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Napa County Agreement No.
City of Napa Agreement No. 60r?-36q
MEMORANDUM OF UNDERSTANDING FOR WATER QUALITY
MONITORING OF THE HENNESSEY AND MILLIKEN WATERSHEDS
This Memorandum of Understanding for water quality monitoring of the Hennessey and Mi liken atersheds ( hereinafter this " MOU") is made and entered into this ` 1 day of
2019 by and between the City of Napa, a California charter city(" CITY"), and Napa County, a political subdivision of the State of California(" COUNTY"). CITY and COUNTY may be identified as " a Party," or collectively, as " the Parties". The Parties each constitute a public agency as defined in California Government Code Section 6500. _
RECITALS
WHEREAS, residents of the COUNTY live in the Hennessey and Milliken Watersheds collectively" Watersheds"); and
WHEREAS, the CITY provides municipal water service to over 80, 000 residents, including the entirety of the CITY, as well as portions of the incorporated County; and the CITY obtains water supply to serve its municipal water service customers from the surface water flows across the Watersheds located in the unincorporated area of the COUNTY, which are captured in CITY reservoirs at Lake Hennessey and Milliken Lake; and WHEREAS, residents of the CITY are, also residents of the COUNTY.
WHEREAS, the CITY and COUNTY share the vision of protecting water quality, within the Watersheds, especially those that contribute to drinking water sources throughout Napa County; and
WHEREAS, in June 2017, the Parties entered into a Memorandum of Understanding Napa County Agreement 170961, also known as Napa County Agreement 170961B and City of Napa Agreement C2017 206) to perform a study ofthe Watersheds in recognition that the residents of the CITY and COUNTY would benefit from an updated study of the Watersheds and creation of a model that quantifies land surface contributions to water quality(" Study"); and WHEREAS, the Study has been completed resulting in set- up and initial calibration of watershed models for the Watersheds along with a Hydrology and Water Quality Monitoring Plan.
Plan") and a Model Documentation Report; and
WHEREAS, the Parties wish to implement recommendations from the Plan, which calls for water quality sampling and analysis; and
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WHEREAS, each Party has the power under the laws of the State of California to enter into a professional services agreement to secure the necessary services to perform sampling and analysis; and
WHEREAS, the Parties desire to coordinate and share the costs of sampling and analysis as set forth in this MOU; and
WHEREAS, the Parties enter into this MOU in order to set forth necessary cooperative procedures and protocols for the administration and implementation of sampling and analysis recommendations in the. Plan.
TERMS
NOW, THEREFORE, CITY and COUNTY, for the considerations hereinafter set forth herein, agree as follows:
1., TERM; TERMINATION FOR CAUSE. This MOU shall commence on the date first above written and shall terminate on June 30, 2022 unless extended by an amendment to this MOU. The MOU may be terminated by: ( 1) mutual agreement of the Parties; ( 2) by the nondefaulting Party in the event the defaulting Party fails to cure a breach under Sections 2 or 3 of this MOU within thirty ( 30) days of receiving written notice, or( 3) in accordance with Section 10 of this MOU.
2. IMPLEMENTATION OF THE PLAN RECOMMENDATIONS
a) ' Award and Administration of Consultant Agreements. Portions of the work contemplated in Exhibit A, attached hereto, and incorporated by reference herein, may be accomplished using consultants. Upon agreement by COUNTY' s Director of Public Works and • CITY' s Utilities Director, the agreed upon Party (" Contracting Party") may issue an RFQ for professional services from qualified consultants to implement agreed upon elements of Exhibit A in accordance with the terms set forth herein. Upon the award of an agreement (" Consultant Agreement"), the Contracting Party shall be responsible for administering the Consultant Agreement; paying the- consultant in accordance with the terms of the Consultant Agreement, including any amendment thereto; and sharing the consultant' s work with the other Party Reimbursing Party"). The scope of services to be performed by a consultant under any Consultant Agreement and associated budget shall be mutually agreed upon by the COUNTY Director of Public Works and CITY Utilities Director and be limited to all or a portion of the scope set forth in Exhibit A. Any scope of services beyond those set forth in Exhibit A shall require an amendment to this MOU.
b) Allocation of Funding for Consultant Agreements. The Reimbursing Party shall reimburse the Contracting Party for half of the costs ofthe Consultant Agreement, subject to the limits set forth in this MOU.
