Beverly Hills City Council
January 9, 2025

AGENDA REPORT
Meeting Date: January 9, 2025
Item Number:

To: Honorable Mayor & City Council
From: Robert Welch, PE, Utilities General Manager
Subject: COST SHARING AGREEMENT AMONG SANTA MONICA BASIN

GROUNDWATER SUSTAINABILITY AGENCY MEMBERS
Attachments: 1. Cost Sharing Agreement for Santa Monica Basin Groundwater Sustainability Agency

2. Memorandum of Understanding

3. First Amendment to the Memorandum of Understanding

RECOMMENDATION
Staff recommends City Council approve the Cost-Sharing Agreement for the Santa Monica Basin Groundwater Sustainability Agency and authorize the City Manager to sign the agreement on behalf of the City. On July 2, 2024, City Council had approved this agreement in concept, and this report now seeks City Council’s authorization for the City Manager to sign the agreement.

INTRODUCTION
The Santa Monica Basin Groundwater Sustainability Agency (SMBGSA) was formed in 2017 in accordance with the California Sustainable Groundwater Management Act (SGMA) of 2014. The five member agencies of the SMBGSA, whose jurisdictions entirely or partially overlay the boundaries of the Santa Monica Groundwater Basin, include the City of Santa Monica, the City of Beverly Hills, the City of Los Angeles, by and through its Department of Water and Power, the City of Culver City and the County of Los Angeles.

The five member agencies signed a Memorandum of Understanding (MOU) (Attachment 2) for the formation of the SMBGSA in May 2017. At the time the MOU was finalized, City Council deferred the prescribed cost-sharing until a later date. Staff returned to City Council study session on September 19, 2023 and on July 2, 2024 for direction on the City Council’s cost-sharing preference where City Council directed staff to pursue the administrative cost share based on percentage of jurisdictional land that is within the Santa Monica Basin which totals $17,520 over five years.

BEVERL
HILLS
i
Meeting Date: January 9, 2025

DISCUSSION
The Santa Monica Basin has a surface area of approximately 31,637 acres, or 49.4 square miles, and underlies the northwestern part of the Coastal Plain of the Los Angeles Groundwater Basin (Figure 1). A very small portion of the City of Beverly Hills lies within the northeastern most area of the Santa Monica Basin. The City currently does not have any plans to pump out of the Santa Monica Basin; however, by being a member of the GSA, the City has a seat on the GSA Board to explore potential opportunities in the future should they become available. Also, being a partner on the GSA strengthens the City’s relationship with the same agencies that overlap into other groundwater basins where the City currently extracts water.

Figure 1 - Santa Monica Basin
The SMBGSA was responsible for developing a Groundwater Sustainability Plan (GSP) pursuant to SGMA and the regulations issued in accordance therewith. The GSP is the first comprehensive groundwater assessment and management plan specific to the Santa Monica Basin, a medium-priority groundwater basin. A GSP is a 20-year plan to ensure that groundwater is managed sustainably within a groundwater basin in coordination with the land use plan for each member. One of the primary objectives of a GSP is to define a framework for sustainable groundwater management with consideration of the physical setting and beneficial uses and users of groundwater, consistent with the requirements of the SGMA. A GSP must also determine how the basin will achieve sustainable groundwater management within a 20-year period through monitoring and management actions. In general, sustainability means avoiding all of the following effects due to groundwater conditions occurring throughout the basin:
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6 Meeting Date: January 9, 2025

 Chronic lowering of groundwater level indicating a significant and unreasonable depletion of supply if continued over a 50-year period;  Significant and unreasonable reductions in groundwater storage;  Significant and unreasonable seawater intrusion;
 Significant and unreasonable degraded water quality, including contaminant plume migration;
 Significant and unreasonable land subsidence that substantially interferes with surface land uses; and
 Depletions of interconnected surface waters that have significant and unreasonable adverse impacts on beneficial uses of the surface water.

The Santa Monica Basin has historically been well-managed, and these adverse effects have not been experienced. However, mitigation measures are in place in the GSP to address these concerns should they arise.

In 2017, the SMBGSA was formed through an MOU. The MOU was executed by the City of Santa Monica, the City of Beverly Hills, the City of Los Angeles, by and through its Department of Water and Power, the City of Culver City and the County of Los Angeles.

All parties desired to form the SMBGSA to essentially manage the Santa Monica Basin in compliance with the requirements of the SGMA, including the implementation of a GSP.

The City desired to be a member agency because 596 acres of its land area was within the Santa Monica Basin, and the City may potentially pump groundwater within the Santa Monica Basin. Each member of the SMBGSA has equal voting power on matters, and the MOU requires unanimous decision for a matter to pass.

The MOU provided that the SMBGSA is not a separate legal entity. Also, the MOU deferred cost-sharing obligations for future management of the SMBGSA. In 2019, an Amendment to the MOU (Attachment 3) was developed addressing the cost-share for the GSP where the City of Santa Monica and LADWP were identified to share cost equally (50:50). The estimated fees and costs associated with management of the SMBGSA and implementation of the GSP totaled approximately $887,580 for the next five years. Since City Council deferred the prescribed cost-sharing until a later date, staff came to City Council during the September 19, 2023 Study Session and also on July 2, 2024 for direction on the City Council’s cost-sharing preference for administrative costs only. Four options were explored by City Council that included:
 Option 1 – pro-rata sharing of these costs, i.e., a 1/5 split totaling $177,516 over five years.
 Option 2 – cost share based on percentage of jurisdictional land that is within the Santa Monica Basin, totaling $17,520 over five years.
 Option 3 – average of three factors: land area percentage (2%), pro-rata split (20%), and percentage pumping in the Santa Monica Basin (0%), equaling 7.33% and totaling $65,020 over five years.
 Option 4 – withdraw from participation in the SMBGSA.

City Council provided direction to pursue Option 2 because Beverly Hills’ land area is only 2% of the total Santa Monica Basin, and, if land area percentage were applied to those fees and costs, the City’s share would only be $17,520 based upon the table below.

Meeting Date: January 9, 2025

Jurisdictional Authority
Area
Within
Plan
Area
(acres)
Percent
of Plan
Area
Percent
of Plan
Area
Without
State
Lands
Cost Share
Amount
Based on
Land Area
(5-year)
Plan Area
City of Los Angeles (DWP) 19,539 62% 65% $574,367
City of Santa Monica 5,165 16% 17% $151,830
City of Culver City 2,981 9% 10% $87,629
City of Beverly Hills 596 2% 2% $17,520
County of Los Angeles 1,913 6% 6% $56,234
State of California Lands (various agencies) 1,443 5%
Total 31,637 100% 100% $887,580
The City Attorney’s office coordinated with the member agencies’ legal counsel in the development of this agreement (Attachment 1) as directed by City Council on July 2, 2024.

FISCAL IMPACT
To date, there have been no hard costs incurred by the City in the formation and participation of the SMBGSA. Costs have comprised mainly of City staff time and legal cost in support of staff. The City’s five-year cost-share amount for administrative costs ($17,520) will be paid for by the Groundwater Program (80006002) in the Water Enterprise Fund.

Shana Epstein,
Director of Public Works
Approved By
Attachment 1

COST SHARING AGREEMENT FOR THE

SANTA MONICA BASIN GROUNDWATER SUSTAINABILITY AGENCY
This Cost Sharing Agreement for the Santa Monica Basin Groundwater Sustainability Agency (“Cost Sharing Agreement”) is made and entered by and among the City of Santa Monica (“Santa Monica”), a municipal corporation, the City of Los Angeles, by and through its Department of Water and Power (“LADWP”), the City of Beverly Hills (“Beverly Hills”), the City of Culver City (“Culver City”), and the County of Los Angeles (“County”), each a "Party" and, collectively, the “Parties.”

