HomeMy WebLinkAboutWashington State University - MOA Dahlia Park Master Gardener Demonstration Garden 9
REID:
WSU Contract#
MEMORANDUM OF AGREEMENT
FOR A DEMONSTRATION GARDEN
I. INTRODUCTION
This Memorandum of Agreement ("MOA") is entered into and made effective this 30th day of
July, 2019 between Washington State University, an institution of higher education and agency of
the State of Washington ("WSU"), by and through its Jefferson County Extension Unit ("WSU
EXTENSION"),and City of Port Townsend,Port Townsend,WA("LANDOWNER"). The above
entities are individually referred to as a"PARTY" and collectively referred to as the "PARTIES".
II. PURPOSE
This MOA sets forth the guidelines for the PARTIES' operation of Dahlia Park Demonstration
Garden(the "DEMONSTRATION GARDEN") on property owned by LANDOWNER, as further
described in Section V herein.
IIl. GUIDING PRINCIPLES
All PARTIES agree to follow the concepts and principles set forth in Exhibit A attached hereto
and incorporated herein, which were jointly prepared by the WSU Master Gardeners and
LANDOWNER.
IV. 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 of the LANDOWNER's Dahlia Park
facility.
V. LOCATION
The DEMONSTRATION GARDEN, located on property owned by the LANDOWNER, is
approximately 0.13 acres in size and is located partially within Assessor Tax Parel 948303208 and
partially within the Sims Way right-of-way, shown in Exhibit B (the "PREMISES"). The
PARTIES agree that the location and identification specifications for the PREMISES are an
accurate identification of the DEMONSTRATION GARDEN.
VI. DURATION AND TERMINATION
This MOA shall take effect on the date and year first written above, and it shall remain in effect
until terminated by either PARTY. Either PARTY may terminate this MOA upon not less than
ninety (90) days prior written notice to the other PARTY. The PARTIES agree that the
DEMONSTRATION GARDEN shall continue to be operated under the terms of this MOA so
long as the following basic criteria are met:
A. The WSU Master Gardener Program and LANDOWNER promote and enact WSU
EXTENSION educational goals on the PREMISES;
B. The WSU Master Gardeners maintain the DEMONSTRATION GARDEN so that it
presents a positive public image;
C. The LANDOWNER continues to own the land; and
D. No PARTY to this MOA terminates it as provided above.
VII. AMENDMENTS
This MOA may be amended or supplemented by mutual consent of the PARTIES. Such
amendments or supplements shall not be binding unless they are in writing and signed by personnel
authorized to bind each of the PARTIES.
VIII. PROVISION OF LAND
In further consideration for the services the WSU Master Gardener Program will provide to
manage the DEMONSTRATION GARDEN, the LANDOWNER shall provide WSU
EXTENSION the use of the PREMISES described in Paragraph V herein for the
DEMONSTRATION GARDEN at no cost to WSU. In consideration for the use of the
PREMISES, WSU Master Gardener Program shall organize and promote educational use and
enjoyment of the DEMONSTRATION GARDEN in the best interests of the general public, and
consistent with the LANDOWNER's and WSU's missions.
IX. PROVISION OF UTILITIES
In further consideration for the services the WSU Master Gardener Program will provide to
manage the DEMONSTRATION GARDEN, the LANDOWNER shall provide and pay the cost
for a sufficient, year round supply of water for the DEMONSTRATION GARDEN. The water
shall use the existing connections to the water supplies at the PREMISES. If those connections
must be modified to provide reasonably adequate service lo the DEMONSTRATION GARDEN,
the cost and plan for such modifications to water lines will be the responsibility of the
LANDOWNER. The LANDOWNER shall maintain and pay the cost of public road access to the
DEMONSTRATION GARDEN and the parking lots currently surrounding it.
X. RESTROOM FACILITIES
No restroom facilities are provided on the PREMISES.
XI. STRUCTURES
Plans for all new structures and for modification of existing structures on the PREMISES must be
presented to representatives of LANDOWNER for approval. All PARTIES must approve the plan
before modification or construction of the structure can commence. For the purpose of this
MOA For Demonstration Garden-Page 2 of 7
subsection, "structures" shall include signage and gates or other modification to the PREMISES.
The LANDOWNER will install appropriate and clearly visible signage. The final decision on any
structural improvements will be made by the PARTIES in a separately negotiated amendment to
this MOA as needed, such amendment to include at a minimum the costs to be borne by each
PARTY for construction of the improvements and who shall own the improvements.
XII. MAINTENANCE OF GARDEN
The WSU Master Gardeners will develop and maintain the DEMONSTRATION GARDEN in a
manner acceptable to WSU, and the LANDOWNER. The PARTIES agree that before other public
service or educational groups may build demonstration sites at the DEMONSTRATION
GARDEN, all PARTIES shall review and approve the proposals on a case-by-case basis. The
DEMONSTRATION GARDEN shall at all times be maintained in a manner that makes it
reasonably safe for the public, visitors, volunteers, and employees. The PARTIES jointly shall
make the final determination of whether the DEMONSTRATION GARDEN is adequately
maintained. WSU Master Gardener volunteers shall not utilize or operate any LANDOWNER
equipment to care and/or maintain the DEMONSTRATION GARDEN.
