City of Fairfield and Rancho Solano HOA Lighting and Landscape MOU Page 1 of 10
MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF FAIRFIELD AND RANCHO SOLANO HOME OWNERS’ ASSOCIATION
This Memorandum of Understanding (“MOU”) is made and entered into by and between the City of Fairfield (the "City") and the Rancho Solano Master Association (the "HOA") and is effective on the date it is fully executed (“Effective Date”). The City and the HOA are referred to below collectively as the “Parties” and individually as a “Party”. In consideration of the mutual covenants and agreements contain herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
I. Purpose
This MOU sets forth the terms and understanding between the City and the HOA regarding streetlight and landscape improvements and maintenance. It provides the HOA certain rights to make improvements and maintain streetlights and landscaping within the Smith Ranch Lighting and Landscape Maintenance District (LLMD #5).
II. Streetlights
1. The HOA will assume financial responsibility for the operations of all streetlights along private gated streets (the "Private Streetlights") – totaling 344 streetlights, as identified in Exhibit A attached hereto and incorporated herein. All costs will be reimbursed by the HOA to the City within 30 calendar days of receipt of an invoice from City, to be issued by City to HOA no later than June 30 of each calendar year. The invoice will identify the direct cost to the City at applicable Pacific Gas & Electric (“PG&E”) bill rates, currently estimated at an annual cost of $29,087 with annual inflation based on PG&E rate increases.
2. The HOA will maintain a $10,000 reserve to fund routine maintenance and emergency replacement for knockdowns, wire theft, or other streetlight damage to Private Streetlights.
3. The City will perform, and the HOA will assume financial responsibility for, all routine maintenance, including but not limited to, bulb replacements, day burn repairs, photo receptor replacement, etc., for Private Streetlights. All direct maintenance costs will be reimbursed by the HOA to the City within 30 calendar days of receipt of an invoice from the City.
4. The City will maintain ownership of all Private Streetlights.
5. The City will maintain financial responsibility for the operations, maintenance, and replacement of all streetlights on public streets (the "Public Streetlights") – totaling 46 streetlights – to be funded by the Lighting and Landscape Maintenance District No. 5 – Smith Ranch (LLMD#5).
City of Fairfield and Rancho Solano HOA Lighting and Landscape MOU Page 2 of 10
6. Recognizing there is some public benefit to the Public Streetlights, the City will contribute 26% of the cost for operation and maintenance of Public Streetlights out of City-defined non-LLMD#5 funds.
III. Landscaping
1. The City will continue performing contracted maintenance of landscaping in Rancho Solano pursuant to the requirements of LLMD#5, as approved by the City Council through the legally required annual approval process.
2. The HOA is authorized to pay for enhanced landscape maintenance above and beyond the financial capabilities of LLMD#5, conditioned upon the following:
o The HOA's decision to pay for enhanced landscape maintenance, and the amount of investment in enhanced landscape maintenance by the HOA, is at the sole discretion of the HOA.
o Any enhanced landscape maintenance services paid for by the HOA shall not be performed without advance coordination with the City, to ensure the efficient operation of landscape maintenance performed by the City with funds from LLMD#5.
o The HOA is not required to utilize City contractors for performing enhanced landscape maintenance. Additionally, the HOA is not prohibited from contracting separately with City contractors for the performance of enhanced landscape maintenance.
3. The HOA may identify and implement changes to landscape standards including replacements, removals, new plant types, new plant palettes, changes to irrigation systems, or make other changes to landscaping at its discretion, conditioned upon the following:
o Any changes to landscaping that deviate from current City landscape standards shall not be performed without advance coordination with the City.
o No changes to any irrigation systems shall occur without prior written authorization by the City.
o The HOA is responsible for all costs associated with any changes to landscaping, including but not limited to all future replacements.
4. The HOA may perform enhanced tree maintenance, pruning, removal, or replacement, conditioned upon the following:
City of Fairfield and Rancho Solano HOA Lighting and Landscape MOU Page 3 of 10 o No such work shall be performed on trees without prior written authorization by the City to ensure compliance with applicable state and local laws, and to ensure conformance to arborist standards and practices for safety and effectiveness.
o Any work performed on trees by the HOA is at the sole cost and expense of the HOA.
