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HomeMy WebLinkAboutCALIFORNIA URBAN FORESTS COUNCIL AND WEST COAST ARBORISTS, INC., THEINSURANCE'' IVK N4, - CLERh DATE: -'NGIL 0 Qwak,\ dart\\ MLY(t cto A� LE .Er-1 Lu cj C' Memorandum of Understanding City Forest Renewal Project — Partner in Participation Memorandum of Understanding The following Memorandum of Understanding ("MOU") is entered into on January 21, 2020 by and among West Coast Arborists. Inc. (WCA, Inc.), the California Urban Forests Council (-CaUFC") and the City of Santa Ana, in reference to the City Forest Renewal (CFR) project and project deliverables being conducted by the CaUFC under the terns and conditions of Grant Agreement No. 8GB 18413 between the State of California Department of Forestry and Fire Protection ("CAL FIRE") and CaUFC. Interested Parties The California Urban Forests Council, West Coast Arborists, Inc. and the City of Santa Ana agree to work cooperatively on the City Forest Renewal (CFR) project and the associated deliverables to honor CaUFC's Grant Agreement with CAL FIRE. West Coast Arborists, Inc. has been separately contracted by CaUFC for completion of the CFR project and is responsible for program management, tree removal activities and tree planting activities. For purposes of this MOU, there are three major contributors to this process: Nancy Hughes representing CaUFC, David Pineda representing WCA, Inc., and the Executive Director of the Santa Ana Public Works Agency or his or her designee, representing the City of Santa Ana. For reference purposes, these individuals shall be referred to as the "Parties." The CFR Team consists of California Urban Forests Council (CaUFC), West Coast Arborists Inc. (WCA, Inc.), and Western Chapter International Society of A rboriculture (WCISA). Duties and Responsibilities CaUFC, WCA Inc., and the City of Santa Ana pledge to work together in a spirit of cooperation to complete the work described herein. 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: 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 client information. Additionally, the City of Santa Ana agrees to make all records relating to the contract available upon request by CaUFC. Decision Making Decisions wil I 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. A-2020-009 Termination In no event will this MOU be terminated with less than 30 days written notice to the other party. Any party may terminate this MOU at tiny time; with or without cause, by giving the other parties thirty (30) days written notice to terminate. ThisMOU supersedes all previous agreements pertaining tothe subject -matter of this MOU whether such previous agreement was written or oral. Upon notification that this MOU has been terminated, the City of Santa Ana shall immediately stop all work under this MOU on the date and to the extent specified in the written Notice of Termination. III tile event that Grant Agreement No. SOB 18413 between CAL FIRE and CaUFC is terminated, this MOU shall automatically terminate without any further action. Scope of Wurk The scope of work for the CFR project is set Forth as -follows, subject to change basedon the partner agency's desired project outcomes. • CaUFC wi 11 award the City of Santa Ana with approximately t 00-150 tree removals at no cost to the City, per grant funding and removal criteria. The exact quantity will be determined upon evaluation of trees to be removed. • The City of Santa Ana will provide the locations for 100-I50 number of trees requested to be removed with the knowledge that West Coast Arborists, Inc. will make the final decision on which trees will be removed, • WCA, Inc. will evaluate each tree site provided by the City for removal. WCA, Inc; will take photos of each tree and provide awritten recommendation for all trees qualified for removal. • All trees removed and replanted will adhere to ANSI 60.1 standards. o The City of Santa Ana understands that the &)Tent does not cover the cost of amended soil or turf replacement. o The City of Santa Ana understands that where feasible, WCA, Inc. will repropose wood for greater use. • At its sole cost, the City of Santa Ana will plant two times the number of tees removed under the City Forest Renewal (CFR) by October 31", 2021, The trees planted must adhere to CAL FIRES grant guidelines and must be of the species agreed upon with West Coast Arborists, Inc. • 'I'he City of Santa Ana will commit to watering newly planted trees as soon as they are installed and at least weekly, 15 gallons each, site each watering, to ensure thetree's establishment. • Post establishment, the City of Santa Ana will add newly planted trees to their maintenance plans forthetrees' lifetime, • The City of Santa Ana willprovidethe-GPS location of each tree that is not planted by West Coast Arborists, Inc. for reporting purposes. • Should GPS locations not be readily available; the City may contract site collection through their current contract with WC -A, Inc. or other means to obtain this data; separate of grant funding. • The City of Santa Ana will add these trees to their Current watering and maintenance plans for the trees' lifetime. • The City of Santa Ana will provide WCA; Inc. with their current tree maintenance, municipal codes, policies, etc. that pertain to current plans of tree care for analysis. • The City of Santa Ana will adapt or modify policy to represent the California Joint Powers Insurance Authority's (7PIA) True Inspection and Maintenance Policy recommendation, Where applicable. • The City of Santa Ana agrees to provide a facility suitable for a workshop, • The City of Santa Ana agrees to help CaUFC and WCA, Inc. share educational materials on healthy urban forests, where applicable. This includes but is not limited to City; publications, events, and media. • The City of Santa Ana agrees to best a tree planting event or Arbor Day in the spirit of this grant. A portion