c) Sampling. The Parties intend to conduct water quality sampling and analysis at approximately 20 locations in accordance with the Plan. It is the intent of this MOU that the CITY and COUNTY shall each carry their own costs and contribute half of the labor required to conduct the sampling. As of the execution of this MOU, the CITY intends to utilize CITY employees to provide its share of the labor for the sampling while the COUNTY intends to H:IccozrnlDOCSIP UBWORKSIContractslMOU
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use COUNTY employees and to contract with the Napa County Resources Conservation District to provide its share of the labor for the sampling. -
d) Analysis and Equipment. Once all the samples are collected, the CITY will analyze the samples at the CITY' s laboratory using the CITY' s equipment, employees, and supplies, but may also use an outside laboratory service as needed. The COUNTY shall pay the CITY half of the reasonably necessary actual costs incurred by the CITY each month to analyze the samples, including labor, supplies, maintenance of existing equipment to the extent attributable to the analysis performed under this MOU, and other costs, including the aforementioned outside laboratory services. CITY' s actual costs for labor shall be based on the then-current fully burdened overhead rate ( the " Fully Burdened Overhead Rate") for the CITY employee( s) performing the analysis. The Fully Burdened Overhead Rate is an hourly billable rate that captures all of the CITY' s costs ( direct and indirect) associated with an employee, over and above gross compensation or payroll costs. Typical costs associated with the Fully Burdened Overhead Rate include payroll taxes, worker' s compensation, health insurance, r paid time off, pension contributions, other benefits, and indirect costs including departmental and agency- wide administrative overhead allocations. The applicable Fully Burdened Overhead Rate will depend on the employee performing the services as each employee has a different Fully Burdened Overhead Rate that is calculated based on that particular, employee' s salary and benefits. Upon request, the CITY shall document and provide to the COUNTY the method/ formula the CITY relies on for calculating the Fully Burdened Overhead Rate for its employees. e) New Equipment. The Parties further agree to work together to pool resources and avoid duplicative costs by acquiring mutually beneficial equipment when appropriate and share the costs of acquisition. Prior to either Party acquiring any new equipment to perform either the sampling in subsection 2( c) or analysis in subsection 2( d), COUNTY Public Works Director and- CITY Utilities Director shall determine whether the new equipment is necessary and appropriate to cost- share, which shall take into account the value of other uses the equipment may be put to after and beyond the scope of this MOU. Any individual new piece of equipment purchased under this MOU at the discretion of the COUNTY Public Works Director and City Utilities Director shall not exceed a total cost of$5,000. Purchase of new equipment that exceeds $ 5, 000 shall be subject to approval by the County Executive Officer and City Manager, and be acquired in conformance with purchasing policy of the party acquiring the equipment. f) -- Collaboration Between the Parties. The Parties, acting by and through the COUNTY Director of Public Works and CITY Utilities Director, shall follow those procedures set forth below in connection with hiring any consultants to complete any portion of the scope of work set forth in Exhibit A
COUNTY and CITY shall coordinate and agree upon any RFQ prior to issuance of the solicitation.
COUNTY and CITY shall jointly decider-which party shall be the Contracting Party and the Reimbursing Party for each Consultant Agreement entered into in connection with this MOU.
COUNTY and CITY shall review consultant submittals submitted in response to the RFQ, agree upon the consultant selected to perform the work, approve the amount and rates to be paid the consultant, and ensure each Party has appropriated sufficient funds to cover their half of Consultant Agreement in advance of the Contracting Party executing the Consultant Agreement.
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COUNTY and CITY shall receive all work product from the consultant at the same time.
COUNTY and CITY shall coordinate and agree upon comments and changes prior to providing feedback to any consultant.
The Contracting Party shall address comments provided by the Reimbursing. Party and provide copies to the Reimbursing Party after documents are finalized with CITY' s and COUNTY' s agreed upon comments and changes.
Both Parties will be notified and be given the opportunity to attend all project meetings. Both Parties shall be included in all written communications with a consultant and any sub- consultants.
Any changes to the proposed scope of work to be provided under a Consultant Agreement shall be mutually agreed upon by CITY and COUNTY prior to the Contracting Party executing a Consultant Agreement, or an amendment thereto.
Neither Party shall release information stemming from this MOU without prior approval by the other Party. Both Parties agree to notify the other immediately upon any request for any records created pursuant to the Consultant Agreement that the Parties have not previously agreed to be released. Besides the requirement to notify the other Party, this'provision shall not impact either Party' s ability to timely respond, to any legally required release of such records.
In the unlikely event of a disagreement between the Utilities and Public Works Directors of the CITY and COUNTY, the City Manager and County CEO will meet to determine a resolution.
3. . INVOICING AND PAYMENT.
a) Consultant Costs. Upon the Contracting Party' s payment of costs to the consultant pursuant to Section 2( b), the Contracting Party shall invoice the Reimbursing Party on a monthly basis, documenting the full amount paid to the consultant, and the amount owed by the Reimbursing Party for half of the costs. Such invoice shall be paid within thirty ( 30) days of receipt.
b) Laboratory/ Testing Costs. Each month, the CITY shall invoice the COUNTY for half of the costs incurred by the CITY to analyze the water quality samples in accordance with Section 2( c), documenting the full costs incurred by the CITY, and the amount owed by the COUNTY for half of the costs. Such invoice shall be paid by the COUNTY within thirty ( 30) days of receipt.
c) Maximum Contribution. The combined maximum not to exceed costs incurred for the scope of work set forth in Exhibit A, excluding the labor required to conduct the sampling pursuant to Section 2( c), shall not exceed$ 400, 000 per fiscal year($ 200, 000 per Party).
The COUNTY Director of Public Works and CITY Utilities Director shall review incurred and anticipated costs under this MOU on a quarterly basis. If during one of these reviews it is anticipated that the costs to complete the Scope of Work in Exhibit A may exceed the maximum amount set forth in this subsection, CITY and COUNTY agree to consider an amendment to this MOU.
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acting Party and the Reimbursing
Party for each Consultant Agreement
entered into inconnection with thisMOU. COUNTY and CITY shall review consultant submittals submitted inresponse to the RFQ, agree upon the consultant selected to perform the
work, approve the amount and rates tobe
paid the consultant, and ensure each Party has appropriated sufficient funds tocover their half of Consultant Agreement in advance of the Contracting Party executing the Consultant Agreement. H:I ccounWDOCSIPUBWORKSIContractslMOU City of Napa—Watershed Study Monitoring Phase 3
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4. INSURANCE. The Parties shall obtain and maintain in full force and effect throughout the term of this MOU, and thereafter as to matters occurring during the term of this MOU, the following insurance coverage or equivalent amounts of self-insurance or, as to work which is performed by persons or entities under subcontract to the Parties, shall require such persons or entities to provide the same coverage: ,
a) Workers' Compensation Insurance. To the extent required by law, workers' compensation insurance in the performance of any of the Parties duties under this MOU; and upon request by the Parties shall provide certification of such coverage. b) Liability Insurance.
