a
Party's breach of this provision.
q. Ethics/Conflicts of Interest. In performing under this MOU,both Parties will assure
compliance with the Ethics in Public Service Act(Chapter 42.52 Revised Code of
Washington), and any other applicable state or federal law related to ethics or
conflicts of interest.
r. Information System Security. Both Parties shall protect and maintain all
confidential information gained by reason of this MOU against unauthorized use,
access, disclosure, modification or loss. Personal and/or medical information
collected, used or acquired in connection with this MOU shall be used solely for
the purposes of this MOU.
s. MOU Amendments.No amendment,modification or renewal shall be made to this
MOU unless set forth in a written MOU Amendment, signed by both parties.Work
under a MOU Amendment shall not proceed until both Parties duly executes the
MOU Amendment.
t. Severability. If any term or condition of this MOU 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 MOU are
declared severable.
u. Conformance. If any provision of this MOU violates any statute or rule of law of
the state of Washington or of the United States of America, it is considered
modified to conform to that statute or rule of law.
v. Waiver. Waiver of any breach or condition of this MOU shall not be deemed a
waiver of any prior or subsequent breach. No term or condition of this MOU shall
EM/MOU/Twin Transit A 7-20-21
be held to be waived, modified or deleted except by an instrument, in writing,
signed by the party granting such a waiver.
w. Survival. The terms and conditions contained in this MOU will survive the
completion, cancellation, termination or expiration of the MOU.
x. Entire MOU. This written MOU represents the entire agreement between the
parties.
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day of `r,�
IN WITNESS THEREOF, this executed on 1� 0.
Accepted: Accepted:
LEWIS COUNTY TWIN TRANSIT
Division of Emergency Management
/XS d_/
Director
Dated: 08/19/2021 Dated: 08/05/2021
APPROVED AS TO FORM:
JONATHAN MEYER TWIN TRANSIT COUNSEL
Prosecuting Attorney
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ber Smith, WMA# 53121 /(ev1 ?.e( On, SBA# gq3//-
EM/MOU/Twin Transit Draft 7-20-21
BOCC AGENDA ITEM SUMMARY
Resolution: BOCC Meeting Date: Sept. 14, 2021
Suggested Wording for Agenda Item: Agenda Type: Deliberation
APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN LEWIS COUNTY DIVISION OF
EMERGENCY MANAGEMENT AND TWIN TRANSIT
Contact: Erika Katt Phone: 3607401153
Department: DES - Emergency Management (Dept. of Emergency Services)
Description:
Approve Memorandum of Understanding between the Lewis County Division of Emergency
Management and Twin Transit. Twin Transit agrees to assist Emergency Management to provide
emergency transportation services during emergency and/or disaster incidents.
Approvals: Publication Requirements:
Publications:
User Status
Josh Metcalf Pending
PA's Office Approved
Additional Copies: Cover Letter To:
Rebecca Towner, Twin Transit Finance
Director, rebecca@twintransit.org; Andrea
Culletto, Twin Transit, andrea@twintransit.org