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HomeMy WebLinkAboutAgreements/Contracts - Central ServicesK25-241 GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: COU NTY ADMINISTRATOR DATE: 11/25/2025 REQUEST SUBMITTED BY: TGAI N ES PHONE: 3276 CONTACT PERSON ATTENDING ROUNDTABLE. TGAI N ES CONFIDENTIAL INFORMATION: ❑YES ® NO ®Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑Computer Related ❑County Code El Emergency Purchase ❑Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances [:]Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations PRequest for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter [:]Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB Settlement and Release Agreement regarding the Morgue between Grant County and Grant County Public Hospital District No. 1 dba Samaritan Healthcare for the agreement to terminate agreements relating to the use of the space in the Existing Hospital for the Morgue in the amount of $184,019.27. Ll If necessary, was this document reviewed by accounting? ❑ YES ❑ NO 7 N/A oulro-S legal rovie — ro"TH T" IRC If necessary, was this document reviewed by legal? 0 YES ❑ NO --=-�Mmmmmmm - =Elm DATE OF ACTION: �07• 07• ei SDEFERRED OR CONTINUED TO: WITHDRAWN: APPROVE: DENIED ABSTAIN D1: <9 6 D2: D3: ❑ N/A 4/23/24 SETTLEMENT AND RELEASE AGREEMENT REGARDING THE MORGUE THIS SETTLEMENT AND RELEASE AGREEMENT REGARDING THE MORGUE (this "Agreement") is made and entered into as of this 12th day of November 2025, by and among Grant County Public Hospital District No. 1, dba Samaritan Healthcare, a Washington municipal corporation ("Samaritan"), and Grant County, a municipal corporation (the "County"). Samaritan and County are sometimes referred to herein individually as a "Party" and collectively as the "Parties." RECITALS A. Samaritan owns and operates Samaritan Hospital, a general acute care hospital located in Moses Lake, Washington. B. County currently occupies space on the Samaritan Hospital campus (the "Existing Hospital") from which it operates a morgue (the "Morgue"). C. As part of Samaritan's plan in developing a new replacement hospital ("New Hospital") on real property owned by Samaritan, the County and Samaritan engaged in discussions regarding a potential move of the Morgue to the New Hospital, subject to County budget feasibility. D. Samaritan contracted with an architect, engineers, and other contractors for the New Hospital (the "Contractors") to develop plans (the "Plans") for the Morgue. Samaritan incurred fees, costs and expenses (collectively "Fees") totaling Three Hundred Sixty -Eight Thousand, Thirty -Eight and 54/100 dollars ($368,038.54). E. After incurring these fees and costs for the Plans under Samaritan's direction, it was apparent they did not meet the County's feasibility requirement forcing the County to select a new location for its Morgue. F. The County disputes that it owes Samaritan $368,038.54 for Fees for the Plans. G. To avoid court costs, attorneys' fees, human resources, and the uncertainty with litigating this dispute, the Parties seek to resolve all matters related to this dispute and agree to terminate agreements relating to the use of the space in the Existing Hospital for the Morgue. AGREEMENT NOW, THEREFORE, for good and valuable consideration of the mutual promises and obligations contained in this Agreement, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Incorporation of Recitals. The recitals are necessary for a fiill comprehension and understanding of this Agreement. They are contractual in nature and are incorporated in this Agreement by reference. SETTLEMENT AND RELEASE AGREEMENT REGARDING THE MORGUE - 1- 2. Payment of Fees. County will, within thirty (30) days of the Effective Date, pay Samaritan One Hundred Eighty -Four Thousand, Nineteen and 27/100 dollars ($184,019.27). Interest shall accrue at the highest rate permitted by law if the payment is not made in a timely manner in accordance with this Section. 3. Termination of Use of Space in the Existing Hospital. The Parties mutually agree to terminate the County use of the space in the Existing Hospital for the Morgue, and any and all agreements relating thereto, as of March 7, 2026 (the "Termination Date"). The County shall vacate the premises in the Existing Hospital no later than the Termination Date. County shall bear all costs, expenses, and fees for removing all the County's fixtures and personal property owned by the County ("County Property") from said premises and restoring the premises to the same conditions as received, reasonable wear and tear excepted. The County shall reimburse Samaritan for any damage caused by the County beyond normal wear and tear of the premises that the County fails to repair. County shall ensure all hazardous waste and biohazardous waste from the Morgue is appropriately disposed of in accordance with all Federal, State and Local Laws. County shall continue to maintain public liability insurance or comparable coverage in a risk pool in the amount of One Million and No/100 Dollars ($1,000,000) until County completely vacates the premises. It is agreed that any proceeds of any insurance covering such damage or destruction shall be made available to Samaritan for such repair or replacement. 4. Release of Liability. Samaritan and County hereby release, acquit, and forever discharge all known or unknown, asserted or unasserted claims, demands, and rights of action against each other which arise out of, result from, or are in any way related to the Fees for the Plans and the County's use of the space in the Existing Hospital for the Morgue, and neither Party shall commence or maintain any legal, equitable, administrative, or other proceedings based upon any such claims, demands, or rights of action. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to release each Party from its obligations under this Agreement. 5. Time of the Essence. Each Party agrees that time is of the essence as to each term and provision of this Agreement. 