RECITALS
WHEREAS, the Sustainable Groundwater Management Act (“SGMA”), as enacted on September 16, 2014, and codified in California Water Code Section 10720 et seq., is intended to enhance local and sustainable management of groundwater; and WHEREAS, SGMA authorizes local public agencies that have water supply, water management, or land use responsibilities within a groundwater basin to form a Groundwater Sustainability Agency (GSA) to implement SGMA's provisions within that basin; and
WHEREAS, each Party is a local public agency that has certain water supply, water management, or land use responsibilities within their respective jurisdictional boundaries overlying the Santa Monica Basin (Basin Number 4-11.01 DWR Bulletin 118) (“Santa Monica Basin”); and
WHEREAS, the Parties formed the Santa Monica Basin Groundwater Sustainability Agency (“SMBGSA”) through a Memorandum of Understanding (“MOU”), executed in or around May 2017 to manage the Santa Monica Groundwater Basin (“Basin”); and WHEREAS, the California Department of Water Resources (“DWR”) recognized the GSA in September 2017, and
WHEREAS, the SMBGSA is governed by the terms of the MOU and bylaws subsequently adopted by the SMBGSA; and
WHEREAS, the Parties executed a First Amendment to Memorandum of Understanding for the formation of the Santa Monica Basin Groundwater Sustainability Agency in or around November 2019, to reflect the Parties cost sharing arrangement for development of the Groundwater Sustainability Plan for the Santa Monica Basin (“GSP”); and WHEREAS, at its meeting on July 17, 2024, the SMBGSA agreed to partially reimburse Santa Monica for consultant costs incurred for administration of the GSA from February 6, 2023, to February 29, 2027, subject to approval by the Parties’ respective governing bodies; and
WHEREAS, this Cost Sharing Agreement memorializes the agreement of the Parties as to the reimbursement of said costs.

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated into the operative provisions of this Cost Sharing Agreement by this reference, and for 2 good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

AGREEMENT

1. Purpose. The purpose of this Cost Sharing Agreement is for the Parties to partially reimburse Santa Monica for consultant costs incurred for administration of the GSA from February 6, 2023, to February 29, 2027, under the Professional Services Agreement by and between Santa Monica and Dudek (“PSA”) dated February 6, 2023, attached hereto as Exhibit A and incorporated herein by reference. Nothing in this Cost Sharing Agreement is intended to modify, amend, or otherwise alter the provisions of the MOU, or the amendment thereto.

2. Term. The term of this Cost Sharing Agreement shall commence upon full execution by the Parties (“Effective Date”) and remain in effect through February 29, 2027, unless extended by unanimous written agreement of the Parties or sooner terminated upon written notice submitted by one or more of the Parties to all other Parties.

3. Cost Sharing. The costs subject to this Cost Sharing Agreement shall be limited to the costs incurred and paid to GSA Consultant by Santa Monica for administration of the SMBGSA in accordance with the PSA (“GSA Consultant Costs”), which shall not exceed $887,580 total and shall be allocated among the parties as follows:
(i) LADWP’s share is 20%, for a maximum expenditure of $177,516 total for the five-year period;
(ii) The County’s share is 20%, for a maximum expenditure of $177,516 total for the five-year period;
(iii) Beverly Hills’ share is 2%, for a maximum expenditure of $17,520 total for the five-year period;
(iv) Culver City’s share is 10%, for a maximum expenditure of $87,629 total for the five-year period; and
(v) Santa Monica shall bear the remaining costs of the PSA.

Pursuant to MOU Section 5, no other costs or fees shall be undertaken by the SMBGSA and allocated to the Parties unless mutually agreed upon by the Parties in writing through an amendment to the MOU, the bylaws, or another binding document.

4. Invoicing.

A. Santa Monica shall be solely responsible for paying the GSA Consultant consistent with the terms of the PSA. For GSA Consultant Costs incurred and paid, Santa Monica shall invoice each of the other Parties for reimbursement pursuant to Section 3 above, as follows:
(i) No later than sixty (60) days after the Effective Date, for the services provided by GSA Consultant from February 6, 2023, to June 30, 2024; and
(ii) No later than sixty (60) days after the end of each fiscal year for services provided by GSA Consultant Costs each fiscal year thereafter. Fiscal year is defined as July 1 through June 30. 3 B. In each invoice, Santa Monica shall state the total amount of the GSA Consultant Costs for the billing period and the Party’s share. Santa Monica shall also provide the underlying GSA Consultant invoices and proof of payment by Santa Monica.

C. The Parties shall have an opportunity to contest any invoices for fourteen (14) days upon receipt.

5. Right to Audit. During the term of this Cost Sharing Agreement, and for a period of four (4) years after this Cost Sharing Agreement expires or is terminated, Santa Monica shall maintain all records, books, papers and documents reflecting costs incurred and payments made pursuant to this Cost Sharing Agreement. At all reasonable times, Santa Monica shall permit each of the Parties to have access to, examine, copy and audit such records. This Section shall survive the expiration or termination of this Cost Sharing Agreement.

6. General Provisions.

A. Assignment. This Cost Sharing Agreement shall not be assigned by any Party.

B. Attorney's Fees. Each Party has been represented by legal counsel in the course of this negotiation of this Cost Sharing Agreement. Should legal action be instituted by any Party to this Cost Sharing Agreement, to enforce or interpret any provision of this Cost Sharing Agreement, all Parties shall bear their own attorneys' fees.

C. Authorizations. All individuals executing this Cost Sharing Agreement on behalf of the respective Parties certify and warrant that they have the capacity, and have been duly authorized to so execute this Cost Sharing Agreement on behalf of the entity so indicated.

D. Jointly Drafted. Each Party acknowledges that it was represented by its legal counsel during the negotiation and execution of this Cost Sharing Agreement, and that it has had a full and fair opportunity to review and revise the terms of the Cost Sharing Agreement. Each Party further agrees that this Cost Sharing Agreement has been jointly drafted, and that no term contained herein shall be construed against or in favor of another Party.

E. Entire Agreement. In conjunction with the matters considered herein, this Cost Sharing Agreement contains the entire understanding and agreement of the Parties, and there have been no promises, representations, agreements, warranties or undertakings by any of the Parties, either oral or written, of any character or nature binding except as stated herein. This Cost Sharing Agreement may be modified, altered or amended only by an instrument in writing, executed by the Parties to this Cost Sharing Agreement, and by no other means. Each Party waives its right to claim, contest, or assert that this Cost Sharing Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel.

F. Waiver. No waiver of any provision or consent to any action shall constitute a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a Party to provide a waiver or consent in the future except to the extent specifically stated in writing. 4 No waiver shall be binding unless executed in writing by the Party making the waiver, based on a full and complete disclosure of all material facts relevant to the waiver requested.

G. Governing Law. This Cost Sharing Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the State of California, without regard to conflict of law principles.

H. Severability. If one or more of the provisions contained in this Cost Sharing Agreement are invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any manner.

I. Headings. Section headings in this Cost Sharing Agreement are included for convenience of reference only and shall not be given any substantive effect.

J. Notices. All notices and other communications given under the terms of this Cost Sharing Agreement must be in writing and served personally or by certified U.S. mail. Any such notice shall be addressed to the Parties as set forth as follows or to such other address as the Parties may hereafter designate by written notice. The date of receipt of the notice shall be the date of actual personal service or three days after the postmark on certified mail.

Santa Monica LADWP
Sunny Wang David R. Pettijohn
Water Resources Manager Director of Water Resources Division City of Santa Monica 111 North Hope Street, Rm 1460
2500 Michigan Ave., Building 1 Los Angeles, CA 90012
Santa Monica, CA 90404 Phone: (213) 923-4806
Phone: (310) 458-8230 [email protected]
[email protected]
Melanie A. Tory
Supervising Attorney
Water, Sustainability, & Environment Section
DWP Division, Los Angeles City Attorney’s Office
221 North Figueroa Street, Suite 1000
Los Angeles, CA 90012
Phone: (213) 367-4550
[email protected]
Beverly Hills Culver City
Shana Epstein Yanni Demitri
Public Works Director 9770 Culver Boulevard
455 North Rexford Drive Culver City, CA 90232
Beverly Hills, CA 90210 Phone: (310) 253-5630
Phone: (310) 285-1000 [email protected]
[email protected]

5 County
County of Los Angeles
Director of Regional Planning
320 West Temple Street, 13th Floor
Los Angeles, CA 90012
Phone: (213) 974-6401
Fax: (213) 626-0434
Any Party may change its address by giving the other Parties written notice of its new address as provided above.

K. Relationship of Parties. The Parties shall remain at all times as to each other, wholly independent entities. No Party shall have the authority to incur any debt, obligation, or liability on behalf of another Party unless expressly provided by written agreement of the Parties. No employee, agent, or officer of a Party shall be deemed for any purpose whatsoever to be an agent, employee or officer of another Party.