1) Commercial general liability insurance coverage of not less than One Million Dollars ($ 1, 000,000) combined single limit per occurrence, issued by a company having a A.M. Best rating of A:VII or better, covering liability for any personal injury, including death, to anyperson and/ or damage to the property of any person arising from the acts or omissions of the Parties or any officer, agent, or employee ofthe Parties under this MOU except for acts or omissions performed in strict compliance with express direction of the Parties governing boards, officers or personnel.
2) Professional liability/ errors and omissions insurance in an amount of not less than One Million Dollars ($ 1, 000, 000) combined single limit for each occurrence, covering all professional acts or omissions of the Parties or their agents arising out of or in connection with this MOU except for those acts or omissions performed in strict compliance with express direction from the Parties governing boards, officers or personnel unless such direction was based upon professional advice from the other Party or the agents ofthe other Party under this MOU.
3) Comprehensive automobile liability insurance policy( Bodily Injury and Property Damage) on owned, hired, leased and non-owned vehicles used in conjunction with activities under this MOU of not less than One Million Dollars($ 1, 000, 000) combined single limit per occurrence.
c) Certificates of Coverage. Where the foregoing coverages are provided by insurance rather than by self-insurance ( written proof of which shall be provided to the Parties), the coverages shall be evidenced by a Certificate of Coverage which shall be filed with the Parties prior to reimbursement of either Party for performance of any oftheir duties under this MOU; shall name the Parties, their officers, employees, and agents as additional insureds; shall be kept current during the term of this MOU; shall provide that the Parties shall be given no less than thirty ( 30) days prior written notice of any non-renewal, cancellation, other termination, or material change; shall provide that the insurance provided is primary coverage to the Parties with respect to any insurance or self-insurance programs maintained by the Parties; and shall provide that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, the coverage afforded applying as though separate policies had been issued to each insured, but the inclusion of more than one insured shall not operate to increase the limits of the company' s
liability. Upon request the Parties shall provide or arrange for the insurer to provide certified copies of the actual insurance policies or relevant portions thereof within thirty( 30) days of the request.
d) Inclusion in Subcontracts. The Parties agree-to require all consultants and any other entity or person who is involved in providing services under this MOU to comply with the Workers Compensation and General Liability insurance requirements set forth in this Section H: Iccoun lDOCSI P UBWORKSI ContractsI MO U
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4 and to require consultants to name the Parties as additional insureds.
5. INDEMNIFICATION.
a) By CITY. To the fullest extent permitted by law, CITY shall defend, indemnify and hold harmless COUNTY and the officers, agents and employees of COUNTY from any claim, loss or liability including without limitation, those for personal injury( including death) or damage to property, arising out of or connected with any aspect of the performance by CITY or its officers, agents, or employees, of activities or obligations required of CITY under this MOU except where the loss was proximately caused by acts or omissions of CITY performed in strict compliance with express direction from COUNTY' s governing board, officers or personnel other than direction based upon and conforming to advice from CITY. b) By COUNTY. To the fullest extent permitted by law, COUNTY shall defend, indemnify and hold harmless CITY and the officers, agents and employees of CITY from any claim, loss or liability including without limitation, those for personal injury( including death) or damage to property, arising out of or connected with any aspect of the performance by COUNTY or its officers, agents, or employees, of obligations required of COUNTY under this MOU as well as for claims where the loss was proximately caused by acts or omissions of COUNTY performed in strict compliance with express direction from CITY' s governing board, officers, or personnel other than direction based upon and conforming to advice from COUNTY.
6. ATTORNEY WORK PRODUCT AND CONFIDENTIALITY.
a) Information and communications that are otherwise protected under the attorney-client privilege, attorney work product doctrine, or any other applicable privileges or protections may be exchanged— whether in written, oral, electronic, or any other form— among or between the Parties and/or any Consultant(s) retained in connection with the purposes described in this MOU, without in any way waiving or compromising such privilege or doctrines. Such information and communication includes, but is not limited to, Revised or Supplemental Monitoring and Analysis Plans, Documentation of Updates to the Model, correspondence, reports, analyses, strategies, proposals, conversations, interviews, mental impressions, deliberations, and legal memoranda ( collectively, " Plan Information"). Plan Information exchanged between or among the Parties and/ or any Consultant( s) retained in connection with the purposes described in this MOU, and Plan Information that has been exchanged, is privileged from disclosure to other third parties as a result of attorney- client privilege, the attorney work product doctrine, or any other applicable privilege or protections. The sharing ofPlan Information among or between the Parties and/ or any Consultant( s) retained in connection with the purposes of this MOU is based on the Parties' understanding that such privileges apply when government entities share common interests. This understanding is based, in part, on the common interest doctrine recognized in such cases as Seahaus La Jolla Owners Assn. v. Superior Court ( 2014) 224 Cal.App.4th 754; OXY Resources California LLC v. Superior Court ( 2004) 115 Cal.App.4th 874; Armenta v. Superior Court ( 2002) 101 Cal.App.4th 525; STI Outdoor v. Superior Court ( 2001) 91 Cal.App.4th 334; and Raytheon Co. v. Superior Court( 1989) 208 Cal.App.3d 683. In the absence of such a common interest privilege, the Parties would not communicate Plan implementation information and analysis to each other.
b) Open and frank communication among or between the Parties and/ or any Consultant( s) retained in connection with the purposes described in this MOU being essential to the furtherance of the purpose of this MOU and the Plan, Plan Information composed, compiled, H:Icco un IDOCSI P UBWORKSI Con tracts IMO U
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created, generated, reviewed, or otherwise used may be exempt from disclosure under the California Public Records Act( Govt. Code sec. 6250, et seq.) pursuant to the deliberative process privilege encompassed by Govt. Code sec. 6255 and related case law, and pursuant to the exemption for drafts encompassed by Govt. Code sec. 6254, subd. ( a). Plan Information shall additionally be exempt from disclosure under other applicable statutory or other legal exemption.
