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COST SHARING AGREEMENT FOR SALT AND
NUTRIENT MANAGEMENT PLANNING PHASE 3A
This COST SHARING AGREEMENT FOR SALT AND NUTRIENT
MANAGEMENT PLANNING PHASE 3A (“Agreement”) is entered into as of ___________, 2026 (“ Effective Date ”), by and between the San Bernardino Valley Municipal Water District, a California water district (“San Bernardino Valley” or “District”), and the City of Rialto, a California municipal corporation (“Rialto”). San Bernardino Valley and Rialto may be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
A. The Upper Santa Ana River Watershed contains several interconnected groundwater basins that provide water supply for communities throughout the Inland Empire; and
B. Water quality objectives for salt and nutrients, including total dissolved solids (“ TDS”) and nitrate, are established by the Santa Ana Regional Water Quality Control Board (“Regional Board”) through the Santa Ana River Basin Plan; and C. Regional water agencies and stakeholders initiated development of a Salt and Nutrient Management Plan (“SNMP”) to evaluate cumulative impacts to groundwater quality and to support implementation of water supply, recycled water, stormwater capture, recharge, and other water resource management projects in the San Bernardino Basin and in a manner consistent with Regional Board regulatory requirements; and D. The SNMP effort is conducted through a collaborative group of regional agencies known as the “ SNMP Work Group ”, which includes water agencies, basin stakeholders, and Regional Board staff (“SNMP Work Group”); and E. The SNMP Work Group includes, but is not limited to, the City of Redlands, East Valley Water District, San Bernardino Municipal Water Department, San Bernardino Valley Municipal Water District, City of Colton, City of Rialto, City of Riverside Public Utilities, San Bernardino Valley Water Conservation District, San Gorgonio Pass Water Agency, and Westminster Municipal Water District; and
F. In 2021 San Bernardino Valley entered into an agreement with Water Systems Consulting, Inc. (“ WSC”) to conduct technical studies regarding salinity management in the Upper Santa Ana River Watershed, including groundwater modeling and water quality analyses; and
G. The initial technical studies, known as SNMP Phase 1 and Phase 2, were completed in 2023 and included assessment of TDS and nitrate concentrations in groundwater and modeling of potential future water quality conditions; and H. The Rialto previously participated in the SNMP regional technical effort and, on February 23, 2021, Rialto City Council agreed to pay for a Rialto’s portion of the costs for the Phase 1 and Phase 2 SNMP technical studies ( conducted by Water Systems 4912-0034-9854 v1 Page 2 of 10
Consulting, Inc.); and
I. Due to project -specific regulatory requirements associated with certain recycled water projects, the City of Redlands, East Valley Water District, San Bernardino Municipal Water Department, and San Bernardino Valley Municipal Water District (collectively, the “Bunker Hill-B Coalition”) conducted a separate Salinity Management Feasibility Study, completed in 2025, which evaluated regional salinity management alternatives (“Feasibility Study”); and
J. The Feasibility Study recommended additional groundwater modeling and technical evaluation to inform long- term salinity management strategies, including potential preparation of a Subregional SNMP or implementation of a regional groundwater desalter; and
K. Phase 3A of the SNMP builds upon the prior technical work and feasibility study recommendations and will include updated groundwater modeling, evaluation of recycled water project impacts, and development of updated salinity management strategies for the basin (“SNMP Phase 3A”); and
L. On February 17, 2026, the San Bernardino Valley Board of Directors approved Amendment No. 1 to San Bernardino Valley’s a greement with WSC, which requires WSC to conduct groundwater modeling and related technical work for SNMP Phase 3A in an amount not to exceed $352,859 (“WSC Amendment No. 1”); and M. For the purposes of this Agreement, San Bernardino Valley’s original agreement with WSC as amended by WSC Amendment No. 1 shall be referred to as the “WSC Agreement”; and
N. The City of Colton, City of Rialto, City of Riverside Public Utilities, San Bernardino Valley Water Conservation District, San Gorgonio Pass Water Agency, and Western Municipal Water District have agreed to participate in the SNMP Phase 3A - related work (collectively, the “Additional SNMP Work Group Agencies”); and O. The Additional SNMP Work Group Agencies and the Bunker Hill-B Coalition (collectively the “Participating Agencies”) have agreed to share the cost of the SNMP Phase 3A work, as described in this Agreement, based on a collaborative cost allocation framework. Under this framework, members of the Bunker Hill-B Coalition will collectively fund fifty percent (50%) of the SNMP Phase 3A costs, with each coalition member contributing an equal share. The remaining fifty percent (50%) of the project cost will be equally shared among the Additional SNMP Work Group Agencies; and P. San Bernardino Valley will enter into separate cost sharing agreements with individual Participating Agencies, including Rialto, to document each agency’s financial participation in the SNMP Phase 3A work; and
Q. Rialto desires to participate in the regional SNMP Phase 3A work and contribute its proportionate share toward completion of the SNMP Phase 3A technical work.