XIII. INDEPENDENT CAPACITY
The employees or agents of each PARTY who are engaged in the performance of this MOA shall
continue to be the employees or agents of that PARTY and shall not be considered for any purpose
to be employees or agents of the other PARTY.
XIV. DISPUTES
Disputes regarding the development and/or maintenance of the DEMONSTRATION GARDEN
under this MOA shall be brought to the attention of the City Manager for the LANDOWNER, the
WSU Extension Director and/or Master Gardener Coordinator for the WSU EXTENSION, and
WSU EXTENSION's representative designated for this purpose for resolution. Failure to reach a
resolution within thirty (30) days shall require the PARTIES to seek mediation. Failure of
mediation within sixty (60) days thereafter shall automatically terminate this MOA.
XV. RECORDS MAINTENANCE
The PARTIES to this MOA 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 MOA 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.
MOA For Demonstration Garden-Page 3 of 7
XVI. COMPLIANCE WITH LAWS
All PARTIES shall comply with all federal, state and local laws, rules, and regulations in carrying
out this MOA. All PARTIES agree that there will be no discrimination in the performance of this
Agreement on the basis of race, religion, creed, color, national origin, families with children, sex,
marital status, sexual orientation (including gender identity), age, genetic history, honorably
discharged veteran or military status, the presence of any sensory, mental, or physical disability,
or the use of a trained dog guide or service animal by a person with a disability.
XVII. INSURANCE AND INDEMNIFICATION
The employees and agents of each of the PARTIES to this Agreement(WSU,WSU EXTENSION,
or CITY) who are engaged in the performance of this Agreement shall continue to 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 MOA shall be responsible only for its own acts and
omissions and those of its own officers, employees, and agents. The PARTIES to this MOA shall
not be responsible for the acts and omissions of entities or persons not party to this MOA.
Should a court of competent jurisdiction determine that this MOA 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 PARITES, the PARTIES
liability hereunder shall be only to the extent of each PARTY's negligence. The provisions of this
section shall survive the expiration or termination of this MOA.
Notwithstanding the above, and to the extent permitted by Washington law, WSU EXTENSION
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, for any loss of or damage to property and for injuries to or deaths of
persons, arising or resulting directly or indirectly from WSU EXTENSION's use of the
PREMISES, or arising or resulting directly or indirectly from any of WSU EXTENSION's
operations or activities conducted thereon, or from the performance of any of its obligations under
this MOA, except for injuries and damages caused by the sole negligence or willful misconduct of
the CITY.
WSU is self-insured through the Washington State Self Insurance Liability Program (RCW
43.19.766 et seq.). Successful claims to pay legal liabilities and defense costs of the State resulting
from tortious conduct of WSU and its employees, officers, agents, and registered volunteers in the
performance of their official duties in good faith will be paid from the tort claims liability account
as provided in the Tort Claims Act(RCW 4.92 et seq.). Coverage includes limits of Five Million
Dollars ($5,000,000) per occurrence for bodily injury, property damage, and personal injury. An
evidence of coverage is attached demonstrating such coverage.
MOA For Demonstration Garden-Page 4 of 7
XVII. AGREEMENT APPROVAL
Each PARTY represents and warrants that all necessary approvals for this MOA have been
obtained and the persons whose signatures appear below have the authority necessary to execute
this MOA on behalf of the PARTIES indicated.
APPROVED:
WASHINGTON STATE UNIVERSITY
Recommended By:
[Name] [Name]
[Title] [Title]
Appro e By:
'I'A4
Ryan 1--vGoodell
Executive Director, Contracts and Real Estate Office
CITY OF PORT TOWNSENU
c awl IN
[Name] ,/`+6y-a a c�t=i„i ; BEd eiG��iSEY
[Title] C,-t
MOA For Demonstration Garden-Page 5 of 7
EXHIBIT A
[This is where specifics are listed—what type of gardens will be planted, the layout, maintenance
requirements,public classes, access/hours, any insurance requirements, etc.]
1. The DEMONSTRATION GARDEN displays an array of ornamental plants that grow well in
Jefferson County's costal environment, are deer resistant, and illustrates the fundamentals
of garden design.
2. The DEMONSTRATION GARDEN maintenance is provided by WSU EXTENSION Master
Gardeners. Master Gardeners work in the garden between 1 —8 times a month depending
on the season.
3. The DEMONSTRATION GARDEN is open twenty-four hours. Classes are held periodically
throughout the year
MOA For Demonstration Garden-Page 6 of 7
EXHIBIT B
Illustration of Premises
10th St.
Dahlia Park Demonstration Gardens:
4-T-v
W-
e
MOA For Demonstration Garden-Page 7 of 7