7. NO WAIVER. The waiver by any of the parties of any breach or violation of any requirement of this MOU shall not be deemed to be a waiver of any such breach in the future, or ofthe breach of any other requirement of this MOU.
8. NOTICES. All notices required or authorized by this MOU shall be in writing and shall be delivered in person or by deposit in the United States mail, by certified mail, postage prepaid, return receipt requested. Any mailed notice, demand, request, consent, approval or communication that any party desires to give any other party shall be addressed to the other party at the address set forth below. Any party may change its address by notifying the other parties of the,change of address. Any notice sent by mail in the manner prescribed by this section shall be deemed to have been received on the date noted on the return receipt or five days following the date of deposit, whichever is earlier.
COUNTY CITY
Director of Public Works Utilities Director
County of Napa City of Napa
1195 Third Street, Suite 101 P. O. Box 660
Napa, CA 94559 Napa, CA 94559
9. COMPLIANCE WITH LAWS. In performing any services required under this MOU to be reimbursed by the Reimbursing Party, the Contracting Party shall observe and comply with all applicable Federal, State and local laws, ordinances, and codes, including to the extent applicable, the laws pertaining to relocation assistance. Such laws shall also include, but not be limited to, the following, except where otherwise prohibited by state or local law:
a) Non-Discrimination. During the performance of this MOU, the Parties and their subcontractors shall not deny the benefits thereof to any person on the basis of sex, race, color, ancestry, religion or religious creed, national origin or ethnic group identification, sexual orientation, marital status, age( over 40), mental disability, physical disability or medical condition including cancer, HIV and AIDS), nor shall they discriminate unlawfully against any employee or applicant for employment because of sex, race, color, ancestry, religion or religious creed, national origin or ethnic group identification, sexual orientation, marital status, age ( over 40), mental disability, physical disability or medical condition ( including cancer, HIV and AIDS), or use of family care leave. The Parties shall ensure that the evaluation andtreatment of employees and applicants for employment are free of such discrimination or harassment. In addition to the foregoing general obligations, the Parties shall comply with the provisions ofthe Fair Employment and Housing Act ( Government Code section 12900, et seq.), the regulations promulgated thereunder ( Title 2, California Code of Regulations, section 7285. 0, et seq.), the provisions of Article 9. 5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code ( sections 11135- 11139. 5) and any state or local regulations adopted to implement any of the foregoing, as such statutes and regulations may be amended from time to time. To the extent this MOU subcontracts H:I ccoun&DOCSIPUBWORKSIContractslMOU
City of Napa— Watershed Study Monitoring Phase 7
nection with the purposes described in this MOU being essential to the furtherance of the purpose ofthis MOU andthePlan, Plan Information composed, compiled,H:
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to COUNTY services or works required of CITY by the State of California pursuant to agreements between COUNTY and the State, the applicable regulations ofthe Fair Employment and Housing Commission implementing Government Code section 12990 ( a) through ( f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of regulations are expressly incorporated into this MOU by reference and made a part hereof as if set forth in full, and COUNTY and any of its subcontractors shall give written notice oftheir obligations thereunder to labor organizations with which they have collective bargaining or other agreements. b) Documentation of Right' to Work. The Parties agree to abide by the requirements of the Immigration and Control Reform Act pertaining to assuring that all newlyhired employees of the Parties performing any services under this MOU have a legal right to work in the United States ofAmerica, that all required documentation of such right to work is inspected, and that INS Form 1- 9 ( as it may be amended from time to time) is completed and on file for each employee. The Parties shall make the required documentation available upon request. c) Inclusion in Subcontracts. To the extent any of the services required of the Parties under this MOU are subcontracted to a third party, the Parties shall include the provisions of( a) and ( b), above, in all such subcontracts as obligations of the subcontractor.
10. Other Termination. Notwithstanding anything in this MOU to the contrary, if during the term of this Agreement either Party does not appropriate sufficient funds to make any of the payments required herein, then each of the Parties shall have the right to terminate this Agreement upon giving the other party no less than thirty ( 30) prior written notice of such nonappropriation. For purposes of this Agreement, each Party' s fiscal year begins on July 1 and ends on June 30.
11. AUTHORITY TO CONTRACT. CITY and COUNTY each warrant hereby that they are legally permitted and otherwise have the authority to enter into and perform their respective obligations under this MOU.
12. INDEPENDENT ENTITIES. Although this MOU is a Joint Powers Agreement as authorized by California Government Code Sections 6500 et seq, CITY and COUNTY are independent entities, and CITY and COUNTY and the respective officers, agents and employees of CITY and COUNTY are not, and shall not be deemed, employees of the other agency for any purpose, including but not limited to worker' s compensation and employee benefits.
13. PRIVILEGES, IMMUNITIES AND OTHER BENFEFITS. In accordance with California Government Code Section 6513, all of the privileges and immunities from liability, all exemptions from laws, ordinances and rules, and all pension, relief, disability, workmen' s compensation, and other benefits which apply to the activity of the trustees, officers, employees or agents of the Parties when performing their functions within the territorial limits of the respective Parties, shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties associated with performance of this MOU.
14. THIRD PARTY BENEFICIARIES. Nothing contained in this MOU shall be construed to create any rights in third parties and CITY and COUNTY do not intend to create such rights.
15. ATTORNEY' S FEES. In the event that any of the parties commences legal action H: Iccoun IDOCSIPUBWORKSIContractslMOU
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I
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of any kind or character to either enforce-the provisions of this MOU or to obtain damages for breach thereof, the prevailing party in such litigation shall be entitled to all costs and reasonable attorney' s fees incurred in connection with such action.