L. No Attorney’s Fees. The parties agree that, in any action to enforce the terms of this Cost Sharing Agreement, each Party shall bear its own attorneys’ fees and costs.

M. No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement and nothing in this Cost Sharing Agreement, express or implied, is intended to confer on any person other than the Parties hereto any rights, remedies, obligations or liabilities.

N. Execution in Counterparts. This agreement may be executed in counterparts, each of when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument. [signature pages follow]

6 IN WITNESS WHEREOF, the Parties have executed this Cost Sharing Agreement.

CITY OF SANTA MONICA
By:

DOUGLAS SLOAN
City Attorney
Date:

7 IN WITNESS WHEREOF, the Parties have executed this Cost Sharing Agreement.

DEPARTMENT OF WATER AND POWER OF

THE CITY OF LOS ANGELES BY BOARD OF

WATER AND POWER COMMISSIONERS
By signing below, the signatories attest that
they have no personal, financial, beneficial, or
familial interest in this contract.

By:

JANISSE QUIÑONES
Chief Executive Officer and Chief Engineer
Date:

And:

CHANTE MITCHELL
Board Secretary

8 IN WITNESS WHEREOF, the Parties have executed this Cost Sharing Agreement.

CITY OF BEVERLY HILLS
By:

NANCY HUNT-COFFEY
City Manager of the City of Beverly Hills
Date:

9 IN WITNESS WHEREOF, the Parties have executed this Cost Sharing Agreement.

CITY OF CULVER CITY
By:

JOHN NACHBAR
City Manager
Date:

APPROVED AS TO CONTENT
By: ________________________________

YANNI DEMITRI
Public Works Director/City Engineer

APPROVED AS TO FORM
By: ________________________________

HEATHER BAKER
City Attorney
10 APPROVED AS TO FORM:

COUNTY OF LOS ANGELES
DAWYN R. HARRISON
County Counsel
By:

Deputy
Date:

Exhibit A
Professional Services Agreement
by and between Santa Monica and Dudek dated February 6, 2023 [Behind this page]
DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO Agreement No. 11342 (CCS)

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement"), entered into as of 2/6/2023 ("Execution Date"), by and between the City of Santa Monica ("City") and Dudek ("Consultant"), is made with reference to the following:

RECITALS:

A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. Consultant is qualified to do business, and is doing business, in the State of California. Consultant represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. The City and Consultant now desire to enter into an agreement for Consultant to provide professional services to the City.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on February 29, 2028, unless sooner terminated in accordance with Section 14.

2. Consultant Services. Consultant will perform all of the services ("Services") described in Exhibit A, Scope of Services. Consultant will complete the Services in accordance with Exhibit B, Budget.

3. City Services. The City agrees to:

3.1 Make available to Consultant any currently existing documents, data or information required for the performance of the Services.

3.2 Designate a representative authorized to act on behalf of City.

3.3 Promptly examine and render findings on all documents submitted for staff review by Consultant.

4. Compensation. The City will compensate Consultant for the Services performed in an amount not to exceed $1,141,995, as set forth in Exhibit B.

5. Invoices. Consultant will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.

6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:

6.1 All notices, demands, requests or approvals to the City:

City of Santa Monica
Water Resources Division
2500 Michigan Ave, Bldg 1
Santa Monica, California 90404
Attention: Lisette Gold
Re: Agreement No. 11342 (CCS)
with a copy to:

Santa Monica City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Agreement No. 11342 (CCS)

6.2 All notices, demands, requests or approvals to Consultant:

Dudek
605 Third Street
Encinitas, CA 92024
Attention: Jill Weinberger
[email protected]
Re: Agreement No. 11342 (CCS)

7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.

Neither the City nor its officers or employees will have any control over the conduct of Consultant or any of Consultant's agents, employees, or subconsultants, except as otherwise provided in this Agreement.

8. Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and Consultant, and approved as to form by the City Attorney.

9. Insurance. Prior to commencing work, Consultant must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by Consultant or Consultant's agents, representatives, employees or subconsultants for the duration of this Agreement. Consultant must obtain insurance that, at a minimum, meets the DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.

10. Defense and Indemnification.

10.1 Indemnification. As to Consultant's Services produced under this Agreement, Consultant agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, "City") from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney's fees, or payments for injury to any person or property (collectively, "Losses") caused or claimed to be caused by the acts, errors and/ or omissions of Consultant, or Consultant's employees, agents, officers, and subconsultants. Consultant's responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of Consultant, its employees, agents or officers, or subconsultants; provided, however, that Consultant's duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding Consultant's obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Consultant, if City chooses to do so.

Notwithstanding the foregoing, with respect to any professional liability claim or lawsuit, this indemnity does not include providing the primary defense of City, provided, however, Consultant shall be responsible for City's defense costs to the extent such costs are incurred as a result of Consultant's negligence, recklessness or willful misconduct.

10.2 Enforcement Costs. Consultant agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.

11. Prohibition Against Transfers.

11.1 Consultant may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City's consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.

11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant or of any general partner or joint venturer or syndicate member of Consultant, if a partnership or joint venture or syndicate exists, which results in changing the control of Consultant, will be DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.

12. Permits and Licenses. Consultant, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.

13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.

14. Default and Termination.

14.1 If Consultant fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City's written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Consultant.

14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days' written notice to Consultant. Upon termination of this Agreement, City will pay Consultant any compensation earned and unpaid up to the effective date of termination.

15. Compliance with Law. Consultant must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City.

16. Discrimination. Consultant may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.

17. Nuisance. Consultant may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

18. Records.

18.1 Consultant must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Consultant must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

18.2 Consultant must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles.

Consultant must clearly identify all records and make them readily accessible to the City. At the City's request, Consultant must provide records in an DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO electronic format and, if necessary, access to any proprietary software to view such electronic records.

18.3 Consultant must allow the City to have free access to Consultant's books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit Consultant's records, and Consultant agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by Consultant, Consultant agrees to pay the cost of the City's audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.

19. Work Product; Reports.

19.1 Any work product prepared or caused to be prepared by Consultant or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by Consultant or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Consultant without prior written approval by City.

19.2 At the City's request, Consultant must furnish reports concerning the status of the Services.

20. Standard of Care. Consultant agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of Consultant's profession currently practicing in the same locality under similar conditions.

21. Subconsultants.

21.1 If Consultant proposes to have any subconsultant perform any part of the Services, Consultant must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant' s services. The City, in its sole discretion, may grant or deny the request.

21.2 Consultant will be responsible for the quality of any subconsultant' s work.

Every subcontract or agreement of any kind entered into between Consultant and any subconsultant (or between any subconsultant and others) must contain the following provision:

This agreement is consistent with all terms and conditions of the Agreement No. 11342 (CCS) entered into between the City of Santa Monica and Consultant
2/6/2023 on _
DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO

22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.

23. Venue and Jurisdiction. The City and Consultant agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.

24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.

II
II
II
II
II
II
II
DocuSign Envelope 1D: 96846205-7902-4223-BA88-52C846A11CC0

25. Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document, All counterparts shall be construed together and shall constitute a single modification.

Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).

26. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.

Exhibit A
Exhibit B
Exhibit C
Scope of Services
Budget
Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

ATTEST.

Denise Anderson-Warren
City Clerk
2/7/2023

APPROVED AS TO FORM,

DOUGLAS SLOAN
City Attorney
1/26/2023

CITY OF SANTA MONICA,
a municipal corporation
GOocuS+an•d by:

By, �M" .

David White
City Manager
2/6/2023
Dudek
r-:OocuSlgn•d by:
.Ue
Joe Monaco
President and CEO
1/27/2023
DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO Exhibit A
Scope of Services
Technical Support
The GSP for the Santa Monica Subbasin is a living document that is designed to change as new data become available, and new projects and management actions begin to impact groundwater conditions.

Additionally, new regulations developed by state and local agencies in response to the ongoing drought, changes in state and local regulations for use of recycled water, and evolving City water use initiatives all impact the hydrogeological understanding of the Sub basin. Changing conditions in the Subbasin from both a water demand and water supply perspective will require evaluation separate from the work specified in Tasks 2 through 7 of this proposal.