5. HOA shall be responsible for hiring only competent and qualified landscaping personnel with all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for any enhanced landscaping work.
Landscaping personnel shall perform all enhanced landscaping work in accordance with the standard of care generally exercised by like professionals under similar circumstances. HOA shall ensure that landscaping personnel perform any enhanced landscaping work in accordance with all applicable provisions of federal, State and local law. Under no circumstances shall the City be held liable for any act or omission of the landscaping personnel hired by HOA.
6. At all times during the term of this MOU, any landscaping personnel hired by HOA shall not be considered an employee or agent of the City. The City shall not have the right to control landscaping personnel or the right to control the means by which landscaping personnel accomplishes services rendered to the HOA.
7. Recognizing there is some public benefit to the landscaping along Rancho Solano Parkway, the City will contribute 6% of the cost for maintenance of landscaping along Rancho Solano Parkway out of City-defined non-LLMD#5 funds.
IV. Terms
1. This MOU shall commence upon the Effective Date and shall remain in full force and effect until June 30, 2025, concurrently to the end of the City Fiscal Year, unless sooner terminated by the Parties as provided in Subsection 2. This MOU shall automatically renew each Fiscal Year starting July 1, for a period of one- year, unless either party notifies the other, in writing, of intent to terminate at the conclusion of the Fiscal Year. Such notice of intent to terminate at the conclusion of the Fiscal Year shall be provided at least 30 days prior to the end of the Fiscal Year.
2. Either party may terminate this MOU at any time with 90 days written notice of intent to terminate.
3. If either party terminates this MOU, then:
City of Fairfield and Rancho Solano HOA Lighting and Landscape MOU Page 4 of 10 o The City is not obligated to maintain any landscaping at an enhanced standard as implemented by the HOA pursuant to Section III.2. o The City is not obligated to maintain any landscaping to a modified standard implemented by the HOA pursuant to Section III.3. o The City is not obligated to provide any funding for continued landscape maintenance beyond revenues generated by LLMD#5, except for those amounts identified in Sections II.6 and III.5.
o The City's determination of applicable landscape standards and applicable maintenance standards are at its sole discretion.
V. Indemnity and Insurance Requirements
1. The HOA shall be responsible for and shall defend and hold harmless and indemnify the City and its elected and appointed officials, employees and agents from all costs and claims for damages whatsoever by any third party relating to or resulting from the actions of the HOA arising out of or in connection with the services, work, operation or activities of the HOA, its agents, employees and officials, in relation to the rendition of services pursuant to this MOU.
2. The City shall be responsible for and shall defend and hold harmless and indemnify the HOA, and its elected and appointed officials, employees and agents from all costs and claims for damages whatsoever by any third party relating to or resulting from the actions of the City arising out of or in connection with the services, work, operation or activities of the City, its agents, employees and officials, in relation to the rendition of services pursuant to this MOU.
3. The HOA shall maintain general liability insurance for the duration of the MOU against claims for injuries to persons or damages to property which may arise from or in connection with the performance of any work hereunder in substantial compliance with the requirements identified in Exhibit B to this MOU.
VI. Notice
Whenever notice or other communication between the parties is required by this MOU, it shall be in writing and deemed effectively given upon the earlier of (i) actual receipt of personal delivery to the party to be notified; (ii) when sent, if by electronic mail during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (ii) five (5) calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight
City of Fairfield and Rancho Solano HOA Lighting and Landscape MOU Page 5 of 10 courier, freight prepaid, specifying next-day delivery, with written verification of receipt, and addressed as follows:
City of Fairfield Rancho Solano Master Association
(HOA)
Sanjay Mishra
Public Works Director
Howard Edelman
HOA President
1100 Webster Street
Fairfield, CA 94533
Phone: 707-428-7485 Phone:
Email: [email protected] Email:
A Party may change the address and email address to which notices shall be sent by giving notice of the change as provided herein.
VI. Miscellaneous Provisions
1. Entire Agreement. This document is intended both as the final expression of the agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the agreement.
2. Counterparts. This MOU may be executed in counterparts, all of which shall constitute the agreement between the parties.
3. Waiver. The failure of either party to insist upon strict performance of any of the terms of this MOU in any one or more instances shall not be construed as a waiver or a relinquishment of any such terms or conditions, and all of the same shall be in full force and effect.