16. RECORDS AND TITLE TO DOCUMENTS. Upon completion of any work product by a consultant, the Contracting Party shall require the consultant to provide original copies of such work product to the COUNTY and CITY and to grant the Reimbursing Party legal authorization to use, such work product.
17. MODIFICATIONS. This MOU may not be amended or modified orally. No amendment or modification ofthis MOU is binding unless it is in writing signed by both parties.
18. ENTIRETY OF CONTRACT; This MOU constitutes the entire agreement between the parties relating to the subject of this MOU and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, among the parties with respect to the subject matter hereof.
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19. SEVERABILITY. If any term of this MOU ( including any phrase, provision, covenant, or condition) is heldby a court of competent jurisdiction to be invalid or unenforceable, the MOU will be construed as not containing that term, and the remainder ofthis MOU will remain in full force and effect; provided, however, this section will not be applied to the extent that it , would result in a frustration of the parties' intent under this MOU.
IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed the day and year first above written.
CITY OF NAPA, a California charter city: NAPA COUNTY, a political subdivision of the State of California:
Signature) ignature)
Philip Brun, Utilities Director Ryan Gregory, Chair of the Board Type name and title) Type name and title)
ATTE : ATTEST
SW,' Arikr Or_
Signatu ) ture)
w
Tiffany Carranza, City Clerk e Luis Valdez, Clerk of the Board Type name and title) Type name and title)
COUNTERSIGNED: APPR/OVE9 BY THE BOARD:
Xgtive.,kergitICI)at et / 7.-o b
Signature) Date)
SA-SHA ' } 1<# SLiI40
Deputy City Auditor
Type name and title) Depu rk of the B r
APPROVED AS TO FORM: APPROVED AS TO FORM:
Thomas S. Capriola
nature) Tjila S. Wolfson, Deputy City Attorney ( Signature) Michael W. Barrett, City Attorney Thomas Capriola, Deputy County Counsel H:IccounWDOCSIPUBWORKSIContracts\ MO U
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EXHIBIT "A"
PROPOSED SCOPE OF WORK:
The following generally describes the scope of work that may be performed by the Parties to implement the Hydrology and Water Quality Monitoring Plan recommendations using their own labor and agreed upon consultants, contractors and laboratories retained by one or both Parties.
Expected outcomes from this MOU include the following:
Establish new or enhance existing water quality monitoring sites within the Hennessey and Milliken watersheds.
Measure water quality parameters in the field, collect water samples, and perform laboratory analyses that meet US EPA and Environmental laboratory Accreditation Program (ELAP) certification standards at an agreed upon frequency using said sites.
Develop an appropriate database to organize and store collected data. Perform preliminary data analyses.
Perform appropriate public outreach to landowners, stakeholders, and the community.
Specific tasks are presented as follows:
Task 1: Watershed Monitoring Site Development
The Hydrology and Water Quality Monitoring Plan (" Plan") identified existing locations where watershed monitoring is being performed. It also recommended a number of new sites be developed. The Parties will jointly decide on a program to develop initial monitoring sites consistent with the Plan that can be utilized to collect the water quality data described in Task 2.
Such development may include, but is not limited to, securing legal and physical access, purchase and placement of monitoring equipment, and construction of site improvements. Any changes in the number or location of monitoring sites shall be subject to the contracting and appropriation limits described in the Agreement and approved by both the COUNTY Director of Public Works and CITY Utilities Director.
Task 2— Data Collection
The Plan recommended monitoring a number of water quality constituents at various frequencies for routine and storm related events. The Parties will jointly agree on the initial parameters, frequency, and locations for such,monitoring. Over the term ofthis MOU, the Parties may agree to change the parameters, frequency, and locations of monitoring in response to the results of prior monitoring and analyses. The parameters include analyses that can be performed in the field and others that will require use of a. laboratory. Laboratory work performed in- house by CITY' s laboratory or by a mutually agreed upon outside laboratory retained by CITY will be reimbursed by COUNTY for half of the costs of direct labor, materials, equipment, supplies, and services in accordance with Section 2 of this MOU. The City and County will each contribute the labor for field sampling.
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rbenefits
which apply tothe activityof the trustees,
officers, employees or agents of the Parties when performing their functions within the territorial limits ofthe respective Parties, shall apply to them to the same degree and extent while engaged inthe performance of any oftheir functions and duties associated with performance of this MOU. 14. THIRD PARTY BENEFICIARIES. Nothing contained in this MOU shall be construed to create any rights in third parties and CITY and COUNTY do not intend tocreate such rights.15. ATTORNEY' S FEES. Inthe event that any of the parties commences legal actionH:Iccoun IDOCSIPUBWORKSIContractslMOU City ofNapa—Watershed Study Monitoring Phase 8 I ccoun& DOCSIPUBWORKSIContractslMOU City of Napa—Watershed Study Monitoring Phase 7nection with the purposes
described inthis MOU being essential tothe furtherance of the purpose ofthis MOU and thePlan,
Plan Information composed, compiled,H:I cco
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IMO U City of Napa—Watershed Study Monitoring Phase 6tslMOU City of Napa—Watershed Study Monitoring Phase 3
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Monitoring parameters may include those listed in the table below. Any changes in the number or range of sampling constituents shall be subject to the contracting and appropriation limits described in the Agreement and approved by both the COUNTY Director of Public Works and CITY Utilities Director.
