Approve financial contribution agreement with Lewis County Seniors BEFORE THE BOARD OF COUNTY COMMISSIONERS
LEWIS COUNTY, WASHINGTON
IN THE MATTER OF: RESOLUTION NO. 21-455
APPROVING A FINANCIAL CONTRIBUTION
AGREEMENT BETWEEN LEWIS COUNTY AND
LEWIS COUNTY SENIORS ORGANIZATION FOR
SENIOR NUTRITION PROGRAM SUPPORT DURING
CALENDAR-YEAR 2022
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, 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 2022; and
WHEREAS, Lewis County agrees to provide an additional $8,000 one-time grant
to Lewis County Seniors to be used solely for the cost of an Audit by a CPA on the
financials of the Lewis County Seniors; 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 2022 contingent on the completion of an audit
of 2020 and 2021 financials and provided to the BOCC, as outlined in the attached
agreement; and
WHEREAS, it is in the best public interest to approve this one-year agreement
authorizing financial support during calendar-year 2022.
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 21st day of December, 2021.
Page 1 of 2 Res. 21-455
APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS
Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON
Andrew Logerwell Lindsey R. Pollock, DVM
By: Andrew Logerwell, Lindsey R. Pollock, DVM, Chair
Senior Deputy Prosecuting Attorney
ATTEST: •'��`NTr��,�s•. Sean D. Swope
• �` KD OF' `i
•`-�* Sean D. Swope, Vice Chair
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••'� oM� F. Lee Grose
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Rieva Lester '*-1 `*1;i1 ;:•'
Rieva Lester, F. Lee Grose, Commissioner
Clerk of the Lewis County Board of
County Commissioners
Page 2 of 2 Res. 21-455
FINANCIAL CONTRIBUTION AGREEMENT
THIS AGREEMENT, made and entered into this 21st day of December, 2021, 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 provides senior services.The COUNTY entered into a lease agreement
with L.C. SENIORS, dated November 20, 2017, for a term of five (5) years. On August 17, 2021, the BOCC
amended the lease to extend through 2035,unless terminated sooner or extended pursuant to the Lease Agreement.
This agreement addresses the terms and conditions governing the grant made by the COUNTY to L.C. SENIORS
for calendar year 2022.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, 2022,to support the Senior Nutrition
Program to the extent they benefit the poor and infirm.
2) Contribute a sum up to$8,000 to pay for an Audit by an independent Certified Public Accountant
3) Contribute an additional $50,000 to the L.C. SENIORS no earlier than June 1, 2022, to be used by L.C.
SENIORS solely to support the Senior Nutrition Program services delivered by L.C. SENIORS during the
2022 calendar year.Funding will be released when an official request to the BOCC has been received and
the following documents and financial information have been provided:
a. 2021 financial statements for the Lewis County Seniors
b. Completed audit for the Lewis County Seniors
c. The final approved budget for the 2022 for all programs
L.C. SENIORS agrees 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) Meet with the Lewis County Commissioners on a quarterly basis to review financials, long-term strategic
plans for Lewis County Senior Services,grants and other funding opportunities and other agenda items as
requested.
•
4) 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 2022.
The Parties agree the grant contribution from the COUNTY to L.C. SENIORS is for the calendar year 2022 only.
Lewis County makes no representations of future contributions.
I. Term
The term of this Agreement shall commence on the 1st day of January 2022,and end on the 31 st day of December
2022,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 this document does not constitute or create a joint venture, joint
undertaking,enterprise,or partnership between L.C. SENIORS and the 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 fmancial 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's fees for any or all injuries to persons
or tangible property arising from the sole negligence of the COUNTY'S acts and omissions,including the acts and
omissions of the COUNTY'S authorized employees,subcontractors,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.
IN WITNESS WHEREOF,this Agreement has been duly executed by the Parties hereto the day and year first
above written.
LEWIS C UNTY SENIORS BOARD OF COUNTY COMMISSIONERS
LEWIS COUNTY,WASHINGTON
k,DVM, hair
Ron Averill,President of the Board Li dsey R. ollock,DVM, hair
APPROVED AS TO FORM — 1)
Jonathan Meyer, secuting Attorney S a D. S pe, ice hai
: Civil eputy Pros. Attorney F. Lee Grose,Commissioner
BOCC AGENDA ITEM SUMMARY
Resolution: BOCC Meeting Date: Dec. 21, 2021
Suggested Wording for Agenda Item: Agenda Type: Deliberation
Approving a financial contribution agreement between Lewis County and Lewis County Seniors
organization for senior nutrition program support during calendar-year 2022
Contact: Becky Butler Phone: 360-740-1198
Department: BUD - Budget
Description:
Approving a financial contribution agreement between Lewis County and Lewis County Seniors
organization for senior nutrition program support during calendar-year 2022
Approvals: Publication Requirements:
Publications:
User Status
Amber Smith Pending
PA's Office Approved
Additional Copies: Cover Letter To:
Grace Jimenez Ron Averill and Nora