This task includes hours for the Dudek team to provide technical support to the City on an as-needed, task-specific basis. Although any evaluation conducted as part of this task will be determined through discussion with the City, such analyses could include:
• Coordinating with GSA member agencies on local and regional planning initiatives Reviewing regulations and preparing memoranda for City information • Preparing presentations for Subbasin stakeholders and DWR • Responding to DWR comments on the GSP (if necessary)
• Preparing the 5-year GSP evaluation (5-year evaluation task) Dudek will coordinate with the City to define a specific scope and budget for each evaluation and will obtain City approval to begin work prior to the start of any evaluation requiring more than four hours of time under this task.

Dudek will coordinate with the City to define a specific scope and budget for each evaluation and will obtain City approval to begin work prior to the start of any evaluation requiring more than four hours of time under this task.

Assumptions:
• Dudek assumes up to 10 hours of time per month for the years in which the 5-year evaluation is not being prepared
• Dudek assumes up to 30 hours per month in years where the 5-year evaluation is being prepared
Deliverables:
• Emails, data reports, letters, and analyses in original electronic file form GSP Annual Reports
The GSP annual reports are divided into three primary sections: (1) background and plan area description, () groundwater conditions, and (3) GSP implementation progress. The background and plan area description includes information on the SMBGSA, the GSP, and hydrogeologic setting of the Sub basin. The groundwater conditions section contains the majority of the data in the report, including groundwater elevations, groundwater extraction volumes, surface water supply, total water available, and the change in groundwater in storage. The GSP implementation progress section documents the tangible progress made by the City and SMBGSA over the past year to maintaining the sustainable use of groundwater in the Subbasin and ensuring that the sustainability goal continues to be met. Each of these sections is discussed in more detail below.

DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO General Information
The majority of the text in the background and plan area section will not change between annual reports. However, the calculation of the average annual precipitation and description of cumulative daily average flows at the Ballona Creek stream gauge will need to be updated. Dudek is familiar with the data sources for the precipitation and stream gauge stations and will download, review, and update the necessary components of the plan area and background section for the annual reports.

Groundwater Elevation Contour Maps and Hydrographs
Dudek will work with the City to obtain the updated water levels for each of the City's well fields, and any other monitor well data the City collects. Dudek assumes the City will provide water levels for the first and second halves of each year. Although the GSP recommended collecting water levels within a two-week window, Dudek recognizes that the City and SMBGSA will continue to prioritize filling data gaps and will work toward this shortened collection window over time. Dudek will update the groundwater elevation contour maps and hydrographs from the annual report submitted to DWR in March of 2022. These maps and hydrographs will be used as the basis for writing the text of the groundwater elevations section of the annual report. Dudek will also compare the 2021 groundwater elevations to the minimum threshold and measurable objective selected at each representative monitoring point in the Subbasin.

Groundwater Extraction
Dudek will update the groundwater extraction section of the annual report using the data provided by the City. Dudek recommends maintaining five years of data on the groundwater extraction table in the Annual Report. This will provide the appropriate context for discussing GSP implementation and meeting the sustainability goal later in the document.

Surface Water Supply
Dudek will work with the City and SMBGSA member agencies to obtain data on imported surface water supplies. There are no locally derived surface water supply sources in the Subbasin.

Total Water Use
The total water use, or total water available, section of the annual report tabulates the groundwater extractions, surface water supply, imported water, and recycled water used in the basins. Dudek will use the spreadsheets created for the annual report submitted to DWR in 2022 to update these volumes for the Subbasin.

Change in Groundwater Storage
The Dudek team will use the Los Angeles Coastal Plain Groundwater Model developed by USGS to calculate change in storage in the Ballona and Silverado aquifers. The model will be extended to include groundwater production from the City of Santa Monica well fields and recharge for each water year. In the first annual report, production and injection volumes in the West Coast Basin, adjacent to the Santa Monica Sub basin, were updated using reported data for water vear 2021. If the production and injection data are available for the West Coast Basin, the model will continue to be updated with the most current reported water year data. If they are not available, prior year volumes may be used to extend the model.

DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A11CC0 The text of the change in the groundwater storage section will discuss the linkage between the model layers and the aquifers and aquitards in the Subbasin, limitations on data coverage, if present, the impact of climate on groundwater elevations, and the total change in storage for the Silverado and Ballona aquifers.

Figure 1. Storage Change Map for the Silverado Aquifer, Water Year 2020 Gsp P D DUDEK 6 ---
rogress 'o--ts.<.-
. .%. . Leh
--- - ----
Dudek will work with the City and SMBGSA member agencies to document the ongoing sustainable management of the Subbasin, including any projects chat were implemented, ordinances chat were passed by SMBGSA, and data gaps that were filled.

Annual Reports
Dudek will prepare one draft annual report for City and SMBGSA member agency review by March 15 of each year of the contract. Dudek will then revise the annual reports based on comments received.

Assuming the SMBGSA member agencies will provide comments on the draft annual report within one week of receiving the report, Dudek will provide the final annual reports, cables, and GSP Annual Reporting Elements Guide to the City by March 26. This will allow four business days to submit the annual report to DWR by April 1, 2021.

DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO Assumptions:
• The City will provide groundwater production data for all City wells for each water year
• The City will provide the groundwater elevation data for all wells in the monitoring network within the City's jurisdiction
Deliverables:
• One (1) draft annual report for the Subbasin in original electronic file format (e.g., MS Word, MS Excel, ArcGIS, etc.)
• One (1) final annual report, tables, and GSP Annual Reporting Elements Guide in original electronic file (e.g., MS Word, MS Excel, ArcGIS, etc.) and Adobe PDF formats
• Dudek will submit the annual report and GSP Annual Reporting Elements Guide to DWR between March 26 and April 1 of each year of the contract • Dudek will use the DWR monitoring network module on the SOMA portal to update the groundwater levels for each well in the GSP monitoring network by April 1 of each year of the contract
Data Gap Analysis and Grant Writing Support
Data Gap Analysis
An initial data gap analysis was conducted as part of the GSP. Since that analysis was completed, the City has developed additional potential projects for the Subbasin and conducted additional stakeholder outreach efforts. Under this task, Dudek envisions reviewing and updating the data gap analysis conducted for the GSP and working with the City, SMBGSA member agencies, and stakeholders to prioritize the remaining data gaps and identify funding sources. The following are remaining data gaps that are of a high priority in the Subbasin:
• Monitoring all groundwater production in the Subbasin • Conducting a review and update of the well network currently identified in the DWR well database to cross-check potential well locations and clarify which wells are no longer active or have been destroyed
• Installing monitoring wells closer to the coast to provide additional monitoring for seawater intrusion
INTERA will support the Dudek team on the data gap analysis task by evaluating key areas of uncertainty in the model that have an impact on the sustainable management criteria such as groundwater levels, potential seawater intrusion, and basin storage estimates. As part of this analysis, INTERA will assess the model calibration in key areas and recommend additional data collection with respect to groundwater levels and groundwater quality to refine the model's ability to predict groundwater levels, seawater intrusion, and basin storage.

The primary work product from the data gap assessment portion of this task will be a technical memo documenting the updated analysis, prioritization, and funding options reviewed.

DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO Deliverables:
• Technical memo in original electronic file (e.g., MS Word, MS Excel, ArcGIS, etc.) and Adobe PDF formats
Grant Writing Support
In addition to the data gap assessment, Dudek' s grant writing support team is available to assist the City with grant funding at whatever level is needed. The Dudek team is available to provide the following support for the City and SMBGSA:
• Project Management - Dudek ensures clear communication to streamline the grant preparation process and incorporate all necessary information in grant attachments or deliverables.
• Grant Application Development - Dudek' s priority in completing this application is to maximize the competitiveness of the application to be completely funded by ensuring all attachments of the application are thoroughly and cogently written. • Grant Generation - Dudek' s grant writing experts synthesize information and data to generate thorough, complete, and technically competent application materials for each application component individually and for the application as a whole. • Grant Editing - Prior to submitting the Draft Application materials, Dudek prepares an audit to identify areas where our professionals have determined either more information is needed or where a point can be refined.
• Grant Finalization and Submittal - The Dudek team is experienced in preparing a final application for submittal; verifying that the exact application specifications are met, including page limit, font size, format, file size, and naming convention; and including of all required documents and certifications. Dudek will submit the application to DWR.
• Grant Administration and Reporting - The Dudek team is adept at supporting a GSA in providing properly organized and accurately documented reimbursement request packages, disseminating grant compliance information, and obtaining and retaining evidence of compliance.
• Invoicing and Project Support - Dudek coordinates all invoicing and payment of invoices. We will obtain data for progress reports from individual project managers and assemble and submit progress reports to the state.
• Project Completion Reports and Closeout - Dudek prepares and submits Project Completion and Grant Completion Reports, drawing on the grant progress reports, providing DWR with a complete overview of the projects, discussion of any changes and/or modifications, a comparison to the project/plan as originally scoped and discussed in the grant application, and a summary of project costs and final funds.