Recommended water quality sampling constituents for the Lake Hennessey and Milliken Reservoir watersheds
Field Measurements Laboratory Analyses
Stream discharge Total Kjeldahl nitrogen ( organic N +
ammonia + ammonium)
Water temperature Soluble Kjeldahl nitrogen
Air temperature Nitrate + nitrite
Specific conductance Ammonia, Ammonium
Dissolved Oxygen Total phosphorus
pH Total soluble phosphorus
Turbidity
Orthophosphate
Total organic carbon
Dissolved organic carbon
Chlorophyll a
Total suspended solids
Total dissolved solids
Total volatile suspended solids
Carbonaceous biochemical oxygen
demand ( CBOD5)
Sulfate
Chloride
Total hardness
Alkalinity
Fecal coliform/ E.co/i
Calcium
Pesticides and Herbicides
Task 3: Database Development and Analyses
The Parties will jointly decide on development of a database to store and secure collected water quality information. The watershed model developed as part of the Study may be used for trial analysis of collected information. , Task 4— Public and Stakeholder Outreach
The Parties shall jointly participate in reaching out to the public, landowners, and other stakeholders. The Parties shall jointly agree on information to be released.
SCHEDULE
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The term of this MOU ( which is generally three years, but which is more particularly defined in Section 1 of this MOU) may not be amended unless in writing in accordance with Section 17 of this MOU. It is anticipated that sampling, data collection, and analysis may continue for an indefinite period. It is also anticipated that several years of data must be available for the model to be sufficiently calibrated and reliable and for any interpretation of the data to be reflective of water quality trends or conditions.
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Napa County Agreement No. 200194B
City of Napa Agreement No. C2019- 369
AMENDMENT No. 1
MEMORANDUM OF UNDERSTANDING FOR WATER QUALITY MONITORING OF
THE HENNESSEY AND MILLIKEN WATERSHEDS
This Amendment No. 1 ( this " Amendment") to Napa County Agreement No. 200194B and City ofNapa Agreement No. C2019- 369, Memorandum of Understanding for water quality monito i g of the
He esse and Milliken Watersheds ( the " MOU") is dated for reference purposes only this day of 2022 by and between the City of Napa, a California charter city (" CITY"), and Napa County, a political subdivision of the State of California (" COUNTY"). CITY and COUNTY may be identified as " a Party," or collectively, as " the Parties". The Parties each constitute a public agency as defined in California Government Code Section 6500. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the MOU.
RECITALS
WHEREAS, residents of the COUNTY live in the Hennessey and Milliken Watersheds collectively " Watersheds"); and
WHEREAS, the CITY provides municipal water service to over 80, 000 residents, including the entirety of the CITY, as well as portions ofthe incorporated County; and the CITY obtains water supply to serve its municipal water service customers from the surface water flows across the Watersheds located in the unincorporated area of the COUNTY, which are captured in CITY reservoirs at Lake Hennessey and Milliken Lake; and
WHEREAS, the CITY and COUNTY share the vision of protecting, water quality within the Watersheds, especially those that contribute to drinking water sources throughout Napa County; and WHEREAS, the Parties entered into the MOU on November 19, 2019.
WHEREAS, the Study has been completed resulting in set- up and initial calibration of watershed models for the Watersheds along with a Hydrology and Water Quality Monitoring Plan (" Plan") and a Model Documentation Report; and
WHEREAS, the Parties wish to continue to implement recommendations from the Plan, which calls forwater quality sampling and analysis.
WHEREAS, from the start of the program, the Parties recognized it requires multiple water years, depending on the amount of precipitation, to establish trends in runoff water quality; and
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WHEREAS, the Parties desire to coordinate and share the costs of sampling and analysis as set forth in this MOU; and
WHEREAS, the Parties now wish toamend the MOU in order to set forth necessary cooperative procedures and protocols for the administration and implementation of sampling and analysis recommendations in the Plan.
NOW, THEREFORE, CITY and COUNTY agree as follows:
1. Unless otherwise specified,, all subsequent references to the MOU are deemed to mean the original MOU as modified by any amendments preceding this Amendment, ifany. This Amendment incorporates the MOU by reference, except and only to the extent that any terms or conditions ofthe MOU are specifically modified by this Amendment. All terms and conditions in the MOU that are not specifically modified by this Amendment remain in full force and effect.
2. Section 1 is amended to read in full as follows:
1. TERM; TERMINATION FOR CAUSE: This MOU shall commence on November 19, 2019 and shall terminate. on June 30, 2025 unless extended by an amendment to this MOU in accordance with Section 17. This MOU may be terminated by: (1) mutual agreement of the Parties; (2) by the non -defaulting Party in the event the defaulting Party fails to cure a breach under Sections 2 or 3 of this MOU within thirty (30) days of receiving written notice, or (3) in accordance with Section 10 of this MOU.
3. Section 6 ( a) Attorney Work Product and Confidentiality is amended to read in full as follows:
a) Information and communications that are otherwise protected under the attorney - client privilege, attorney work product doctrine, or any other applicable privileges or protections may be exchanged — whether in written, oral, electronic, or any other form — among or between the Parties and/ or any Consultant( s) retained in connection with the purposes described in this MOU, without in any way waiving or compromising such privilege or doctrines. Such information and communication includes, but is not limited to, Revised or Supplemental Monitoring and Analysis Plans, Documentation of Updates to the Model, laboratory analytical data, correspondence, reports, analyses, strategies, proposals, conversations, interviews, mental impressions, deliberations, and legal memoranda ( collectively, " Plan Information"). Plan Information exchanged between or among the Parties and/ or any Consultant( s) retained in connection with the purposes described in this MOU, and Plan Information that has been exchanged, is privileged from disclosure to other third parties. as a result of attorney - client privilege, the attorney work product doctrine, or any other applicable privilege or protections.
The sharing of Plan Information among or between the Parties, and/ or any Consultant( s) retained in connection with the purposes of this MOU is based on the Parties' understanding that such privileges apply when government entities share common interests. This understanding is based, in part, on the common interest doctrine recognized in such cases as Seahaus La Jolla Owners Assn. v. Superior Court (2014) 224 Ca1. App. 4th754; OXYResources California LLC v.
