HomeMy WebLinkAboutAgreement A-25-518 Amended Restated Cost Sharing Agt. Delta Mendota Subbasin.pdf 25-0161 Agreement No. 25-518
AMENDED AND RESTATED COST SHARING AGREEMENT
Delta-Mendota Subbasin Coordination
This Amended and Restated Cost Sharing Agreement("Agreement") is made effective as
of October 7, 2025 by and among the groundwater sustainability agencies within the Delta-
Mendota Subbasin ("GSAs") (listed below) and the San Luis & Delta-Mendota Water Authority
("SLDMWA"). The GSAs and SLDMWA may be referred to herein individually as a"Party" or
jointly as "Parties." For purposes of this Agreement, the "Effective Date" shall be the date the
last Party executes this Agreement.
RECITALS
A. The Sustainable Groundwater Management Act ("SGMA") requires all
groundwater subbasins designated as high or medium priority to manage groundwater in a
sustainable manner.
B. The Delta-Mendota Subbasin (Basin Number 5-22.07, DWR Bulletin 118) within
the San Joaquin Valley Groundwater Basin ("Subbasin"), has been designated as a high-priority
basin by the California Department of Water Resources ("DWR").
C. The Delta-Mendota Subbasin includes multiple GSAs that intend to manage the
Subbasin through the development and implementation of a single groundwater sustainability plan
("GSP"). The single GSP was adopted and finalized as of September 2024 and supersedes and
replaces the prior six coordinated groundwater sustainability plans in the Subbasin.
D. The GSA Parties to this Agreement ("GSA Parties") have organized into GSA
groups ("GSA Groups") and have agreed to be represented by "GSA Group Representatives"
on the Coordination Committee, on terms to be developed and implemented by separate
agreements between each GSA Group and the GSA Parties within such GSA Group.
E. The GSA Groups desire to dictate terms describing the mechanisms for the sharing
of the costs associated with the coordination activities described below and in that certain
"Memorandum of Agreement Among the Delta-Mendota Subbasin Groundwater Sustainability
Agencies" ("DM Subbasin MOA") executed by all the GSA Parties. The DM Subbasin MOA
confirms the continued existence and use of a Coordination Committee ("Coordination
Committee") to provide the forum for the GSA Parties to accomplish the coordination obligation
of SGMA and enumerates the Coordination Committee's responsibilities.The DM Subbasin MOA
also establishes the roles of Secretary and Plan Manager and enumerates their respective
responsibilities.
F. The SLDMWA has been assisting the GSAs with SGMA compliance, and is still
acting as the initial Secretary of the Coordination Committee ("Secretary") and the initial Plan
Manager with respect to the Coordination Agreement ("Plan Manager"). As part of that effort,
SLDMWA and/or its agents agrees to undertake all activities required of it under the DM Subbasin
MOA, so long as each GSA Group reimburses the SLDMWA for that GSA Group's apportioned
share of the "Coordinated Plan Expenses," described in Section 2 below, or until SLDMWA
withdraws from its role pursuant to the terms of the DM Subbasin MOA.
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G. The Parties entered into that certain "Cost Sharing Agreement" effective as of
August 11, 2018. With the reorganization of the representation on the Coordination Committee
and entering into the DM Subbasin MOA,the Parties desire to amend,restate and replace the prior
"Cost Sharing Agreement"with this Agreement.
H. The Parties desire to enter into this Agreement to refine and update the Parties'
informal agreements prior to the date of execution and to accomplish all of the foregoing matters
on the terms and conditions set forth herein.
NOW, THEREFORE, based on the Recitals set forth above, which are deemed true and
correct and incorporated herein, and on the terms and conditions set forth herein, the Parties agree
as follows:
1. Administrative Coordination. For so long as desired by the Coordination
Committee or until SLDMWA withdraws from its role pursuant to the terms of the DM Subbasin
MOA,the SLDMWA will be responsible for undertaking all activities required of it under the DM
Subbasin MOA including,but not limited to: intrabasin coordination; activities required in its role
as Secretary; activities required in its role as Plan Manager; and entering into professional services
agreement(s)and any supplemental agreements required for the consultant work necessary to meet
the objectives of the DM Subbasin MOA.
2. Coordinated Plan Expenses. The Parties agree that Coordinated Plan Expenses
incurred under the DM Subbasin MOA shall mean any expenses incurred by the Secretary and
Plan Manager at the direction of the Coordination Committee within approved annual cost
estimates pursuant to Section 5 of this Cost Sharing Agreement for purposes of developing and
implementing the DM Subbasin MOA,including actual expenses incurred in executing obligations
under the DM Subbasin MOA for intrabasin and interbasin coordination beginning in August 2017
and continuing through the implementation of SGMA. The GSA Parties agree to make payments
for Coordinated Plan Expenses through their GSA Groups, described in Section 6 below.