The Dudek team can support the City's efforts throughout the entire lifecycle of a grant, individually in any of the categories above, or simply by providing data and editorial support. Dudek will work with the City to identify grant opportunities and discuss the level of support needed for each opportunity.

DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO Deliverables (depending on the services required):
• Grant tracking sheet with application schedule and meeting schedule • Draft and Final Grant Application
• Receipt of submittal
• Records or communication between Dudek, the GSA staff, and DWR, including, but not limited to, emails, meeting agenda, meeting minutes or summaries, task lists, and actionable item lists
• Checklist of documentation requirements and verification of submittal and acceptance by DWR
• Draft and final invoices and associated backup documentation, as well as any relevant emails or correspondence with the project managers and/ or DWR on invoices, items of clarification, eligibility, etc.
• Draft and final quarterly progress reports
• Records of communications between DWR and/ or project managers, including emails, meeting summaries, site visits notes, field inspections, etc. • Draft and Final Grant Completion Report
• Records of Communications
Numerical Groundwater Modeling Support
INTERA supported the SMBGSA GSP and first Annual Report (submitted in 2021)by updating and running the Los Angeles Coastal Plain Groundwater Model (LACGPM) through water year 2020, to assess groundwater levels, potential sea water intrusion, and groundwater storage. For future SMBGSA annual reports, INTERA will extend and update the LACPGM pumping, recharge, and specified head boundaries through the prior water year (e.g., through water year 2022 for the 2023 Annual Report).

Any additional future injection wells will be incorporated into the model. Pumping/injection values will be based on information collected from the City of Santa Monica and other GSA members.

Recharge estimates will be based on precipitation data collected from the National Oceanic and Atmospheric Administration (NOAA) and correlations established in the baseline model between precipitation and recharge. Mountain front recharge from the Santa Monica Mountains will also be scaled based on precipitation. Since the intent of the model is to focus on the SBMGSA area, boundary conditions outside Santa Monica will be extended based on a repeat of prior analogous years.

The updated and extended model will be used to assess basin-wide groundwater levels and storage change for the Annual Report. INTERA will document the model updates and results in a technical memorandum, which may be used as an addendum to the Annual Report. The technical memorandum will include all figures, tables, and graphs needed for the Annual Report.

In addition to supporting the Annual Report, INTERA will also support modeling analysis needed for GSP implementation and project scoping, siting, or feasibility and design studies. Projects could include additional recharge locations, extraction wells, and monitoring wells. INTERA has assumed up to three model simulations to support such analysis.

The SMBGSA GSP will need to be updated in 2025 and 2026 to be submitted by January 2027.

INTERA will support the 5-year update, by performing a comprehensive update to the LACGPM. It is anticipated that the USGS will be refining and revising the LACPGM within the Santa Monica Basin.

Throughout this process, INTERA will communicate and coordinate with the USGS to identify areas of uncertainty and additional refinement and ensure that model updates reduce existing uncertainties, develop better understanding of the hydrogeology and groundwater conditions in the Sub basin, and support sustainable groundwater management in the SMBGSA.

DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO INTERA will coordinate with the USGS to get the latest version of the LACPGM and extend and update that, as needed for the 5-year update. It is anticipated that DWR will release revised climate change factors datasets to be used for the predictive simulations for the GSP. INTERA will incorporate DWR climate change factors into the 50year predictive analysis required for the revised GSP and support the Dudek team in evaluating future groundwater levels, potential seawater intrusion, and groundwater storage conditions relative to minimum thresholds and measurable objectives. INTERA may perform particle tracking simulations with the LACPGM to evaluate potential seawater intrusion under future conditions. INTERA will document the model updates and results in a technical memorandum, which may be used as an addendum to the GSP 5year update. The technical memorandum will include all figures, tables, and graphs needed for the updated GSP.

Assumptions:
• Up to three (3) model scenarios to support project scoping, siting, feasibility and design for GSP implementation
Deliverables:
• Technical memo documenting progress in original electronic file (e.g., MS Word, MS Excel, ArcGIS, etc.) and Adobe PDF formats.

SMBGSA Website Update and Data Support
The SMBGSA website is currently hosted by the City and was designed to manage the information associated with the GSP development process. Now that the GSP has been submitted to DWR, the Dudek team understands that the City would like assistance re-organizing the website to make it more user friendly and to accommodate the additional information that is being generated in association with the implementation of the GSP. This information includes documentation of the SMBGSA Board meetings through meeting minutes, meeting agendas, meeting presentations, meeting videos, and resolutions or ordinances passed by SMBGSA. This information also includes reports and data provided to DWR, such as the GSP annual reports and memos or supplemental studies generated as part of the GSP implementation process.

The Dudek team will coordinate with the City to ensure that all necessary information is posted to the website in a timely manner. We understand that City staff have multiple roles and that updates to the website should be planned with sufficient notice to allow for staff schedules. At the beginning of the contract, Dudek will work with the City to develop a calendar for exchanges of information and required dates for information uploads to the SMBGSA website. This calendar will be used by both the Dudek team and the City to ensure that SMBGSA remains in compliance with statutory and regulatory requirements for posting meeting notices and other information to the website for public review.

In addition to the meeting information function of the website, the SMBGSA website can also be used as a data repository. Dudek has developed multiple data management systems that have user-friendly public website interfaces. Dudek will discuss with the City the development of a data management system specific to the GSP and compliant with SGMA to house information necessary for developing the GSP annual reports and periodic evaluations. This system can be used to assist the SMBGSA with organizing data used to generate the required reports under SGMA.

Deliverables:
• Technical memo on data management system in original electronic file format • Calendar of critical dates for website management
DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO • Files, in PDF format, for upload to the SMBGSA website • Memo of recommended revisions to the SMBGSA website
• SOMA compliant data management system
SMBGSA Board Meeting Facilitation and Stakeholder Engagement Dudek understands that the City and SMBGSA require assistance in facilitating SMBGSA Board of Director's meetings. Dudek is currently functioning as the facilitator for these meetings, coordinating with the City and GSA member agencies to prepare and post meeting agendas, meeting minutes, resolutions, and letters of support for consideration by the Board. Additionally, Dudek hosts the zoom meetings and prepares the recordings of the meetings for upload to the SMBGSA website. The SMBGSA Board meetings are a critical venue for stakeholder engagement during the GSP implementation process, and Dudek is familiar with several interested stakeholder groups who are engaged with the SMBGSA and GSP implementation. Dudek understands the importance the City and SMBGSA place on continuing to engage with stakeholders and recognizes the ongoing commitment of the SMBGSA Board to include stakeholder ideas, data, and projects to fill data gaps and improve the understanding of the Subbasin as the GSP is implemented. Dudek is prepared to support SMBGSA as projects are developed through cooperative dialogue with the diverse stakeholder groups in the Subbasin.

In addition to SMBGSA Board meetings, Dudek also recognizes the importance of reaching out to stakeholder groups through existing mechanisms at the level of each SMBGSA member agency. The member agencies engage through community group meetings, and the City has a Commission on Sustainability, Environmental Justice, and the Environment. Dudek will work with the member agencies to identify appropriate community meetings and events at which to present information on the GSP implementation, provide multiple avenues for stakeholder engagement, and ensure that disadvantaged communities within the Subbasin are included in the GSP implementation process.

INTERA will support the Dudek team on Board Meetings and Stakeholder Engagements, as needed.

INTERA will present results from the modeling analysis and communicate key findings and recommendations for Annual Reports, on-going GSP implementation, and GSP updates. For the purpose of this proposal, we have assumed INTERA' s involvement in 2 Board/Stakeholder meetings, every year.