Superior Court ( 2004) 115 Ca1. App. 4th874; Armenta v. Superior Court ( 2002) 101
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Ca1. App. 4th525; STI Outdoor v. Superior Court (2001) 91 Ca1. App. 4th334; and Raytheon Co. v. Superior Court (1989) 208 Ca1. App. 3d683. In the absence of such a common interest privilege, the Parties would not communicate Plan implementation information and analysis to each other.
4. All references to Exhibit " A" in the MOU shall mean Exhibit "A- 1", attached to this Amendmentand incorporated herein by. reference.
5. All references in the MOU to the County' s
Director ofPublic Works are replaced with the
County' s
Director ofPlanning, Building, and Environmental Services.
6. Except as provided in paragraphs 1- 4 above, the terms and provisions of the MOU shall remain in full force and effect.
IN WITNESS WHEREOF, this. Amendment No. 1 to the MOU was executed by the parties hereto as ofthe last date of execution below.
CITY OF NAPA, a California charter city:
Philip Brun, Utilities Director
Type name and title)
COUNTERSIGNED:
Joy Riesenberg, City Auditor
Type name and title)
APP R, O D AS TO FORM:
Signature Signature)
Michael W. Barrett, City Attorney
NAPA COUNTY, a political subdivision of the
State of California:
Signature)
Ryan Gregory, Chair ofthe Board
Type name and title)
Neha Hoskins, Clerk of the Board
Type name and title)
APPROVED BY THE BOARD:
t ON -e 4 U` 22 -
Date)
Deputy Clerk of the Board)
APPROVED AS TO FORM:
see orriplAtot
Chris R. Y. Ap as, Deputy County Counsel
Doc. No. 80600
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Ca1. App. 4th525; STIOutdoor v. Superior Court ( 2001) 91 Ca1. App. 4th334; and Raytheon Co. v. Superior Court ( 1989) 208 Cal. App. 3d683. In the absence of such a common interest privilege, the Parties would not communicate Plan implementation information and analysis to each other.
4. All references to Exhibit "A" in the MOU shall mean Exhibit "A- 1", attached to this Amendment and incorporated herein by reference.
5. All references in the MOU to the County' s
Director ofPublic Works are replaced with the
County' s
Director ofPlanning, Building, and Environmental Services.
6. Except as provided in paragraphs 1- 4 above, the terms and provisions ofthe MOU shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment No. 1 to the MOU was executed by the parties hereto as of the last date of execution below.
CITY OF NAPA, a California charter city:
Signature)
Philip Brun, Utilities Director
Type name and title)
COUNTERSIGNED:
Signature)
Joy Riesenberg, City Auditor
Type name and title)
APPROVED AS TO FORM:
Signature)
Michael W. Barrett, City Attorney
NAPA COUNTY, a political subdivision of the
State of California:
Signature)
Ryan Gregory, Chair of the Board
Type name and title)
ATTEST:
Signature)
Neha Hoskins, Clerk ofthe Board
Type name and title)
APPROVED BY THE BOARD:
Date)
Deputy Clerk of the Board)
APPROVED AS TO FORM:
Signature)'"
Chris R. Y. Apallas, Deputy County Counsel
Doc. No. 83412
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EXHIBIT "A- 1"
PROPOSED SCOPE OF WORK:
The following generally describes the scope of work that maybe performed by the Parties to implement the Hydrology and Water Quality Monitoring Plan recommendations using their own labor and agreed upon consultants, contractors andlaboratories retained by one or both Parties.
Expected outcomes from this MOU include the following:
Establish new or enhance existing water quality monitoring sites within the Hennessey and Milliken watersheds.
Measure water quality parameters in the field, collect water samples, and perform laboratory analyses that meet US EPA and Environmental laboratory Accreditation Program ( ELAP) certification standards at an agreed upon frequency using said sites.
Develop an appropriate database and repository to organize and store collected data. Perform preliminary data analyses.
Perform appropriate public outreach to landowners, stakeholders, and the community.
Incorporate water quality data into WARMF model.
Complete training sessions for City and County staff to run WARMF model, input data, and run scenarios.
Specific tasks are presented as follows:
Task 1: Watershed Monitoring Site Development
The Hydrology and Water Quality Monitoring Plan (" Plan") identified existing locations where watershed monitoring is being performed. It also recommended a number of new sites be developed. The Parties have previously agreed on a
program of monitoring sites to be sampled consistent with the Plan that can be utilized to collect the water quality data described in Task 2. Parties agree to continue sampling at these established monitoring sites unless the necessity to revise monitoring sites presents itself at which time revisions to monitoring sites will be made upon mutual agreement of the Parties. Such development may include, but is not limited to, securing legal and physical access, purchase and placement of monitoring equipment, and construction of site improvements. Any changes in the number or location of monitoring sites shall be subject to the contracting and appropriation limits described in the Agreement and approved by both the COUNTY Director ofPlanning, Building and Environmental Services and CITY Utilities Director. All work performed by City and County staff at 50/0 effort.
Taskl — Data Collection and Laboratory Analyses
The Plan recommended monitoring a number of water quality constituents at various frequencies for routine and storm related events. The Parties have jointly agreed on the initial parameters, frequency, and 4 of 7
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locations for such monitoring. Over the term ofthis MOU, the Parties may agree to change the parameters, frequency, and locations of monitoring in response to the results of prior monitoring and analyses. The parameters include analyses that can be performed in the field and others that will require use of a laboratory. Laboratory work performed in- house by CITY' s laboratory or by a mutually agreed upon outside laboratory retained by CITY will be reimbursed by COUNTY for half of the ° costs of direct labor, materials, equipment, supplies, and services in accordance with Section 2 of this MOU. The City and County will each contribute the labor for field sampling.