3. Participation Percentages. The Parties acknowledge and agree that the participation
percentages in Exhibit"A" ("Participation Percentages") shall be utilized to determine the share
of Coordinated Plan Expenses allocated to each GSA Group.
a. Initial Participation Percentages. Coordinated Plan Expenses will be paid
proportionally by each GSA Group through the Responsible Agency to Invoice
("Responsible Agency") identified on Exhibit"A,"pursuant to each GSA Group's
respective Participation Percentage, which is set in equal percentages, as indicated
in Exhibit"A."
b. Updated Participation Percentages. Participation Percentages may be
evaluated by the Coordination Committee from time to time, but not more
frequently than annually, including to consider new information concerning the
relative contribution or responsibility of each GSA Group towards achieving the
Subbasin-wide sustainability goal of the single GSP.
C. Ongoing Documentation of Participation Percentages. The most current
Participation Percentages of each GSA Group shall be dated and attached as Exhibit
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"A" to this Agreement, effective upon the date approved by the Parties under
delegated authority by their respective GSA Groups, without any further
Amendment to this Agreement being required.
4. Obligations Outside of Cost Sharing Agreement. It is the responsibility and
obligation of each GSA Party under this Agreement that is part of a multi-parry GSA Group to
provide documentation to the Secretary and the Coordination Committee establishing that such
GSA Group has a binding agreement or mechanism assuring that the GSA Group will pay its
Participation Percentage set forth on Exhibit"A,"as said Exhibit"A"may be modified or amended
from time to time (pursuant to a modification or amendment of this Agreement under Section 14,
below), including documentation of provisions regarding the default or withdrawal of any GSA
Parry within such GSA Group. Provided that, the Secretary shall not be obligated to evaluate or
provide an opinion on the legal sufficiency of the documentation.
5. Cost Estimates. The SLDMWA will obtain and provide the GSA Groups, through
the GSA Group Representatives on the Coordination Committee, with a written estimate
("Estimate")of the cost of each task required for executing its obligations under the DM Subbasin
MOA prior to March 1 each year,and as new tasks arise. Each Estimate will be subject to approval
by the Coordination Committee,pursuant to the DM Subbasin MOA.The SLDMWA shall account
for Coordinated Plan Expenses in accordance with standard public agency accounting procedures
and shall invoice amounts to be collected from the GSA Groups in accordance with Section 6
below. All costs related to workgroups shall be the responsibility of each Party providing the
workgroup participant.
6. Invoicing and Pam. The SLDMWA shall bill the GSA Groups, through the
Responsible Agency identified on Exhibit"A,"for all Coordinated Plan Expenses based upon their
respective Participation Percentages,upon receipt of each individual invoice. Payment is due from
each Responsible Agency thirty (30) days following receipt of the invoice by the Responsible
Agency.Amounts in arrears for more than thirty(30)days shall earn interest at the applicable legal
rate.Each Responsible Agency is responsible to collect payment from members of its GSA Group,
if any.
7. Reporting. The SLDMWA shall present a cumulative Coordinated Plan Expense
report to the GSA Groups on a monthly basis, through the Responsible Agency identified on
Exhibit"A." Each Invoice, described in Section 6 above, shall be accompanied by a Coordinated
Plan Expenses report ("Report"). The Report shall consist of a cumulative itemized statement of
all costs and expenses incurred pursuant to the Coordination Agreement and any disbursement of
funds received by the SLDMWA under this Agreement.
8. Records. The SLDMWA shall maintain separate records regarding Coordinated
Plan Expenses, including records of billing and payment and other documents related to the
execution of its obligations under the DM Subbasin MOA. The GSA Parties and their designated
agents that have made a contribution shall have the right to inspect all records maintained by the
SLDMWA associated with this Agreement at any time within normal business hours, with fifteen
(15)business days' advance notice to the SLDMWA in writing.
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9. Notice. Whenever notice is required to be in writing, it shall be provided to the
GSA Groups,through the Responsible Agency identified on Exhibit"A."Notice shall be provided
to the SLDMWA at the following address:
San Luis & Delta-Mendota Water Authority
P.O. Box 2157
Los Banos, CA 93635
Attn: Scott Petersen
E-mail: scott.petersen@sldmwa.org
If sent by United States Mail, notice will be considered to have been given forty-eight (48)
hours after it has been deposited in the United States Mail,addressed as set forth above,with postage
prepaid. If sent by overnight delivery service,notice will be considered to have been given twenty-
four(24)hours after it has been deposited with the overnight delivery service.Any GSA Group may
change the Responsible Agency for notice or that Responsible Agency's address for these purposes
by giving written notice of the change to all other Parties. The SLDMWA may also change its
address or contact by giving written notice of the change to all other Parties.
10. Law Governing. This Agreement is made in the State of California under the
constitution and laws of the State of California and is to be so construed.
11. Section Headings. All section headings in this Agreement are for convenience of
reference only and are not to be construed as modifying or governing this language in the section
referred to or to define or limit the scope of any provision of this Agreement.
12. Entire Agreement. This Agreement (including the preamble and Recitals)
constitutes the entire Agreement between the Parties and supersedes prior agreements or
discussions relating to the matters set forth herein, if any,both written and oral.