Assumptions:
• SMBGSA Board meetings will occur quarterly, via zoom. • INTERA will attend up to two (2) meetings per year
DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO Deliverables:
• SMBGSA Board meeting draft agendas, delivered 10 days before the meeting • SMBGSA Board final agenda delivered 5 business days before the meeting • Draft and final meeting minutes
• Zoom video of SMBGSA Board meetings delivered 10 business days after each meeting • SMBGSA Board resolutions and other documents (as needed) Project Management
Dudek will attend project meetings and prepare monthly progress reports for submittal with our monthly invoices. Dudek anticipates requiring eight (8) hours of staff time per month for project management. Dudek has budgeted two (2) hours of staff time for Jill Weinberger, Matt Naftaly, Jane Gray, and Amy Lynn-Williams to attend the kickoff meeting.

Deliverables:
• Monthly email progress reports submitted with the project invoices in Adobe PDF format
• Four (4) hours per month for project management
• Two (2) hours for the project kickoff meeting for four (4) staff members DoouSign Ervelope ID: 96846205-7902-4223-8488-5208464110CO

EXHIBITB

BUDGET DUDEK
Table 2. Dudek Fee Estimate for the First Year of the Project Sr. Hydrogeologist IN/
Project Team Role Engineer N
Dudek Labor Hours and Rates Subconsultant Fees
principal Project Project INTERA Hydrogeologist/ Senior Hydrogeologist / Creative Hydrogeologist Ill/ Total Erik Porse Technical Engineer Il Spelallst IV Engineer V Services IV Engineer Ill Specialist Ill Analyst V Dudek Dudek Technical Support Support Task Billable Rate: $300.00 $250.00 $255.00 $205.00 $170.00 $185.00 $175.00 $140.00 Houts Labor Costs Fee Total Fee 1 Technical Support 4 20 48 8 40 120 $24,800 $2.,000 $26,800 2 GsP Annual Reports 8 80 16 20 124 $26.220 $25.220 3 Data Gap Analysis 8 16 8 20 20 72 $14,420 $2,000 $3,660 $20,080 and Grant Writing Support
4 Numerical 8 8 8 24 $6,040 $26,060 $32,100
Groundwater
Modeling Support
5 $GMA Website 8 20 20 48 $10,200 $10,200
Update and Data
Support
6 $MBGSA Board 32 32 32 20 40 156 $33,420 $3,610 $37,030 Meeting Facilitation
and Stakeholder
Engagement
7 Project 28 2 26 56 $14,240 $14,240
Management
Total Hours 96 28 50 222 24 80 40 60 600
Total $28,800 $7,000 $12,750 $45,510 $4,080 $14,800 $7,000 $8,400 $128,340 $4,000.00 $33,330.00 $165,670 Peroent of lours (bare) 16% 5% 8% 37% 4%% 13% 7% 10%
Dudek estimates that the hours required in the second year of the project would be the same as those required in the first year of the project, but that Dudek, INTERA, and Dr. Eric Porse's rates would increase by 5%. Therefore, the total budget estimate for year 2 is 5% greater than that shown in Table 2. Dudek also estimates that the hours required for year S of the contract would be the same as those required for years 1 and 2, but that the Dudek and [NTERA rates would have increased by 5% each year since the start of the contract. Therefore, the total budget estimate for year 5 is 21.5% greater than the total budget shown in Table 2 for year 1 of the contract.

DoouSign Ervelope ID: 96846205-7902-4223-8488-5208464110CO DUDEK
Table 3 presents Dudek's fee estimate, hours, and percent of budget for each pay classification for the third year of the project Table 3. Dudek's Fee Estimate for the Third Year of the Project Dudek Labor Hours and Rates Suboonsuttant Fees 1--.. 1111111 ·· 111111111111• ■1■ 73 EZZZZL'/4 E ZETES% @; ii E 52SEE HJ 2 EETTI! £TE = IE.DIE THEDE' REE E 1 Technical Support
C3ED
40 EE3
20 EE3CELE3
150
CE
4 E4
IE
240
CEEEDEE3Els»
494 $99,630 $2,000
L
$43,520 $145,150
2 GSP Annual 8 80 16 20 124 $25.220 $25.220
Reports
3 Data Gap Analysis 2
and Grant Writing Support
4 Numerical 8
Groundwater Modeling Support
5 SGMA Website 2
Update and Data Support
6 $MBGSA Board 32
Meeting Facilitation and Stakeholder Engagement
7 Project 28
Management
Total Hours 120
Total $36,000
Percent of lours (Base,) 12%
8 $7,000
32 $14,790
8 8 8
80 360
$73,800 $10,200
8 $49,580
20 20
$7,000
20 60
$8,400
$14,660
$6,040 $3,720
$43,260 $14.240
$206,770
$2.000
$4,000.00
$4,260
$30,440
$4,180
$82,400.00
$20,920 $36,480
$3,720
$47,440 $14,240
$293,170
This estimate includes additional time for preparation of a 5-year GSP evaluation to be submitted to DWR, The fee for the 4 year is anticipated to be 5% higher than that in the 3 year. The Dudek team will bill on a time-and-materials basis.

DocuSign Envelope 1D: 96846205-7902-4223-BA88-52C846A11CC0 DUDEK
Table 4 presents the total fee estimate for years 1 through 5 of the contract.

Table 4. Total Fee Estimate for Years 1-5 of the Contract Year of Contract
1 2 (optional)
3 (optional)
4 (optional)
5 (optional)
Total Estimated Cost for 5-year Project
Estimated Cost
$165,670
$173,955
$293,170
$307,825
$201,375
$1,141,995
The cost estimate for year 1 of the contract is shown with associated hourly breakdown in Table 2.

The cost estimate for year 2 of the contract is 5% higher than that shown in year 1. The cost estimate for year 3 of the contract is shown with associated hourly breakdown in Table 3. This increased cost reflects the preparation of the 5-year GSP evaluation.

The cost estimate for year 4 of the contract is 5% higher than that shown in year 3, as the 5-year GSP evaluation costs are divided between years 3 and 4.

The estimated hours for year 5 of the contract are the same as they are for years 1 and 2 (see Table 2).

The cost estimate for year 5 of the contract is based on a 5% annual increase in rates between years 1 and 5 of the contract.

Each invoice will identify the hours expended by each staff member and the budget remaining after that invoice.
•
Santa Monica Groundwater Sustainability Plan Implementation 26 DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO

EXHIBIT C
Professional Services Agreement Insurance Requirements
Professional Liability Insurance Required
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.

Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers' Compensation: Workers' Compensation insurance as required by the State of California, with Statutory Limits and Employers' Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).

4. Professional Liability: Insurance appropriate to the Consultant's profession with limits of no less than $1,000,000 peroccurrence or claim/$2,000,000 in the annual aggregate.

If the Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.

Other Insurance Provisions

1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on 1 DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 3 7).
b. Primary Coverage: For any claims related to this Agreement, the Consultant's insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it. e. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.

Claims Made Policies

1. If the Professional Liability policy provides "claims made" coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
2 DocuSign Envelope ID: 96846205-7902-4223-BABB-52CB46A 11 CCO c. If the policy is cancelled or not renewed, and not replaced with another "claims made" policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase "extended reporting" coverage for a minimum of 5 years after completion of work.

Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant's obligation to provide them.

The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.

Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.

Footnotes
# 1. Workers' Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City's Workers' Compensation Coverage Exemption Declaration Form.
3 Attachment 2
Memorandum of Understanding for the Formation of the
Santa Monica Basin Groundwater Sustainability Agency
This Memorandum of Understanding for the formation of the Santa Monica Basin Groundwater Sustainability Agency (MOU) is made and entered by and among the City of Santa Monica (Santa Monica), a municipal corporation, the City of Los Angeles, by and through its Department of Water and Power (LADWP), the City of Beverly Hills (Beverly Hills), the City of Culver City (Culver City), and the County of Los Angeles (County), each a "Party" and, collectively, the "Parties." WHEREAS, the Sustainable Groundwater Management Act (SGMA), as enacted on September 16, 2014, and codified in California Water Code Section 10720 et seq., is intended to enhance local and sustainable management of groundwater; and WHEREAS, SGMA authorizes local public agencies that have water supply, water management, or land use responsibilities within a groundwater basin to form a Groundwater Sustainability Agency (GSA) to implement SGMA's provisions within that basin; and WHEREAS, each Party is a local public agency that has water supply, water management, or land use responsibilities within the Santa Monica Basin (Basin Number 4-11.01 DWR Bulletin 118) (Santa Monica Basin); and WHEREAS, the Parties desire to collectively manage the Santa Monica Basin within their jurisdictional boundaries; and
WHEREAS, the Parties intend to work collaboratively with each other and other interested parties to develop and implement a single Groundwater Sustainability Plan (GSP) to sustainably and cost-effectively manage groundwater in the Santa Monica Basin pursuant to the requirements of SGMA.