6. Further Acts. The Parties shall perform any further acts which are necessary or desirable to effectuate the terms and conditions of this Agreement. 7. No Representations. In signing this Agreement, the Parties rely solely on their own individual judgment, belief, and knowledge, and the Parties have not been influenced SETTLEMENT AND RELEASE AGREEMENT REGARDING THE MORGUE - 2- to any extent whatsoever by any promises, covenants, representations, or statements other than those which are expressly set forth herein. 8. Governing Law; Venue. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Washington. Any dispute arising under, in connection with, or incident to this Agreement or about its interpretation will be resolved exclusively in Grant County, Washington or federal courts located in Washington State. Each Party irrevocably submits to those courts' venue and jurisdiction. 9. Remedies. In the event of a breach or threatened breach or intended breach of this Agreement by either Party, in addition to any other rights and remedies available to it at law or in equity, including specific performance, each Party shall be entitled to seek preliminary and final injunctive relief, enjoining and restraining such breach or threatened breach or intended breach. 10. Attorney Fees. In the event that (a) either party requires the services of an attorney in connection with enforcing the terms of this Agreement, or (b) suit is brought for the enforcement of this Agreement or the exercise of rights and remedies afforded by this Agreement or under law, then the substantially prevailing party shall be entitled to its attorneys' and paralegals' fees, expenses and court costs, including those relating to any appeal. 11. Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the matters referred to herein and there are no further agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof. 12. Severability. If any part of this Agreement is declared invalid by any court of competent jurisdiction, the invalidated part shall be amended to reflect the Parties' intentions in a valid manner. If the invalidated part cannot be so amended, it shall be deleted from this Agreement. In either event, those parts of this Agreement which have not been declared invalid shall continue in full force and effect. 13. No Modification Unless Written and Signed,. This Agreement shall not be modified unless both Parties sign a subsequent written document by authorized representatives which expressly modifies this Agreement. 14. Authority. The Parties represent, warrant, and agree that they have thoroughly read and understood the terms of this Agreement and have voluntarily entered into this Agreement to resolve any claims and disputes. Each Party signing this Agreement also represents, warrants, and agrees that they have full authority to enter into this Agreement, that they have the authority and permission to sign on behalf of the public body, entity, or individual, and that this Agreement shall be binding upon and is SETTLEMENT AND RELEASE AGREEMENT REGARDING THE MORGUE - 3- authorized by those with requisite authority, which authority has been provided for purposes of execution. 15. Voluntary Execution. In executing this Agreement, the parties acknowledge and agree that each party has consulted with, and has had (or has had the opportunity to have), the advice of counsel of licensed and competent attorneys, and that each Party has executed this Agreement after independent investigation, voluntarily, with adequate time to consider this Agreement and to comment on its provisions, and without duress or undue influence. 16. Rule of Construction. The Parties hereto acknowledge that the Parties and their respective counsel have each reviewed and revised this Agreement, and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits hereto. 17. Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts which, when taken together, shall constitute a single instrument. Signatures transmitted by email or electronic signatures affixed hereto through a nationally recognized electronic signature service provider such. as DocuSign, ShareFile, or DocVerify shall have the same effect as delivered original ink signatures. 18. Notices. All notices. and communications in connection with this Agreement shall be given in writing and shall,be transmitted by certified or registered mail, return receipt requested, with a copy by email, to the appropriate Party at the following addresses. If to Samaritan: Samaritan HealthCare Attn: Theresa Sullivan, CEO 801 East Wheeler Road Moses Lake, Washington 98837 If to County: Grant County Attn: Tom Gaines, Administrator 35 C Street NW Ephrata WA 98823 Any notice so transmitted shall be deemed effective on the date it is placed in the United States mail, postage prepaid. Either Party may, by written notice, designate a different address for purposes of this Agreement. If the deadline under this Agreement for delivery of a notice or performance of any obligation is a Saturday, Sunday, or federal or state legal holiday, such deadline will be deemed extended to the next following business day. 19. Effective Date. This Agreement will become effective as of the date it is fully executed by the Parties. SETTLEMENT AND RELEASE AGREEMENT REGARDING THE MORGUE - 4- Dated the 12t" of November, 2025. Grant County Public Hospital District No. 1 By: Print Name Theresa Sullivan To Samaritan 801 East Wheeler Road Moses Lal-e, Washington 98837 SETTLEMENT AND RELEASE AGREEMENT REGARDING THE MORGUE - 5- Dated theof 2025. EST: arba a J. Vasquez. of the Board Approved as to form: Trevor R. Bevier, WSBA #47989 Grant County Prosecutor's Office Civil Deputy Prosecuting Attorney Date: 2025 BOARD OF COUNTY COMMISSIONERS GRANT COUNTY, WASHINGTON Rob Jones, Ch it Cindy Carter, Vice -Chair Kevin Burgess, Member SETTLEMENT AND RELEASE AGREEMENT REGARDING THE MORGUE - 6- FG: 104041457.2