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NOW, THEREFORE , in consideration of the foregoing recitals, which are incorporated herein by reference, and the mutual covenants and conditions, the Parties hereto agree as follows:
1. Recitals. The Recitals stated above are incorporated herein by reference.
2. Effective Date. This Agreement shall commence upon the effective date of ________, 2026.
3. Term. This Agreement shall become effective on the Effective Date and shall remain in effect through _______, 2028, unless earlier terminated by written agreement of the Parties . Upon the effective date of such termination, San Bernardino Valley shall cease utilizing the Rialto Contribution (as defined in Section 7 below) to pay for the costs of the SNMP Phase 3A Scope of Work (as defined in Section 4 below) and San Bernardino Val ley shall return any unspent funds thereof to Rialto within 30 days of the effective date of such termination.
4. Project Description . The Parties agree and acknowledge that SNMP Phase 3A work consists of regional technical work intended to support long -term groundwater basin sustainability and regulatory compliance for the San Bernardino Basin. The results of SNMP Phase 3A will inform future decisions by the Participating Agencies regarding potential implementation of additional SNMP actions. The detailed Scope of Work, as prepared by WSC, is attached hereto as Exhibit “A” and incorporated herein by reference (“SNMP Phase 3A Scope of Work”). The SNMP Phase 3A Scope of W ork includes, but is not limited to the following:
a. Updating the Integrated Santa Ana River groundwater model through 2023. b. Evaluating impacts of recycled water and recharge projects on groundwater quality.
c. Assessing salinity management strategies within the San Bernardino Basin. d. Preparing technical memoranda and reports for the SNMP Work Group and the Regional Board
5. San Bernardino Valley’s Administration of WSC Agreement . San Bernardino Valley shall administer the WSC Agreement and shall be responsible for coordinating implementation of the SNMP Phase 3A and all related work , including, but not limited to the following:
a. Manage the WSC Agreement to ensure that the SNMP Phase 3A Scope of Work is completed in a satisfactory manner.
b. Coordinate with the Participating Agencies as may be necessary. c. Provide updates regarding progress of the SNMP Phase 3A Scope of Work 4912-0034-9854 v1 Page 4 of 10
to the Participating Agencies on a regular basis and as may be requested by each of the Participating Agencies.
d. Facilitate coordination with the Regional Board and Participating Agencies. e. Provide Rialto with any reports, memoranda, and other documents generated by WSC in the performance of the WSC Agreement upon Rialto’s request.
6. Rialto’s Responsibilities . Rialto agrees to reasonably cooperate with San Bernardino Valley by providing relevant information, data, or technical input upon request.
7. Nothing in this Agreement is intended to modify the cost allocation framework agreed upon by the agencies participating in the SNMP Phase 3A effort, nor shall it alter San Bernardino Valley’s role in administering the consultant contract and coordinating the regional technical work.
8. Cost Sharing.
a. Rialto’s Contribution. The Parties agree that the estimated total cost of the SNMP Phase 3A Scope of Work is $352,859 pursuant to the WSC Agreement (“SNMP Phase 3A Total Cost”). Rialto agrees to contribute an amount not to exceed Twenty -Nine Thousand Four Hundred Five Dollars ($29,405) towards the SNMP Phase 3A Total Cost , as described further in Exhibit B (entitled the “Project Budget and Cost Allocation Table”) which is attached hereto and incorporated herein by this reference (“Rialto Contribution”). San Bernardino Valley shall not spend the Rialto Contribution on any costs other than to pay for the SNMP Phase 3A Total Cost.
b. Invoices. San Bernardino Valley shall administer the WSC Agreement as provided in Section 5 and shall invoice Rialto for the total Rialto Contribution on or before ________, 2026, unless the Parties mutually agree in writing to an alternative invoicing arrangement aligned with the fiscal years covered by this Agreement.
c. Reconciliation. San Bernardino Valley shall prepare a final reconciliation of WSC’s invoices following completion of the SNMP Phase 3A Scope of Work. In the event there are unspent funds after completion of the SNMP Phase 3A Scope of Work, San Bernardino Valley shall return to Rialto such unspent funds in an amount that is in proportion to Rialto’s contribution towards the SNMP Phase 3A Total Cost as described in Exhibit B within ninety (90) days after the end of the Agreement term.
9. Indemnification. Each Party ( “Indemnifying Party ”) hereby agrees to defend, indemnify, and hold free and harmless the other Part y and the other Party’s officers, employees, volunteers, and agents (“Indemnified Party ”) from and 4912-0034-9854 v1 Page 5 of 10
against any and all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever, arising from or connected with the Indemnifying Party’s activities under this Agreement. I n the event that an Indemnified Party is made a party to any action or proceeding filed in connection with a challenge to any work prepared pursuant to this Agreement, the Indemnifying Party shall provide a complete defense to the Indemnified Party and shall reimburse the Indemnified Party for all costs and expenses incurred as a result of the action or proceeding, including reasonable attorney’s fees. The provisions of this Section shall not apply to an Indemnified Party’s gross negligence or willful misconduct.
