HomeMy WebLinkAboutResolution 2025-56, Master Gardener Foundation of Chelan CountyCity of East Wenatchee Resolution 2025-56 with Exhibit A Retain Resolution until no longer needed for City-business, then transfer to Washington State Archives (GS50-05A-16 Rev. 1)
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City of East Wenatchee, Washington
Resolution No. 2025-56
A Resolution of the City of East Wenatchee, Washington authorizing the Mayor
to execute an Agreement between the City of East Wenatchee and the Master
Gardener Foundation of Chelan County.
1.Alternate format.
a.Para leer este documento en un formato alternativo (español, Braille,
leer en voz alta, etc.), comuníquese con la administradora municipal al
alternateformat@eastwenatcheewa.gov, al (509) 884-9515 o al 711
(TTY).
b.To read this document in an alternate format (Spanish, Braille, read
aloud, etc.), please contact the City Clerk at
alternateformat@eastwenatcheewa.gov, at (509) 884-9515, or at 711 (TTY).
2.Authority.a.RCW 35A.11.020 and RCW 35A.12.190 authorize the City Council toorganize and regulate its internal affairs and to define the powers,functions and duties of its officers and employees.
THE CITY COUNCIL OF THE CITY OF EAST WENATCHEE DO RESOLVE AS FOLLOWS:
3.Authorization. The City Council authorizes the Mayor to execute anamended Agreement that conforms to the language set forth in Exhibit A.
4. Severability. If a court of competent jurisdiction declares any provision inthis resolution to be contrary to law, such declaration shall not affect thevalidity of the other provisions of this Resolution.
5.Effective Date. This Resolution becomes effective immediately.
City of East Wenatchee Resolution 2025-51 with Exhibit A Retain Resolution until no longer needed for City-business, then transfer to Washington State Archives (GS50-05A-16 Rev. 1)
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Passed by the City Council of East Wenatchee, at a regular meeting thereof on this 2nd day of December, 2025.
CITY OF EAST WENATCHEE, WASHINGTON
By Jerrilea Crawford, Mayor
ATTEST:
Anna Laura Leon, City Clerk
Approved as to form only:
Bob Siderius, City Attorney
Filed with the City Clerk:
Passed by the City Council:
Effective Date:
11-20-202512-02-202512-02-2025
Jerrilea Crawford (Dec 8, 2025 09:31:17 PST)
Jerrilea Crawford
Professional Service Agreement
The Master Gardener Foundation
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Professional Services Agreement
Between
The City of East Wenatchee
And
The Master Gardener Foundation of Chelan County
(UBI 602108461)
For Maintenance and Landscaping
of Japanese Garden
EXHIBIT A
1. Parties.
The Parties to this Professional Services Agreement (“Agreement”) are the City of East
Wenatchee and the Master Gardener Foundation of Chelan County (“Foundation”).
2. Duration of Agreement.
The initial term of this Agreement begins on January 1, 2022 and ends on December
31, 2025. Unless either party gives written notice of its intention not to renew at least
180 days before the initial term ends, this agreement extends for additional one–year
terms.
3. Either party may terminate this Agreement early.
Upon written notice, the City may terminate this Agreement with or without cause. If
the City terminates this Agreement without cause, it will pay the Foundation for
unpaid work already completed on a prorated basis to the termination date. Upon 30-
days written notice, the Foundation may terminate this Agreement with cause. The
written notice must specify the termination’s effective date and it must specify the
cause the Foundation is relying upon to justify termination. If the Agreement is
terminated early, the City will pay the Foundation any unpaid amounts due for all
work previously authorized and performed prior to termination.
3.1. If this Agreement is terminated, the Foundation agrees to cooperate reasonably
with any service provider retained by the City in making available information
developed as the result of work previously performed by The Foundation.
4. The Foundation will provide maintenance and landscaping services for
the City.
With respect to the Japanese Garden on Misawa Way in East Wenatchee, the Foundation
will provide the following services for the City in a timely, reliable, and cost-effective
manner:
4.1. Maintain plants bordered by the sidewalk and the walls of the garden;
4.2. Maintain shrubs;
4.3. Prune trees;
4.4. Maintain grasses and groundcovers;
4.5. Divide and remove when necessary;
4.6. Abate weeds;
4.7. Remove weeds;
4.8. Advise city of any sprinkler problems;
4.9. Advise city of any waterfall issues;
4.10. Advise city when debris needs haul away;
4.11. Advise city of any tree/shrub replacement needs;
4.12. Provide the City’s Public Works Department with a schedule for routine plant
maintenance.
