HomeMy WebLinkAboutWashington State University - Master Gardener Park ORIGINAL WSU Contract No. 1 1 l "5c"
AGREEMENT
For Establishing and Maintaining the
Port Townsend Sims Way Master Gardener Demonstration Garden
1.1 PARTIES
This Agreement is entered into between Washington State University(WSU), specifically the
Jefferson County Extension Program of Washington State University(WSU), and the Master
Gardeners Foundation of Jefferson County, a 501(c) (3)non-profit corporation
(FOUNDATION), and the City of Port Townsend, a municipal corporation(CITY). The above
entities are collectively referred to as the PARTIES.
1.2 BACKGROUND
A. WSU's Master Gardener Program and FOUNDATION, with CITY permission, has
engaged in certain activities, including planting a dahlia garden, on certain CITY
property located adjacent to Sims Way,with Assessor Tax Parcel number 948303208
(herein, the "Property").
B. WSU's Master Gardener Program and FOUNDATION desires to engage in additional
improvements and activities on the Property, subject to the terms set forth in this
Agreement.
C. CITY determines that the additional improvements and activities on the Property
proposed by WSU's Master Gardener Program and FOUNDATION provides substantial
public benefit to the CITY and citizens of the CITY by beautifying Sims Way and the
access to the downtown commercial districts, and desires to allow the WSU's Master
Gardener Program and FOUNDATION to perform the improvements and activities on
the Property, as set forth in this Agreement, and subject to the terms of this Agreement.
D. CITY, WSU and FOUNDATION desire to enter into this Agreement to set forth their
agreements and understandings with respect to the subject matter of this Agreement.
E. All members of the FOUNDATION are WSU volunteers serving as Master Gardener
volunteers in Jefferson County. The mission of the FOUNDATION is to support the
WSU Master Gardener program, as clearly outlined in its by-laws. While the
FOUNDATION is a separate legal and financial organization, its members are all active
WSU Master Gardener volunteers serving WSU.
1.3 PURPOSE
This AGREEMENT establishes agreements and guidelines for the WSU's Master Gardener
Program and FOUNDATION'S operation of a Demonstration Garden on land owned by CITY.
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Agreement for Establishing and Maintaining the
Sims Way Master Gardener Demonstration Garden
1.4 GUIDING PRINCIPLES
WSU's Master Gardener Program and FOUNDATION agree to follow pro'ssional standards in
all respects in the construction and maintenance of the Demonstration Garden.
1.5 MISSION
In furtherance of WSU's educational mission,the Demonstration Garden is intended to:
a. Demonstrate environmentally sound gardening techniques based on WSU research;
b. Provide hands-on experience for WSU Master Gardener volunteers;
c. Educate the public, including youth, in science-based horticulture and related topics; and
d. Provide a focal point for public use and enjoyment.
1.6 LOCATION
The Demonstration Garden is located on land owned by CITY with Assessor Tax Parcel number
948-303-208 (herein, the "Property"), and is generally depicted on Exhibit A.
1.7 DURATION AND TERMINATION
1.7.1 This AGREEMENT shall take effect when authorized representatives of all parties have
signed and shall remain in effect until terminated by one or all of the parties as provided by this
Agreement. Unless terminated as provided in this Agreement,the initial terms shall be through
December 31, 2015, and shall continue for successive ten-year renewals on the same terms of
this Agreement.
1.7.2 After the initial ten year term, any PARTY may terminate this Agreement for any reason
or no reason by giving at least one (1) years written notice of termination.
1.7.3 In addition, at any time, CITY may terminate following at least 90 days notice to WSU's
Master Gardener Program and FOUNDATION of the City Council's intent to consider the
termination of this Agreement,that the Property is needed for public improvements, or the
existence of the improvements and activities on the Property by Grantor constitutes a safety
hazard. The notice period may be reduced in the event the CITY determines an imminent safety
hazard exists. Before making any decision,the CITY will carefully consider any information
from WSU's Master Gardener Program and FOUNDATION concerning a proposed termination.
The final decision with respect to whether to terminate the Agreement based on public welfare
and/or safety is within the CITY's exclusive authority to make, and the CITY is not giving up
any authority by this Agreement to make decisions it determines are appropriate based on the
public welfare and/or safety.
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Agreement for Establishing and Maintaining the
Sims Way Master Gardener Demonstration Garden
1.7.4 In addition, at any time, WSU reserves the right to terminate this Agreement for its
convenience. Such termination shall only be effective upon WSU giving six months notice to
CITY and FOUNDATION.
1.7.5 In addition, the Agreement is subject to immediate revocation in the event of a violation
of any of the terms and conditions of this Agreement.
1.7.6 In addition, if any of the following are not met, this Agreement terminates:
a. The WSU Master Gardener Program and the FOUNDATION no longer promote
and enact WSU Cooperative Extension educational goals on this site;
b. The WSU Master Gardeners no longer maintains the Demonstration Garden so
that it presents a positive public image;
c. CITY no longer owns the land.
1.8 AMENDMENTS
This AGREEMENT may be amended or supplemented by mutual consent of the PARTIES.