4. Successors. This MOU shall bind and inure to the benefit of all successors and assigns of the Parties and any associates in interest, and their respective directors, officers, agents, servants, and employees.
5. Warranty of Legal Authority. Each party warrants and covenants that it has the legal authority to enter into this Agreement and to perform the acts required of it hereunder.
6. Amendments to MOU. This MOU may only be amended by approval of each of the Parties to this MOU.
7. Applicable Law. This MOU will be construed and interpreted under, and governed and enforced according to, the laws of the State of California.
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8. Severability. If any part, term, or provision of this MOU is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the parties will be construed and enforced as if this MOU did not contain the particular part, term, or provision held to be invalid.
IN WITNESS WHEREOF, the parties hereto, acting by and their duly authorized representatives, have executed this Memorandum of Understanding as of the day and year identified herein:
CITY OF FAIRFIELD RANCHO SOLANO
MASTER
ASSOCIATION (HOA)
Signature: Signature:
Name:
Name:
Title:
Title:
Date:
Date:
City of Fairfield and Rancho Solano HOA Lighting and Landscape MOU Page 7 of 10
EXHIBIT A
PRIVATE STREETLIGHTS
City of Fairfield and Rancho Solano HOA Lighting and Landscape MOU Page 8 of 10 EXHIBIT “D”
INSURANCE REQUIREMENTS
HOA shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the HOA, its agents, representatives, or employees. 1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b) Automobile Liability coverage (Form CA 00 01 with Code 1 – any auto) with minimum limits of $1,000,000 per accident for bodily injury and property damage. c) Workers’ Compensation insurance as required by the State of California and Employers’ Liability insurance, each in the amount of $1,000,000 per accident for bodily injury or disease. 2) INDUSTRY SPECIFIC COVERAGES
If checked below, the following insurance is also required.
Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of $1,000,000 per occurrence.
Pollution Liability Insurance in the minimum amount of $1,000,000 per occurrence Garage Keepers Insurance in the minimum amount of $1,000,000 per occurrence Fidelity / Crime / Dishonesty Bond in the minimum amount of $____________ MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants
Builder’s Risk / Course of Construction Insurance in the minimum amount of $__________.
3) INSURANCE PROVISIONS
a) DEDUCTIBLES AN D SELF -INSURED RETENTIONS . Any deductibles or self -insured retentions must be declared to and approved by the CITY . At the option of the CITY , either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY , its officers, officials, employees and volunteers; or the HOA shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
City of Fairfield and Rancho Solano HOA Lighting and Landscape MOU Page 9 of 10 b) The general and automobile liability policies (and if applicable, pollu tion liability, garage keepers liability and builder’s risk policies) are to contain, or be endorsed to contain, the following provisions:
i) The CITY , its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the HOA; products and completed operations of the HOA; premises owned, occupied or used by the HOA; and automobiles owned, leased, hired or borrowed by the HOA. The coverage shall contain no special limitations on the scope of protection afforded to the CITY , its officers, officials, employees or volunteers. ii) For any claims related to this project, the HOA’S insurance coverage shall be primary insurance as respects the CITY , its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the CITY , its officers, officials, employees or volunteers shall be in excess of the HOA’S insurance and shall not contribute with it. iii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY , its officers, officials, employees or volunteers.
iv) The HOA’S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. v) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the CITY .
vi) The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve t o reduce the HOA’S policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.
c) ACCEPTABILITY OF INSURER. Insurance is to be placed with insurers with a current A.M.
Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY .
VERIFICATION OF COVERAGE. HOA shall furnish the CITY with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf; on forms equivalent to CG 20 10 11 85, subject to CITY approval; and submitted electronically via email at [email protected]. All insurance certificates and endorsements are to be received and approved by the CITY before work commences. At the request of the CITY , HOA shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.
d) SUB-CONTRACTORS. HOA shall require all subcontractors to procu re and maintain insurance policies subject to the requirements of Exhibit D. Failure of HOA to verify existence of sub-
City of Fairfield and Rancho Solano HOA Lighting and Landscape MOU Page 10 of 10 contractor’s insurance shall not relieve HOA from any claim arising from sub-contractors work on behalf of HOA.