HomeMy WebLinkAboutAGR-7181 - CALIFORNIA URBAN FORESTS COUNCIL- WEST COAST ARBORISTS INC - MOU FOR CIRCLE 4 - AMPLIFY TO PLANT TREES AND TEACH URBAN FORESTRY TO THE COMMUNITY4 iR-'7lg 1
MEMORANDUM OF UNDERSTANDING
The following Memorandum of Understanding ("MOU") is among the California Urban
Forests Council ("CaUFC"), West Coast Arborists, Inc. ("WCA, Inc.") and the City of Orange
City"),regarding CIRCLE 4—AMPLIFY the Urban Forest("CIRCLE 4")project. For reference
purposes, the CaUFC, WCA, Inc., and City shall be referred to individually as a "Party" and
collectively as the "Parties." This MOU shall become effective on the last date signed by the
Parties.
CIRCLE 4
The CIRCLE 4 project is an Invest From the Ground Up Campaign under the CaUFC.The
CaUFC has partnered with WCA, Inc. and cities throughout California to improve the urban
forests.,CIRCLE 4 is funded through CAL FIRE's Urban Forest and Community Grant Program.
CIRCLE 4 will plant trees and deliver a full program on urban forestry to the community.
Interested Parties
The CaUFC, CaUFC's partners, WCA, Inc., and the City agree to work cooperatively on
the CIRCLE 4•project and the associated deliverables to honor the CaUFC contract agreement
with the California Department of Forestry and Fire Protection (CAL FIRE). WCA, Inc. is
contracted by CaUFC for completion of the CIRCLE 4 project and is responsible for program
management and tree removal activities.
For purposes of this MOU,there are three maj or contributors to this process:Nancy Hughes
representing CaUFC, David Pineda representing WCA, Inc., and Bonnie Hagan, representing the
City.
I)uties and Responsibilities
CaUFC,the CaUFC's partners, WCA Inc., and the City pledge to work together in a spirit
of cooperation to complete the work.
All Parties shall comply with all relevant laws and regulations regarding documentation,
reporting, use, etc. of any state funds in accordance with applicable state law and furnish
administrative assistance services including but not limited to:
1. Adherence to the approved scope of work,below, and set out in the assigned project.
2. Retention of all records for three (3) years after the end of the contract term. This
requirement applies to fiscal records, reports, and partner information. If additional
information is requested, the City agrees to make all records relating to the contract
available upon request by CaUFC.
Decision Makin
Decisions regarding implementation of the CIRCLE 4 project within the City of Orange
will be made by consensus of all Parties when there are proposed changes to the scope of work.
Decision-making will be done jointly and in a spirit of cooperation.All decisions that are proposed
and/or change the scope of work(verbal,written, or implied)must be agreed upon and authorized
in writing by all Parties prior to commencing with the additional work: Otherwise, work can
proceed as agreed upon for each party in the scope of work.
Termination
In no event will this MOU be terminated with less than 30 days' written notice to the other
parties. Any party may terminate this MOU at any time with cause, by giving the other parties
thirty (30) days' written notice to terminate. This MOU supersedes all previous agreements
pertaining to the sulij ect matter of this MOU whether such previous agreement was written or oral.
Scone of Work
The scope of work describes the agreed-upon project activities. The scope of work for the
CIRCLE 4 project is set forth as follows:
1. CaUFC will provide the City approximately 65, 15-gallon trees which will include
stock and labor to ensure proper installation by volunteers and WCA, Inc.
2. The City will provide the GPS locations and tree species for all trees to be planted for
this grant by January 1, 2022. The City will provide support for DigAlert delineation.
3. The City will select species from a predetermined list provided by WCA, Inc. The City
agrees to incorporate underutilized, climate appropriate species. The list will be
provided by May of 2021.
4. The City will aid the CaUFC and WCA, Inc. to host a tree planting event March 12,
2022 to coincide with the statewide effort to plant 2,000 trees in one day.
5. CaiJFC, WCA, Inc., the City, and a local community group will join efforts to engage
and deliver an educational tree workshop and tree planting event to the community and
other local interested volunteers.
6. The City agrees to promote the tree workshop and tree planting event through existing
City resources, including social media accounts.
7. The City will provide event logistic support, including pre-digging holes, staging trees
day of event, and water resources day of tree planting. All associated costs are paid by
the City.
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8. The City agrees to provide tree care through incorporating new trees in management
and maintenance plan activities,this includes protection from vandalism.This includes
watering newly planted trees as soon as they are installed. All associated costs are paid
by the City.
9. The City will provide a facility suitable for a community workshop session regarding
trees and urban forestry in the weeks prior to the tree planting event.Programming will
be provided by WCA, Inc.
10. The City is responsible for procuring a sign and installing the sign for the duration of
the grant. A California Climate Investments and CAL FIRE approved template will be
provided by WCA, Inc.
11. WCA, Inc. will conduct post-plant monitoring to ensure the trees establish properly.
This includes a structural prune one year after planting:The City is expected to respond
to the recommendations made from the monitoring, in order to improve the trees'
health.
12. CaUFC will provide funding for a limited amount of tree replacements for dead trees.
If mortality is greater than what can be replaced by CaUFC grant funds, the City.shall
replace the dead trees at its own expense within the grant period.