of the trees must be planted at this event. • Atthegrunt end, WCA, 'Inc, will request GPS locations and species for newly planted trees from the City of Santa Ana. Should a match tree fail within the grant period, the City of Santa Ana is responsible for accounting forthe total, twice the amount of removed trees in March of 2022. Timeline Pursuant to Grant Agreement No. 8GB18413 between CAL FIRE aid CaUFC, the grant period is from September 2019 through March 20, 2022. All parties agree that the City Forest Renewal project will be completed in final versions by "03/20/2022" though periodic benchmarks may be set through the scope of work to support en -time project completion. Ralationship of Parties It is understood by the Parties that the City of Santa Ana is an independent entity with respect to CaUFC, and not an employee. CaUFC will not provide fringe benefits (including health insurance benefits, paid vacation, or any employee benefits), for the benefit of the City. The City will be responsible for its own local, state and federal government tax obligations. Indemnifictttimi All volunteers shall sign the program's volunteer liability waiver prior to participating in any events associated with the Project. The City of Santa Ana further agrees to hold harmless, indemnify, and defend CaUFC and WCA, Inc., and their respective officers, officials, employees, and agents from and against any and all claims, loss, liability, damage, judgment, and expenses arising out of City's performance of tbis MOU but only in proportion to and to the extent such claims, loss, liability, darnage,judgment, or expenses are caused by or result from the negligent acts or omissions of City, its officers, agents, or employees. Assumption of Risk CaUFC and WCA, Inc. assumes no liability or responsibility for, any personal property of the City, community partner, or of their staff, volunteers, instructors, employees, contractors, consultants, guests, invitees, and agents broughtio assist with the CPRproject, during the term of this MOU. hnsur nc Prior to undertaking performance of work tinder this MOU, West Coast Arborist shall maintain and steal I require its subcontractors, if any, to obtain and maintain insurance as described below: Commercial General Inability Insurance. Commercial general liability insurance naming the City ofSanta Ana, its officers, employees, agents,vo'lunteers and representatives as additional insureds) and including, but not limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any actor occurrence arising out of'WCA's operations in the performance of this MOU, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,00000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall, (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b)be primary and not convibutory with respect to insurance or self` -insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. Worker's Compensation Insurance, In accordance with the provisions of Section 3700 ofthe Labor Code, WCA is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this MOU, WCA agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. The following requirements apply to the insurance to be provided by WCA pursuant to this section: ('i) WCA shall maintain all insurance required above in lfull force and effect forthe entire period covered by this MOIL (ii) Certificates of insurance shall be furnished totheCity upon execution of this MOU and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) WCA shall supply City with a frilly executed additional insured endorsement. Miseellanaous Terms A. Severability. If any term Or portion Of this MOU is held to be invalid, illegal, or otherwise unenforceable by acourt 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 the Superior Court of Orange County; C"aliformia. C, integratlow Amendments. This MOU represents the entire and integrated MOU between CaUFC, WCA, Inc. and the City of Santa Ana with respect to the subject matter hereof, and supersedes all prior negotiations, representations or agreemems, 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 shalt be entitled to reasonable attorneys' fees in addition to any other relief to which such party may be entitled. E, Wai ver. No waiver of any breach of any covenant or provision of this MOU shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for perfoimiance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. F. No Third -Party Beneficiaries, Nothing contained in this MOU is intended to or shall be deemed to confer upon any person, other than the Parties, any rights or remedies hereunder. G. Assignment. No assignment, subletting, or transfer ln whole or in part of this MOU shall be made or shall be effective without the prior written consent of the CaUFC and WCA, Inc. 1I. Headings. The headings of the sections and exhibits of this MOU are inserted for convenience only. They do not constitute pail of this MOU and are not to be used in its construction, 1. Non -Liability of Officials, Employees and Agents. No officer, afflcial; employee or agent of CaUFC and WCA, inc. shall be personally liable to the City of Santa Ana in the event of any default or breach by CaUFC or WCA, Inc. or for any amount which may become due to the City of Santa Ana pursuant to this MOU. J. Authority. The undersigned expressly represents that he or she is authorized to execute this MOU on behalf ofthe City of Santa Ana and that it meets each of the requirements set forth in the MOU, including but not limited to the insurance and workers compensation requirements. Pye the undersigned agree to this jUemorandmn of Understanding. 'V' ancy H ghe xecutive ec or tallfornI Urban rests Council City Manager City of Santa Ana ATTEST: .r a r!IV OWN Daisy'Cle7on City of Santa Ana APPROVED AS TO FORM: 191. T,._ & Jo ut M. Funk Assistant City Attorney City of Santa Ana V4� 2�-, Da id Pineda Grants Supervisor Rest Coast Arborists, Inc.