Such amendment or supplement shall not be binding unless they are in writing and signed by
personnel authorized to bind each of the PARTIES.
2.1 PROVISION OF LAND
In further consideration for the services the WSU's Master Gardener Program and
FOUNDATION will provide to manage the Demonstration Garden, CITY shall provide the
WSU's Master Gardener Program and FOUNDATION the use of the real property described in
Paragraph 1.6 for the Demonstration Garden. In consideration for the use of the real property,
the WSU's Master Gardener Program and FOUNDATION shall organize and promote
educational use and enjoyment of the Demonstration Garden on that real property in the best
interests of the general public, and consistent with the FOUNDATION's and WSU's missions.
2.2 PROVISION OF UTILITIES
In further consideration for the services the WSU's Master Gardener Program and
FOUNDATION will provide for the management of the Demonstration Garden CITY shall
provide and pay the cost for a year round supply of water for the Demonstration Garden. The
water shall use the existing connections to the water, or as modified by the CITY at its expense.
2.3 MAINTENANCE OF GARDEN
The WSU's Master Gardener Program and FOUNDATION, through the Jefferson County
Master Gardener volunteers, will develop and maintain the Demonstration Garden in a manner
shown on Exhibit A within six months of the date of this Agreement, and maintain the same for
the term of the Agreement. The WSU's Master Gardener Program and FOUNDATION shall
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Agreement for Establishing and Maintaining the
Sims Way Master Gardener Demonstration Garden
provide all routine maintenance. FOUNDATION shall pay the costs for all routine maintenance,
with the exception of water as provided in 2.2 above. The Demonstration Garden shall at all
times be maintained in a manner that makes it reasonably safe for the public, visitors, volunteers,
and employees. CITY shall make the final determination of whether the Demonstration Garden
is adequately maintained.
2.4 DISPUTES
2.4.1 Disputes between FOUNDATION and WSU. The MASTER AGREEMENT will govern
disputes between FOUNDATION and WSU arising under this AGREEMENT. Prior to
implementing the procedures of the MASTER AGREEMENT, disputes regarding the
development and/or maintenance of the Demonstration Garden shall be brought to the attention
of the FOUNDATION President, the WSU Master Gardener Coordinator, and WSU
representative designated for this purpose. If this fails to resolve the dispute within a reasonable
time, not to exceed 60 days, the dispute resolution process in the MASTER AGREEMENT will
be initiated.
2.4.2 Disputes between FOUNDATION and CITY.. If a dispute arises involving the
FOUNDATION and CITY, then FOUNDATION and CITY will first attempt informal dispute
resolution with the City Manager and the President of the FOUNDATION. If the dispute cannot
be resolved informally, then the parties will arbitrate the dispute with each side selecting an
arbitrator, and the two arbitrators selecting a third. The arbitrators shall not have the ability to
amend this Agreement. The decision of the arbitrators shall be final and binding.
2.4.3 Disputes between CITY and WSU. If a dispute arises involving WSU and CITY, then
WSU and CITY will first attempt informal dispute resolution with the City Manager and the
WSU representative designated for this purpose. If the dispute cannot be resolved informally,
then the parties will arbitrate the dispute with each side selecting an arbitrator, and the two
arbitrators selecting a third. The arbitrators shall not have the ability to amend this Agreement.
The decision of the arbitrators shall be final and binding.
2.5 RECORDS MAINTENANCE
The parties to this agreement shall each maintain books, records, documents, and other evidence
that sufficiently and properly reflect all direct and indirect costs expended by any party in the
performance of the services described herein. These records shall be subject to inspection,
review, or audit by personnel of all parties, other personnel duly authorized by any of the parties,
the Office of the State Auditor, and federal officials so authorized by law. All records relevant to
this Agreement shall be retained for six (6) years after expiration and all parties mentioned above
shall have full access and the right to examine any of these materials during this period.
2.6 INDEPENDENT CAPACITY• HOLD HARMLESS AND INDEMNITY•
INSURANCE
2.6.1 The employees and agents of each of the parties to this Agreement(WSU,
FOUNDATION.or CITY)who are engaged in the performance of this Agreement shall continue to
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Agreement for Establishing and Maintaining the
Sims Way Master Gardener Demonstration Garden
be employees or agents of that party and shall not be considered for any purpose to be employees or
agents of the other party. Each party to this agreement shall be responsible only for its own acts and
omissions and those of its own officers, employees, and agents. The parties to this agreement shall
not be responsible for the acts and omissions of entities or persons not party to this agreement.
2.6.2 Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the parties,the
party's liability hereunder shall be only to the extent of the party's negligence. The provisions of
this section shall survive the expiration or termination of this Agreement.
2.6.3 Notwithstanding the above, FOUNDATION shall defend, indemnify and hold harmless
the CITY, its volunteers, officers, officials, agents and employees from and against any and all
liability, claim, cost, damages, injuries or expense of whatsoever kind or nature, including
attorney's fees, for any loss of or damage to property and for injuries to or deaths of persons,
arising or resulting directly or indirectly from the use of the Property, or arising or resulting
directly or indirectly from any operations or activities conducted thereon, or from the
performance of any of its obligations under this Agreement, except for injuries and damages
caused by the sole negligence of the CITY.