13. The City will report trackable match time and hours to WCA, Inc. as necessary. There
is no minimum requirement for match time and hours.
Timeline
The grant period is from August 2020 to March 2024. All parties agree that the CIRCLE 4
project will be completed by March 31, 2024,though periodic benchmarks may be set through the
scope of work to support on-time project completion.
Relationship of Parties
Each Party acknowledges and agrees that it is an independent entity from, and not an
employee or agent of, any other Party of this MOU.
Volunteer Indemnification
All volunteers shall sign the program's volunteer liability waiver prior to participating in
any events associated with the Project.
Indemnification of Parties
To the full extent permitted by law, each Party agrees to indemnify, defend and hold
harmless each other Party, and their officers, employees and officials from and against any and all
actions, (judicial, administrative,arbitration or regulatory)claims or demands,damages to persons
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or property, losses, costs,penalties, obligations, errors, omissions or liabilities, including attorney
fees and costs incurred in defense thereof, that may be asserted or claimed by any person, firm or
entity, arising out of or in connection with any negligent act or omission or willful misconduct
during the course of its participation in the CIRCLE 4 Project.
Assumption of Risk
CaUFC and WCA, Inc. assumes no liability or responsibility for any personal property of
the City or of its staff,volunteers,instructors,employees,contractors,consultants,guests,invitees,
and agents brought to assist with the CIRCLE 4 project, during the term of this MOU. The City
assumes no liability or responsibility for any personal property related to the CaUFC and WCA,
Inc., or of their staff, volunteers, instructors, employees, contractors, consultants, guests, invitees,
and agents brought to assist with the CIIZCLE 4 project, during the term of this MOU. CaUFC
certifies that it has reviewed and agreed to the terms of this MOU.
Insurance
Prior to undertaking performance of work under this MOU,WCA, Inc., shall maintain and
shall require its subcontractors, if any,to obtain and maintain insurance as described below:
WCA, Inc. shall always maintain, where required by law, workers' compensation
insurance, and shall hold the City, and does hereby hold the City, free and harmless from
all liability which may arise by reason of injury to any employee of the WCA, Inc. during
performing any work or labor under this MOU.
Miscellaneous Terms
A. Severability. If any term or portion of this MOU is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction,the remaining provisions
of this MOU shall continue in full force and effect.
B. Governing Law; Venue. The laws of the State of California shall govern this MOU
without regard to principles of conflicts of laws. Any action to enforce or interpret this
MOU shall be filed in Orange County, California.
C. Integration; Amendments. This MOU represents the entire and integrated MOU
between CaUFC,WCA,Inc. and the City with respect to the subject matter hereof, and
supersedes all prior negotiations, representations, or agreements, either written or oral
with respect thereto. This MOU may be modified or amended only by a subsequent
written agreement signed by both Parties.
D. Attorneys' Fees. If a party to this MOU brings any action, including an action for
declaratory relief, to enforce or interpret the provisions of this MOU, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to
which such party may be entitled.
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Wai er. N, ai er :>i aa i r,cil ul «n; u•,cuaut vr }aruri i n i thts 1'H.l; shall bc
decmecl a waivcr of'any oth r c enxiit r pcuvi5iun hzre f. and no w a ver shall he
valid unless in tiritinb anci exe uteil i v tl e wai-in pany. Ari extcn,i m uf time for
pert-rnanr ut'any ubligation or act hall not be deemcd an cxtens on of ti e time for
perfarmance of ai y c thcr c blis ation c r act. and nu extension shaU be valid unless in
w•riting and executed b}' II1C 481 1I1a party.
F. 1 u Third-P rty$eneliciaries.Nuthin,c:untained in this '10U is intended t or shall be
deemed to ci ifer upon any per,on. ther han the Parties. any riohts, or remedies
her uncler.
Assignment. No assi nment, :;ubletti, or transfcr n whole or in part of this h1()l'
shall he made or shall be etie uve +ithuut thc: pric»- «-ritten consent f th C'a;Ft`,
CA, lnc. and the(i[.
H Non-I_.iabilit ,i OJfi ials. Empl«yccs r nd A ents. Ar ufficer, ofticial. empl yea ur
agant c f CaUFC and WC.A, lnc sha{1 be personall} liable to the Cit} in the event ut
any dethult c r breaeh by t'aUFC or 'CA, l ic. r lor any amount vhich may become
due t the City pursuant t this V10U.
1. Autht rity. The undersizn d expressh rej r aents that hc;ur shc i. authurize l tu execute
ttvs 1 90C1 n behalf oftli City and tl at it meets each<jf the requiraments .et lorth iii
the Mt)l:, including bui nut limitecl tt the insurance and wurkrrs mperlsati m
rcyuireuientti.
t'r tl7c•'rr rilcrryr rec u re c tu[lris At t torc nchrr r ul'C.`rde+.lun lirt,.
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Nancy I-luglic` Rick(ltt>Andres R uez
Executi e Director C'itv hiana e• irant Cc>rdinator
Califc ima l'rhan Fnrests itv ut Oran e cst Coast Arborists, 1n4.
c,uncil
Uate Executed: Date Exreuted D tc Executcd:
L f i ) y - p l
APPROVED AS TO FORM
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MA!; E. BINNING ,, ;
Senior Assistant City:lttorney