10. Limitation of Liability. Notwithstanding anything to the contrary in this Agreement , Rialto’s total liability for any and all damages whatsoever arising out of or in any way related to this Agreement from any cause, including but not limited to contract liability or Rialto’s negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed the total Rialto Contribution.
11. Authorization by Rialto. Rialto represents that the terms and execution of this Agreement, including any exhibits, have been duly authorized by Rialto’s City Council and that the persons signing this Agreement on its behalf have the necessary authority to do so.
12. Authorization by the San Bernardino Valley . San Bernardino Valley represents that the terms and execution of this Agreement, including any exhibits, have been duly authorized by San Bernardino Valley Board of Directors and that the persons signing this Agreement on its behalf have the necessary District authority to do so.
13. Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.
14. No Partnership or Joint Liability. Nothing contained in this Agreement shall be deemed or construed to create a partnership, joint venture, joint powers authority, or other form of joint organization between the Parties. Each Party shall remain an independent public agency responsible only for its own actions and obligations. No Party shall be responsible for the debts, liabilities, or obligations of the other Party except as expressly provided in this Agreement.
15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
16. Coordination and Cooperation. The Parties acknowledge that they are entering 4912-0034-9854 v1 Page 6 of 10
into an Agreement in which the reasonable coordination and cooperation of all Parties will be required, including, but not limited to, the need to periodically meet, confer, coordinate, and collaborate with WSC.
17. Headings. All section headings throughout this Agreement are for convenience and reference only.
18. Originals and Copies . This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same Agreement. The Parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other mail transmission), which signature shall be binding on the Party whose name is contained therein. Each Party providing an electronic signature agrees to promptly execute and deliver to the other Party an original signed Agreement upon request.
19. Notices. All notices required under this Agreement shall be provided in writing and delivered by email or first-class mail to the following representatives:
To Rialto: City of Rialto
150 South Palm Avenue
Rialto, California 92376
Attention: City Manager
E-mail: [email protected]
To District: San Bernardino Valley Municipal Water District 380 East Vanderbilt Way
San Bernardino, CA 92408
Attention: Chief Executive Officer and General Manager
E-mail: [email protected]
20. No Third-Party Beneficiaries. There are no third -party beneficiaries to this Agreement. Other than the Parties, no person, political subdivision, agency, board, department, division or commission shall be entitled to bring an administrative or judicial proceeding to enforce or interpret its terms.
21. California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of San Bernardino, State of California.
22. Integration; Amendment . It is understood that there are no oral agreements between the Parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, 4912-0034-9854 v1 Page 7 of 10
agreements and understandings, if any, between the Parties , and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing.
23. Waiver. No delay or omission in the exercise of any right or remedy by any Party shall impair such right or remedy or be construed as a waiver. A Party’s consent to or approval of any act by the other Party requiring the Party’s consent or approval shall not be deemed to waive or render unnecessary the other Party’s consent to or approval of any subsequent act. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
24. Attorneys’ Fees. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees, whether or not the matter proceeds to judgment.
25. Time of Essence. Time is of the essence in the performance of this Agreement.
26. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed and entered into this Agreement on the date first written above.
SAN BERNARDINO VALLEY
MUNICIPAL WATER DISTRICT
By: _____________________________
Heather P. Dyer
CEO/General Manager
Dated:
_____________________________
CITY OF RIALTO
By: _____________________________
Tanya Williams
City Manager
Dated:
_____________________________
ATTEST:
_________________________________
Barbara A. McGee Date
City Clerk
APPROVED AS TO FORM:
_________________________________
Eric Vail Date
City Attorney
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Exhibit A
Scope of Work prepared by WSC
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Exhibit B
Project Budget and Cost Allocation Table
The following table reflects the cost allocation agreed upon by agencies participating in the SNMP Phase 3A cost sharing framework.
Cost Sharing Agencies Cost Share
Bunker Hill-B Coalition Members (50%)
1. City of Redlands
2. East Valley Water District
3. San Bernardino Municipal Water Department
4. San Bernardino Valley Municipal Water District
$44,107
$44,107
$44,107
$44,107
Additional SNMP Work Group Participants (50%)
5. City of Colton $29,405
6. City of Rialto $29,405
7. City of Riverside Public Utilities $29,405
8. San Bernardino Valley Water Conservation District $29,405
9. San Gorgonio Pass Water Agency $29,405
10. Western Municipal Water District $29,405
TOTAL $352,859
The cost share amounts identified in the table above represent the maximum financial obligation of each agency participating in the SNMP Phase 3A cost sharing framework.
Any increase in the total project cost or modification to the consultant scope of work that would result in additional financial contributions from an agency identified in the cost share table shall require the prior written approval of the affected agency.