NOW, THEREFORE, incorporating the above recitals herein and exhibit attached, it is mutually understood and agreed by the Parties as follows:

1. PURPOSE. This MOU is entered into by and among the Parties to facilitate a cooperative and ongoing working relationship to comply with SGMA in the Santa Monica Basin by, among other things, forming a GSA and developing and implementing a single GSP. This MOU is not intended to form a new legal entity. 2. SANTA MONICA BASIN GROUNDWATER SUSTAINABILITY AGENCY

2.1 The Parties hereby establish the Santa Monica Basin Groundwater Sustainability Agency (SMBGSA) to sustainably and cost-effectively manage groundwater in the Santa Monica Basin. Page 1 of 11 t-

2.2 The SMBGSA shall only operate within the collective jurisdictions of the Parties within the boundaries of Santa Monica Basin, as depicted on the map incorporated herein as Exhibit "A."

2.3 The SMBGSA shall be governed in accordance with this MOU and any bylaws hereinafter adopted by the Parties. If any conflict arises between this MOU and the bylaws, the terms of this MOU shall govern 3 ROLES AND RESPONSIBILITIES OF THE PARTIES

3.1 Each Party covenants that it has the authority to perform the activities required to accomplish the purposes of this MOU, and will cooperate to implement the following activities and other activities consistent with SGMA in the Santa Monica Basin:
a. Preparing and maintaining a list of interested parties. b. Conducting public outreach and engagement. c. Submitting notification of the formation of the SMBGSA to the California Department of Water Resources (DWR).
d. Consulting and contracting with the United States,
State of California, and adjacent water agencies and individual landowners. e. Entering into coordination agreements with other GSAs and watermasters. f. Conducting investigations and analyzing data. g. Developing, adopting, and implementing a GSP. h. Approving arid collecting groundwater management fees. i. Pursuing financial assistance through grants or similar opportunities. j. Obtaining third-party services for groundwater modeling, data collection, reports, and other related tasks.

3.2 Santa Monica shall serve as the coordinating agency on behalf of the SMBGSA to provide a single point of contact with DWR.

3.3 Santa Monica shall assume primary responsibility for coordinating the administrative functions of the SMBGSA, subject to the terms of this MOU and the unanimous consent of the. Parties. 4 MEETINGS AND DECISION MAKING PROCESS

4.1 Each Party shall appoint one representative (Party Representative) to participate in the SMBGSA on its behalf. Each Party may appoint an alternate representative (Alternate Representative) in case of the Party Representative's absence or inability to act. A Party may replace its Party Representative or Alternate Representative at any time upon providing notice to the other Parties.

4.2 The Party Representatives shall meet as necessary to fulfill the obligations under this MOU and SGMA, including but not limited to considering the interests of groundwater beneficial users located in the Santa Monica Basin pursuant to California Water Code Section 10723.2. Meetings shall be conducted in accordance with SGMA and any bylaws hereinafter adopted by the Parties.

4.3 All actions undertaken by the SMBGSA shall be by unanimous consent of the Parties. The Parties understand and agree that such consent may require further action by the Parties' respective governing bodies.

5. FUNDING. Each Party shall bear its own costs until the SMBGSA becomes the exclusive GSA in the Parties' collective jurisdictions pursuant to California Water Code Section 10723.8. No further costs will be undertaken by or allocated to any of the Parties until a principle for cost distribution is agreed upon and reflected in an amendment to this MOU, bylaws, or another binding document.

6. TERM. This MOU shall become effective upon each Party's execution and shall terminate on January 31, 2042. The Parties may terminate this MOU sooner by unanimous written consent.

7. WITHDRAWAL. Any Party may unilaterally withdraw from this MOU without causing or requiring termination of the MOU upon providing 30 days prior written notice to the other Parties. Any withdrawing Party shall pay its share of any expenses incurred or accrued in accordance with section 5 of this MOU up to the date of withdrawal. The non-withdrawing Parties may elect to continue implementation of SGMA jointly under this MOU for the governance of the lands lying within the jurisdiction of the non-withdrawing Parties.

8. AMENDMENTS AND WAIVER. No amendment or waiver of any provision of this MOU, nor consent to any departure, shall be effective unless in writing and signed by each Party, and then such waiver or consent shall be effective only in the specific instances and for the specific purpose given.

9. NO LIABILITY. No Party, nor any board, director, officer, or representative of a Party, shall be responsible for any damage or liability occurring by reason of any other Party's performance or non-performance of its obligations under this MOU.

10. NOTICES. All notices and other communications given under the terms of this MOU must be in writing and served personally or by certified U.S. mail. Any such notice shall be addressed to the Parties as set forth as follows or to such other address as the Parties may hereafter designate by written notice. The date of receipt of the notice shall be the date of actual personal service or three days after the postmark on certified mail.

Santa Monica
Gil Borboa
Water Resources Manager
City of Santa Monica
1212 5" Street, 3 Floor
Santa Monica, CA 90401
(310) 458-8230
[email protected]
Beverly Hills
Shana Epstein
Public Works Director
455 North Rexford Drive
Beverly Hills, CA 90210 (310) 285-1000
[email protected]
County County of Los Angeles
Mitch Glaser, Assistant Administrator
320 West Temple Street
Los Angeles, CA 90012 Phone: (213) 974-4971 Fax: (213) 626-0434

LADWP
David R. Pettijohn
Director of Water Resources Division
111 North Hope Street, Rm 1460
Los Angeles, CA 90012
(213) 923-4806
David.Pettijohn@L_ADWP.com
Culver City Charles D. Herbertson 9770 Culver Boulevard Culver City, CA 90232 (310) 253-5630
[email protected]

11. WATER RIGHTS. Nothing herein shall be construed or interpreted as authorizing the SMBGSA to make a binding determination regarding the water rights of any person or entity, including, without limitation, any Party. 12. LAND USE AUTHORITY. Nothing herein shall be interpreted as superseding the land use authority of cities and counties, including the city or county general plans, within the Santa Monica Basin. 13. RELATIONSHIP OF PARTIES. The Parties shall remain at all times as to each other, wholly independent entities. No Party shall have the authority to incur any debt, obligation, or liability on behalf of another Party unless expressly provided by written agreement of the Parties. No employee, agent, or officer of a Party shall be deemed for any purpose whatsoever to be an agent, employee or officer' of another Party. 14. GOVERNING LAW. This MOU shall be interpreted, construed, and governed according to the laws of the State of California without regard to conflict of law principles.

15. VENUE. Any suit, action, or proceeding brought under the scope of this MOU shall be filed in the County of Los Angeles, State of California. The foregoing, however, shall not limit any Party's right to seek a change of venue under applicable law.

16. NO ATTORNEYS' FEES. The Parties agree that, in any action to enforce the terms of this MOU, each Party shall bear its own attorneys' fees and costs.

17. JOINTLY DRAFTED. Each Party acknowledges that it was represented by its legal counsel during the negotiation and execution of this MOU, and that it has had a full and fair opportunity to review and revise the terms of this MOU. Each Party further agrees that this MOU has been jointly drafted, and that no term contained herein shall be construed against or in favor of another Party.

18. SEVERABILITY. If one or more of the provisions contained in this MOU are invalid, il egal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any manner.

19. HEADINGS. Section headings in this MOU are included for convenience of reference only and shall not be given any substantive effect.

20. ENTIRE AGREEMENT. This MOU constitutes the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral, with respect thereto. 21. COUNTERPART EXECUTION. This Agreement may be executed in counterparts and each executed counterpart shall be effective as the original.