4.11 If the Foundation uses City volunteers to help perform the services above, he will provide
the City Treasurer with a log of hours worked by the volunteers within three days of
service. The log must contain the volunteer’s name, address, date of service, and number
of hours volunteered.
4.12 Each year, attend a City Council meeting and present an annual report to the Council that
highlights the work done in the Garden and the educational opportunities provided by the
Foundation; and
4.13. Each year, have a Foundation representative meet with the Misawa delegation at the
Garden.
5. City’s responsibilities. The City agrees to perform the following services:
5.1. Removal of trash from cans throughout the year;
5.2. Removal of debris from garden maintenance;
5.3. Removal and replacement of trees (if necessary);
5.4. Maintenance of pagoda;
5.5. Maintenance of bridge
5.6. Maintenance of lighting;
5.7. Maintenance of donor sign;
5.8. Maintenance of mural;
5.9. Start up irrigation system;
5.10. Replace any malfunctioning sprinklers, valves, timers;
5.11. Blow out irrigation system at end of season;
5.12. Operate and maintain waterfall;
5.13. Maintain parking strip near garden;
5.14. Removal of any graffiti; and
5.15. Reimburse the Foundation up to $1,000 each year for the cost of mulch.
6. Compensation and Reporting.
6.1. Amount. In 2026 and in 2027, the City will pay the Foundation quarterly
installments of $2,500 ($10,000 a year) for performing services in paragraph
4. This amount is the full compensation for all work performed; for all services
rendered; and for all labor, materials, supplies, and equipment, and incidentals
necessary to complete the services in paragraph 4.
6.2. Corrections. The Foundation will correct any errors in the completed work.
The Foundation is not entitled to additional compensation for making the
required corrections.
6.3. Method of Payment. At the beginning of each calendar quarter, the
Foundation must submit an invoice for compensation. Payment from the City
shall be made no later than 30 days following receipt of each invoice.
6.4. Invoices. The Foundation must submit invoices to the following address: The
City of East Wenatchee, 271 Ninth St. N.E., East Wenatchee, WA 98802
Attention: Finance Department.
6.5. Taxes. The Foundation will pay all taxes related to payments received from the
City, including federal income taxes, self-employment (social security and
Medicaid) taxes and state business and occupation taxes. The City is not
responsible for withholding for or paying any tax owed by the Foundation.
6.6. Reports. The Foundation shall provide to City reports no less frequently than
monthly containing a detailed description of the work performed during the
prior month, the number of hours spent performing such work, and any
reimbursable costs and expenses incurred in performing the work.
7. Disputed work. If the City believes in good faith that some portion of work has not
been completed satisfactorily; the City may request that The Foundation correct the
work before the City pays a later invoice. The City must reasonably explain to the
Foundation its concern over the work and the remedy that the City expects from the
Foundation. The City may withhold from any payment otherwise due an amount that
is under dispute. Also, if the Foundation does not provide a sufficient remedy, the City
may retain the amount it costs the City to correct or remedy the work that the
Foundation did not properly complete.
8. Affirmative Representations by the Foundation.
The Foundation represents and warrants that:
8.1. It has the requisite training, skill and experience necessary to provide the services
identified in Paragraph 4.
8.2. It is appropriately accredited and licensed by all applicable agencies and
governmental entities.
8.3. It did not offer a gift, gratuity, loan, trip, favor, special discount, work, or
anything of economic value to any City employee or City official to obtain this
Agreement.
8.4. It will strictly adhere to the statutes and ordinances in contracting and
purchasing, including the City Ethics Code, RCW 42.23 (Code of Ethics for
Municipal Officers) and RCW 42.52 (Ethics in Public Service).
8.5. It does not have a business interest or close family relationship with any City
official or employee. No one employed by the Foundation has a business interest
or close family relationship with any City official or employee.
9. The City will monitor and evaluate the Foundation’s performance.
Subject to oversight by the Mayor or the Mayor’s designee, The Foundation may control
and direct the performance of the services identified in Paragraph 4. The City reserves
the right to inspect, review and approve the work done to assure that it has been
completed as specified, before any subsequent payment is made. The Foundation must
cooperate with and freely participate in any monitoring or evaluation activities
conducted by the City.