2.6.4 FOUNDATION shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with the undertakings in this Agreement by FOUNDATION, its agents,
representatives, employees or subcontractors.
2.6.5 FOUNDATION shall provide a Certificate of Insurance evidencing:
Commercial General Liability insurance written on an occurrence basis with limits no less than
$1,000,000 combined single limit per occurrence and$1,000,000 aggregate for personal injury,
bodily injury and property damage. Coverage shall include but not be limited to: blanket
contractual; products/completed operations; broad form property damage; explosion, collapse
and underground(XCU) if applicable; and employer's liability.
Any payment of deductible or self-insured retention shall be the sole responsibility of the
FOUNDATION.
The CITY shall be named as an additional insured on the insurance policy, as respects
FOUNDATION'S undertakings in this Agreement. A copy of the endorsement naming the
CITY as additional insured shall be attached to the Certificate of Insurance.
FOUNDATION'S insurance shall be primary insurance as respect the CITY and the CITY shall
be given thirty days prior written notice of any cancellation, suspension or material change in
coverage.
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Agreement for Establishing and Maintaining the
Sims Way Master Gardener Demonstration Garden
2.7 NO INTEREST OR ESTATE
WSU's Master Gardener Program and FOUNDATION expressly agree that they do not and shall
not claim at any time any interest or estate of any kind or extent whatsoever in the Property of
the CITY by virtue of the rights granted under this Agreement, or by its occupancy or use under
this Agreement.
2.8 NO PARTNERSHIP
It is understood and agreed that nothing contained in this Agreement shall be considered as in
any way constituting a partnership between the CITY and FOUNDATION or between CITY and
WSU.
2.9 ASSIGNMENT OR DELEGATION
WSU's Master Gardener Program and FOUNDATION shall not assign any of their rights or
interest in this Agreement nor delegate any of their duties hereunder to any other person, firm or
entity without the express written consent of the CITY first being obtained. The CITY may grant
or withhold such consent in its sole subjective discretion.
3.1 COMPLIANCE WITH LAWS
All parties shall comply with all federal, state and local laws, rules, and regulations in carrying
out this Agreement.
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Agreement for Establishing and Maintaining the
Sims Way Master Gardener Demonstration Garden
3.2 AGREEMENT APPROVAL
Each party represents and warrants that all necessary approvals for this agreement have been
obtained and the persons whose signatures appear below have the authority necessary to execute
this agreement on behalf of the parties indicated.
FOR WASHINGTON STATE FOR MASTER GARDENERS
UNIVERSITY FOUNDATION OF JEFFERSON
COUNTY
WSU ,
Name. Richard A.Heath Name:
Title: Associate Vice President Title:
Date: Washington State University Date: s2e� �./ •�®C�J
WSU/JEFFERSON RSON COUNTY COOPERATIVE EXTENSION
Name: eh,
Title:
Date: a/ eta""5
- ROVE SAS TO FORM
erry Go don
Assistant fA�tttoor ey General
Date: II 0 5'
CITY tF PO TOWNS APPROVED AS TO FORM
By By
David Timmoifs, City Manager John Watts, City Attorney
181 Quincy Street, Suite 201
Port Townsend, WA 98368
360/379-5047 (phone)
360/385-4290 (fax)
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Agreement for Establishing and Maintaining the
Sims Way Master Gardener Demonstration Garden
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Po Box 1146
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Mr. David Timmons,
SAN 1 2 2005
City Manager
181 Quincy Street
Suite 201 j-
Port Townsend, WA 98368 ""'" �-------�
Dear Mr: Timmons:
The Master Gardener Foundation of Jefferson County has been maintaining the Dahlia Garden
on Sims Way, in front of Macadoos, for several years. Recently, members have voiced strong
support for renovating that garden so it has more year round interest and will be easier to
maintain. Our design team has drafted a detailed plan that, when executed, will add much to the
color and drama along Sims Way. We would like the blessings of the City of Port Townsend
before we initiate activity at the site.
The Master Gardener Foundation does not require any financial assistance from the City of Port
Townsend as we plan on getting donations for plants and hardscaping materials from the
community and businesses. However, we would like to bring the irrigation system up to code and
would need some assistance connecting to the present water main. We believe we can handle.the
majority of finances for the irrigation backflow system and miscellaneous parts. We would like to
work with the City in making this connection and then protecting the valve manifold.
Would you please direct us to the appropriate City officials who can put their approval on our
plans and coordinate the installation of the irrigation system? We are anxious to begin work on
this project in February. You may call either myself at 437-8049 or Paul Becker at 437-9085.
We appreciate any help you can give us.
Sincerely,
Judith Johns
Project Manager
COOPERATNE EXTENSION 3'"01C.SUT=4+svfss'�
WASHINGTON STATE Cooperative Extension programs and policies are consistent with federal and state laws and regulations on
IVFRSIIY nondiscrimination regarding race.color.gender.national origin,religion,age.disabilih.and sews!orientation. c rim
Evidence of noncompliance may be reported through your local Cooperative Extension office-
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