HomeMy WebLinkAboutAGR-7181 - CaUFC & WCA, INC - CIRCLE 4 AMPLIFY MOU - TREE PLANTING & URBAN FORESTRY PROGRAMf iR-'7l$1
MEMORANDUM OF UNDERSTANDING
The following Memorandum of Understanding ("MOU") is among the California Urban
Forests Council ("CaLTFC"), 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 Cifiy shall be referred to individually as a "Pariy" 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 Californza to improve the urban
forests. CIRCLE 4 is funded through CAL FIRE's LTrban Forest and Community Grant Program.
CIRCLE 4 will plant trees and deliver a full prograrn 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 o£ 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 znajor contributors to this process:Nancy Hughes
representing CaiJFC, David Pineda representing WCA, Inc., and Bonnie Hagan,representing the
City.
Duties and Resnonsibilities
CaLTFC,the CaUFC's partners,WCA Inc., and the City pledge to work together in a spirit
of cooperation to connplete the work:
AIl Parties shall comply with alI relevant Iaws and regulations regarding documentation,
reporting, use, etc. of any state funds in accordance with applicable state law and fumish
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. I£addihonal
information is requested, the City agrees to make aII 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.AlI 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.
Tea mination
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 termin.ate. This MOU supersedes all.previous agreements
pertaining to the subj ect matter of tlus MOU•whether such previous agreement was written or oral.
ScoAe 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 a proximately 65, 15-gallon trees which will include
stock and labor to ensure pxoper 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 Ciiy will provide support for DigAlert delineation.
3. The City will select species from a predetermined list provided by WCA, Inc.The City
agrees to incorpoxate underutilized, clinaate 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 plantiiig event March 12,
2022 to coincide with the statewide effort to plant 2,000 trees in one day. .
5. CaUFC,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 worlcshop session regarding
trees and urban forestry in the weeks prior to the tree planfing 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 txackable match time and houxs 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
harniless each other Party, and their officers, employees and officials from and against any and a11
actions,(judicial,administrative,arbitration or regulatory)claims or demands,damages to persons
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or property,losses,costs,penalties, obligations,errors, omissions ox 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 misco nduct
during the course of its participation in the CIRCLE 4 Project.
Assumution 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 CaIJFC 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, Tnc. shall always maintain, where required by Iaw, 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 goyern 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. Ixitegration; Axnendments. 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,xepresentations, 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 relie£to
which such party may be entitled.
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C. 4Vaiver. Nca vaivcr c Fa;y bre cl of'an5- c v nant or pi•avisiUn c 1'this N1011 stiall be
decmecf a w iver of'any ther evv4nant trr pro lisie n herc;oF. and no «xaiver shall be
valid unless in i riling and execuced by tl e vai ing party. An extension of time for
perto,nance of any obl.ibation or act sha11 nol be deerned an exccnsion of tl e time f r
performance of any otlaer obii c tic n or act, and no extension shall be valicl unless in
writinb and execuced hy rh wair in party.
F. Nu Third-Party Benelic,iaries.Nuthin rontained in t}iis MOL' is intended to r shall lie
dee;med to coufei• upon any persati, other rtian tile Parties, any ri hts, or reiuedies
hereunder•.
G. Assigtunent. No e ssiVnment, sul let:tin;;; or transfcr in whale or in paz l af this MOU
shali be made or shall be efiective vith ut tlie prior vrilten consenl of th CaUFC,
WCA, Inc. and tl e Ciq.
H. Non-Liabilit;r of'OfficiZls, Employecs and A cnts. \To officer, ofticial, en ployee or
acent of CaUFC and WCA, inc. shall be personally liahle to the City in the event of
any default ar breach by GaUEC or WC.A, 1 Ze, or lor any amount vhich may becc me
due to tlte City pursuant tc diis UIOU.
I. ulhority,The undersi ned exPressl r repi•usents that he c r shc is authurizecl to executz
ihis NIOU c n behalf c f t)le City and that it m ecs aaah of the requiramei ts set Cortti in .
the MUU, including but not limited to ihe insurance and worlcers cc mpensation
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J Nanc Hu Th rRick Otco Andres R-;r uzzY y
Executive Director City Manager
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Grant Coorciinator
Califarnia Urban Forests City of pi•ang - West Co st rborists,Inc.
Council
Date Execut cl: I a Exc:cut:d:D;tc Executcd:
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APPROVBD AS TO FORM
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MA h' E. BINNiNG
Senior Assistant City Flttorney