10. The Foundation is an independent contractor.
This Agreement creates an independent contractor relationship between the parties.
The Foundation and its employees or agents performing under this Agreement are not
employees or agents of the City. The Foundation will not hold itself out as or claim to be
an officer or employee of the City, nor will the Foundation make any claim of right,
privilege or benefits which would accrue to such officer or employee under law. The
Parties recognize that the Foundation may or will be performing professional services
during the term of this Agreement for other parties.
11. Indemnification.
To extent allowed by law, the Foundation agrees to indemnify and hold harmless the
City. The Foundation releases and must defend, indemnify and hold harmless the City,
its elected officials, officers, employees, agents and volunteers for any and all claims,
demands, losses, negligent acts or omissions, and liabilities (including costs and all
attorney's fees) to or by any and all persons and entities, including without limitation,
their respective agents, licensees, or representatives, arising from, resulting from, or
connected with this Agreement to the extent caused by the negligent acts, errors or
omissions of the Foundation, its partners, shareholders, agents, employees, or by the
Foundation's breach of this Agreement. To the maximum extent permitted by applicable
law, this must apply. However, this will not require the Foundation to indemnify the
City against any liability for damages arising out of bodily injury or property damages
caused by or resulting from negligence of the City. The City will protect, defend and
indemnify and save harmless the Foundation, its representatives and other employees
all costs, claims, judgments or awards of damages arising out of the negligent acts or
omissions of the City, its officers or employees. Further, with concurrent negligence of
the Foundation and the City each party will be required to indemnify the other only to
the extent of the negligence of the party.
12. Insurance
For insurance purposes, the Foundation must provide City with a Certificate of
Insurance before work begins showing the City listed as Additional Insured ISO form #
CG 20-10 or equivalent with minimum coverage limits of $1,000,000 per
occurrence/$3,000,000
aggregate. Insurance carrier must be an A+ rated carrier or better. The Foundation
must notify the city of any cancelations of insurance 45 days prior to canceling.
13. The Foundation agrees to comply with applicable federal and state laws.
The Foundation must comply with all federal, state, and local nondiscrimination laws,
regulations and policies. These laws include, but are not limited to: The U.S. Department
of Transportation’s policies against discrimination, Chapter 49.60 RCW, Title VI of the
Civil Rights Act of 1964; Section 109 of the Housing and Community Development Act
of 1974, Age Discrimination Act of 1975, Americans with Disabilities Act of 1990, Section
504 of the Rehabilitation Act of 1973 Executive Order 11246 of September 24, 1965, and
of the rules, regulations, and relevant orders of the Secretary of Labor, Section 3 of the
Housing and Community Development Act of 1968; Executive Orders 11625, 12432, and
12138.
13.1. If the Foundation fails to comply with any federal or state law, regulation or
policy, the City may withhold payments to the Foundation under the Agreement
until the Foundation complies or cancel, terminate, or suspend the Agreement, in
whole or in part.The City will give the Foundation 30 days to cure any
noncompliance.
14. Dispute Resolution.
The venue for any legal dispute regarding this Agreement is Douglas County Superior
Court.
provisions in which performance is a factor.
15.10. Personal Liability. The parties agree that no official, employee, or agent of
the City may be held liable or responsible for any breach of this Agreement.
15.11. Remedies Cumulative. The remedies provided for in this Agreement are
not exclusive but are cumulative with all other remedies available at law or in equity.
16. Washington law governs this Agreement.
The laws of the State of Washington govern the interpretation, construction, and
enforcement of this Agreement.
17. Severability.
If a competent court of law determines any section or portion of this Agreement to be
unlawful, such determination may not affect the remaining terms and conditions of the
Agreement.
18. Survivability.
The obligation of the Foundation under all provisions of this Agreement, which may
reasonably be interpreted or construed as surviving the completion, termination, or
cancellation of this Agreement, may survive the completion, termination, or
cancellation of this Agreement.
City of East Wenatchee Master Gardener Foundation of Chelan County
______________________ _______________________
Jerrilea Crawford, Mayor Dana Cook, President
Date: ________________ Date: ________________
ATTEST:
________________
Laura Leon, City Clerk