Monitoring parameters include those listed in the table below. Any changes in the number or range of sampling constituents shall be subject to the contracting and appropriation limits described in the Agreement and approved by both the COUNTY Director of Planning, Building and Environmental Services and CITY Utilities Director.
Budget for water quality analyses are based on the parameters and costs as defined in Table 1.
Table 1 Cost ofELAP- Certified Laboratory Analyses as of June 2022 Description
Turn
Around
Time
TAT) Quantity Per Unit Total Cost
625. 1 Semivolatiles ( ML) Standard , le 505. 80 505. 80 Ammonia as Nitrogen ( NH3-) Standard 45. 90 45. 90
Calcium, Total, ICPMS- CM Analysis Standard 1@ 37. 80 37. 80 Carbonaceous Biochemical Oxygen
Demand Standard 1@ 72. 90 72. 90
Chloride, by Ion Chromatography
Chlorophyll Standard 1@ 49. 50 49. 50
Chlorophyll Standard 1@ 156. 60 156. 60.
Digestion for ICP- MS Standard 1( a 28. 80 28. 80
Dissolved Organic Carbon( DOC) Standard l
82.0 82.0
EPA547- Glyphosate . Standard le 193. 00 193. 00
Electrical Conductance Standard 1@ 34. 20 34. 20
Hardness, Titration Standard 1@ 38. 70 38. 70
Lab Filtration for DOC Standard 1@ 29. 70 29. 70
Lab Filtration for Nutrients Analysis Standard 1@ 29. 70 29. 70 Nitrate + Nitrite as N ( NO3+O2- N)Standard 1@ 49. 50 49. 50 Nitrogen, Total Kjeldahl (TKN) Standard 1E 72. 90 72. 90 OC Pesticides by 625. 1 Standard 1@ 214.0 214.0
OC Pesticides by 625. 1Extended Standard 1p 214.0 214.0 Phosphate as P, Ortho Standard le 40. 50 40. 50
Solid, Volatile, Suspended ( VSS) Standard 49. 50 49. 50 Solid, Volatile, Suspended (VSS) Standard 1@ 49. 50 49. 50 5 of 7
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Solids, Total Suspended ( TSS) Standard 1@ . 38. 70 38. 70 Soluble Kjeldahl Nitroge Standard le 72. 90 72. 90
Sulfate, Total Standard 1@ 49. 50 49. 50
Total Alkalinity Standard 1@ 38. 70 38. 70
Total Coliform and E. Coli Standard 1@ 63. 00 63. 00
Total Dissolved Solids (TDS) Standard 1@ 54. 00 54. 00
Total Organic Carbon (TOC) Standard 1@ 82.0 82.0
Total Phosphorus as P Standard 1@ 60. 30 60. 30
Total Phosphorus as P, Dissolved Standard 1@ 60. 30 60. 30 Turbidity Standard 1@ 34. 20 34. 20
Total: $ 2, 574. 00
Optional analyses at up to 5 sites
PFAS by EPA 537. 1 Standard 1@ 524. 00 524. 00
PFAS by EPA 537. 1 Standard 1( a 524. 00 524. 00
Total: 1, 048.0
There are currently 21 identified sampling sites in the two watersheds. A mid -winter storm results in all 21 sites flowing and able to be monitored. During the early and late season sampling events, available sites range from 7- 15 sites. In 2022, for example a total of 141 samples were analyzed ( 114 in Hennessey and 27 in Milliken watersheds) from the early season storm in late October through late May.
The current budget supports ongoing• moitoring at this level. The budgeted cost of sampling and analyses is $ 370, 00.
Task 3: Database Development and Analyses
The Parties will jointly decide on location to store and secure collected water quality information. The watershed model developed as part of the Study may be used for trial analysis of collected information.
A shapefile of analytical data entered into the WARMF model will be created such that it can be viewed on County and City GIS platforms. The use of GIS is recognized as beneficial to facilitate spatial understanding of data similarities and anomalies.
Task 4 — Public and Stakeholder Outreach
The Parties shall jointly participate in reaching out to the public, landowners, and other stakeholders.
The Parties shall jointly agree on information to be released. All work performed by City and County staff at 50/0 effort.
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Task 5 - Update to WARMF Model and staff training
Task 5 is a professional services contract executed between County of Napa PBES and Systech. The efforts will be managed jointly and 50% of costs reimbursed by City of Napa. The County Contract with Systech Water Resources includes scope of work to Update the WARMF Database and hold a training
workshop at an estimated cost of $30, 000, and includes $ 6, 000 contingency for technical support associated with use of the WARMF model. The Parties shall jointly coordinate staff representatives of County and City to attend a hands- on workshop by Systech to learn how to install and open the model, view model inputs and outputs, update the model, create scenarios and run the WARMF model. The base model shall be write -protected by year so as to ensure integrity of model parameters and held by the hired party, Systech.
SCHEDULE
It is anticipated that sampling, data collection, and analysis may continue for an indefinite period. It is also anticipated that several years of data must be available for the model to be sufficiently calibrated and reliable and for any interpretation of the data to be reflective of water quality trends or conditions.
BUDGET
Tasks 1, 3, and 4 are performed by .City and County staff. Task 2 and Task 5 require budget expenditures for implementation.
Table 2 Budget Expenditures for Tasks 1- 5
Description Total Budget Expenditures
Task 1: Watershed Monitoring Site Development
50% each City/ounty staff labor 0
Task 2: Data Collection and Laboratory Analyses 370, 00 Task 3: Database Development and Analyses
50% each City/ounty staff labor 0
Task 4: Public and Stakeholder Outreach
50% each City/ounty staff labor 0
Task 5: Update to WARMF Model and Staff
Training 30, 000
TOTAL: 400, 00
City of Napa 50% contribution 200, 00
County of Napa 50% contribution 200, 00
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