22. NO THIRD PARTY BENEFICIARIES. This MOU is not intended, and will not be construed, to confer a benefit or create any right on a third party or the power or right to bring an action to enforce any of its terms. [signature pages follow]

IN WITNESS WHEREOF, each Party hereby has caused this MOU to be executed as of the date and year written below:

DEPARTMENT OF WATER AND POWER

OF THE CITY OF LOS ANGELES BY

BOARD OF WATER AND POWER COMMISSIONERS
DAVID H. WRIGHT
General Manager
Date:

And: Mela a. e hoedbs, BARBARA E. MOSCHOS
Secretary
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APPROVED AS TO FORM AND LEGALITY
MICHAEL. N. FEUER, CITY ATTORNEY
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k "ihiNst#tord r6 DEPUTY CITY ATTORNEY

IN WITNESS WHEREOF, each Party hereby has caused this MOU to be executed as of the date and year written below:

ATTEST:

Aerie oloodour Alba

DENISE ANDERSON-WARREN
City Clerk
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IN WITNESS WHEREOF, each Party hereby has caused this MOU to be executed as of the date and year written below:

APPR VED AS TO FORM:

Cw
City Attorney

IN WITNESS WHEREOF, each Party hereby has caused this MOU to be executed as of the date and year written below: ATTEST:
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JEREMY GREEN
City Clerk

CITY OF CULVER CITY
By:_ -�--- - JOHN M. NACHBAR
City Manager

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IN WITNESS WHEREOF, each Party hereby has caused this MOU to be executed as of the date and year written below:

COUNTY OF LOS ANGELES
APP�FORM: /y ten MARY C. WICKHAM
County Counsel
' ·KNER
Dir I Planning

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Attachment 3

ORIGINAL

FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING

FOR THE FORMATION OF THE SANTA MONICA BASIN

GROUNDWATER SUSTAINABILITY AGENCY
This First Amendment to Memorandum of Understanding for the formation of the Santa Monica Basin Groundwater Sustainability Agency (First Amendment), as of executed date, is made and entered by and among the City of Santa Monica (Santa Monica), a municipal corporation, the City of Los Angeles, by and through its Department of Water and Power (LADWP), the City of Beverly Hills (Beverly Hills), the City of Culver City (Culver City), and the County of Los Angeles (County), each a "Party" and, collectively, the "Parties."
WHEREAS, the Sustainable Groundwater Management Act (SGMA), as enacted on September 16, 2014, and codified in California Water Code Section 10720 et seq., is intended to enhance local and sustainable management of groundwater; and WHEREAS, SGMA authorizes local public agencies that have water supply, water management, or land use responsibilities within a groundwater basin to form a Groundwater Sustainability Agency (GSA) to implement SGMA's provisions within that basin; and
WHEREAS, each Party is a local public agency that has water supply, water management, or land use responsibilities within the Santa Monica Basin (Basin Number 4-11.01 DWR Bulletin 118) (Santa Monica Basin); and WHEREAS, the Santa Monica Basin has been designated as a medium priority basin; and
WHEREAS, the Parties desire to collectively manage the Santa Monica Basin within their jurisdictional boundaries; and
WHEREAS, the Parties intend to work collaboratively with each other and other interested parties to develop and implement a single Groundwater Sustainability Plan (GSP) to manage groundwater sustainably and cost-effectively in the Santa Monica Basin pursuant to the requirements of SGMA; and
WHEREAS, the Parties have entered into that certain Memorandum of Understanding for the Formation of the Santa Monica Basin Groundwater Sustainability Agency (MOU) in accordance with California Water Code section 10723.6; and WHEREAS, the Parties desire to authorize Santa Monica to develop the GSP in accordance with the terms and conditions of this First Amendment; and NOW, THEREFORE, incorporating the above recitals herein and exhibit attached, it is mutually understood and agreed by the Parties as follows:

1. AUTHORIZATION TO DEVELOP THE GSP. In addition to any duties assigned to Santa Monica under the MOU, Santa Monica shall develop the GSP, including, more specifically, the following tasks:
(i) The execution of a professional services agreement (PSA) with Dudek (Consultant).
(ii) Sole administration of the PSA, including payment to Consultant and exercise of all contract remedies set forth therein.
(iii) Ensuring timely conformance of the GSP in accordance with SGMA. (iv) Prior to initiating the development of the GSP, providing required notice to the Department of Water Resources in accordance with California Water Code section 10727.8

2. COORDINATION. Each Party hereby agrees to coordinate with Santa Monica during the development of the GSP, including, more specifically, performing the following tasks:
(i) Providing timely public notices within each Party's respective jurisdiction in accordance with California Water Code Section 10727.8 and Title 23, Section 353.6 of the California Code of Regulations. (ii) Within thirty (30) days of a written request by Santa Monica, providing all unprivileged information, data, or documentation within the custody of each Party's respective jurisdiction to Santa Monica, to ensure that the contents of the GSP conforms with SGMA requirements for contents of the GSP.
(iii) Assuming responsibility for obtaining required approvals for each Party's adoption of the GSP.

3. NO WAIVER OF RIGHTS TO ADOPT THE GSP. Nothing herein shall be construed to waive, modify, or void the requirement in the MOU for unanimous consent of the Parties to adopt the GSP.

4. PAYMENT OF COSTS FOR GSP. The costs of developing the GSP shall be allocated as follows:
(i) Santa Monica and LADWP shall share equally (50:50) in the responsibility for payment to Consultant in accordance with the PSA and Payment Schedule attached hereto as Exhibit "A." Culver City, Beverly Hills, and the County shall have no obligation to pay Consultant's costs. Santa Monica shall make all payments to Consultant in accordance with the PSA, and invoice LADWP on a

semi-annual basis on or about February 1 and August 1 for payments made to Consultant during the periods (July 1-- December 31) and (January 1-June 30), respectively. LADWP shall reimburse Santa Monica for 50 percent of undisputed costs paid by Santa Monica to Consultant in accordance with the PSA, within sixty (60) days of receiving an invoice from Santa Monica. In the event that LADWP disputes any costs of services provided under the PSA, LADWP shall provide written notice to Santa Monica explaining the basis for the dispute, and LADWP and Santa Monica shall meet and confer in good faith to resolve such dispute within sixty (60) days of the notice issued by LADWP.
(ii) Except as provided in subparagraph (i), above, each Party shall bear its own costs for development of the GSP.

5. DESIGNATION OF WATER ADVISORY COMMITTEE. In accordance with Water Code section 10727.8(a), the Parties hereby authorize Santa Monica to consult with the Santa Monica Water Advisory Committee for the purposes of developing the GSP.

6. TERM. This First Amendment shall become effective upon each Party's execution and shall terminate concurrently with the MOU.

7. MODIFICATION TO MOU. Except as expressly modified by this First Amendment, all other terms and conditions of the MOU shall be and remain in full force and effect.
[signature pages follow]

IN WITNESS WHEREOF, each Party hereby has caused this MOU to be executed as of the date and year written below:

DEPARTMENT OF WATER AND POWER

OF THE CITY OF LOS ANGELES BY

BOARD OF WATER AND POWER COMMISSIONERS
MARTIN L. ADAMS
General Manager and Chief Engineer
Date: N<ea.a t, 2=u?
•raSUg, SAN 4A.ROdeDR g+ i
Secretary

APPROVED AS TO FORM AND LEGALITY
MICHAEL N. FEUER. CITY ATTORNEY
Fage 4
IN WITNESS WHEREOF, each Party hereby has caused this MOU to be executed as of the date and year written below:

ATTEST:

MWtuutndtuneNluu

DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:

LANE DILG
City Attorney
City Manager
IN WITNESS WHEREOF, each Party hereby has caused this MOU to be executed as of the date and year written below:

APPROVED AS TO FORM:
..a..4
City Attorney

VERLY HILLS
IN WITNESS WHEREOF, each Party hereby has caused this MOU to be executed as of the date and year written below:

CITY OF CULVER CITY
ATTEST:

JE
Cit r
. ttorney
APPROVED AS TO FORM:

MARY C. WICKHAM
County Counsel
JOHN M. NACHBAR
City Manager

COUNTY OF LOS ANGELES
By:----------
RICHARD J. BRUCKNER
Director of Regional Planning
IN WITNESS WHEREOF, each Party hereby has caused this MOU to be executed as of the date and year written below:

APPR
BY D£Pry
laura Jacibo

COUNTY OF LOS ANGELES
8 Exhibit "A"
Payment Schedule
The not to exceed amount of the PSA with Dudek is $1,300,000. The not to exceed reimbursement amount for LADWP to Santa Monica is $650,000, based upon one-half of itemized progress billing from Dudek to Santa Monica pursuant to the PSA.