13. Severability. If any provision of this Agreement is held to be invalid or
unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
14. Modification or Amendment. The Parties hereby agree that, this Agreement may
be supplemented, amended, or modified only by the mutual written agreement of the Parties. No
supplement, amendment, or modification of this Agreement shall be binding unless it is in writing
and signed by all Parties.
15. Withdrawal.
a. Withdrawal by a GSA Party. A GSA Party may withdraw from this
Agreement without causing or requiring termination of this Agreement, effective
upon thirty (30) days written notice to all other Parties. Any GSA Party who
withdraws shall remain obligated to pay its share of all Coordinated Plan Expenses
accrued prior to the effective date of such withdrawal. The SLDMWA will notify
DWR within thirty(30) days of any GSA Party's withdrawal from this Agreement.
b. Withdrawal by the SLDMWA. The SLDMWA may withdraw from this
Agreement effective: (1)upon notification by the Coordination Committee that the
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SLDMWA's services are no longer required as Secretary and Plan Manager; or(2)
upon thirty (30) days written notice by the SLDMWA to the GSA Parties. In the
event the SLDMWA withdraws from this Agreement, such withdrawal shall
terminate this Agreement, unless the Coordination Committee names a successor
Secretary and Plan Manager pursuant to the DM Subbasin MOA, and the Parties
and such successor entity or entities agree to continue the Agreement with the
successor Secretary and Plan Manager agreeing to assume the role of the
SLDMWA. If the Agreement continues between the GSA Parties and a successor
to the SLDMWA, the SLDMWA agrees to reasonably cooperate in the transition
to its successor; provided, the SLDMWA shall not be liable for performance of
duties under this Agreement following the Coordination Committee's notice or the
thirty(30)-day notice period set forth in this subsection, whichever is applicable.
16. Term.As modified pursuant to Section 14,this Agreement shall continue for a term
coterminous with the requirements of SGMA.
17. Indemnification. The Parties agree that the GSA Parties shall, in proportion to the
respective Participation Percentages of their GSA Groups, hold the SLDMWA free and harmless
from and indemnify the SLDMWA against any and all costs, losses, damages, claims, and
liabilities arising from this Agreement,unless such costs, losses, damages, claims, or liabilities are
attributable to the sole negligence or willful misconduct of the SLDMWA. The Parties
acknowledge that each GSA Group intends to pay only its share of Coordinated Plan Expenses,
but acknowledge that the GSA Group may be required to pay an adjusted Participation Percentage
(pursuant to a modification or amendment of this Agreement under Section 14, above)to meet its
obligation to the SLDMWA and seek its remedy against any defaulting GSA Group.
18. Construction of Agreement. The Parties acknowledge that each Party has informed
and able counsel to advise it concerning the terms of this Agreement and agree that no Parry shall
be deemed the drafting Party in any dispute involving construction of the terms of the Agreement.
19. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which, together, shall constitute one and the same
instrument.
20. No Partnership. The Parties hereto do not intend to create a partnership for federal
income tax purposes or state law purposes, and nothing herein shall be construed to create such a
partnership. The provisions set forth in this Agreement, and the respective obligations of each
Parry hereto, shall be construed consistently with such intent.
21. Procedures for Resolving Conflicts. In the event of any dispute arising from or
relating to this Agreement, and not including disputes arising from the inability of the Coordination
Committee to reach a unanimous decision,the disputing Party shall,within thirty(30)calendar days
of discovery of the events giving rise to the dispute, notify all Parties to this Agreement in writing
of the basis for the dispute. Within thirty (30) calendar days of receipt of said notice, all interested
Parties shall meet and confer in a good faith attempt to informally resolve the dispute. All disputes
that are not resolved informally shall be settled by non-binding arbitration. Within ten (10) days
following the failed informal proceedings, each interested Parry shall nominate and circulate to all
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other interested Parties the name of one arbitrator.Within ten(10)days following the nominations,
the interested Parties shall rank their top three among all nominated arbitrators, awarding 3 points
to the top choice, 2 points to the second choice, 1 point to the third choice, and zero points to all
others. Each interested Party shall forward its tally to the SLDMWA,who shall tabulate the points
and notify the interested Parties of the name of the arbitrator with the highest cumulative score,
who shall be the selected arbitrator. The SLDMWA may also develop procedures for approval by
the Parties, for selection in the case of tie votes or in order to replace the selected arbitrator in the
event such arbitrator declines or ceases to act. The arbitration shall be administered in accordance
with the procedures set forth in the California Code of Civil Procedure, section 1280, et seq., and
of any state or local rules then in effect for arbitration pursuant to said section. Upon completion
of arbitration, if the controversy has not been resolved, any Party may exercise all rights to bring
a legal action relating to the controversy. Any dispute resolution or arbitration under this Section,
however, will not terminate the Parties' obligations under Sections 2, 4, and 6 nor the Parties'
obligations under Section 16.
22. Authorized Signature. Each Party represents that the individual signing this
Agreement on its behalf is duly authorized to execute this Agreement and will legally bind that
Party to the terms of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
Dated: ALISO WATER DISTRICT GSA
Print Name:
Print Title:
Dated: CENTRAL DELTA-MENDOTA GSA
Print Name:
Print Title:
Dated: CITY OF DOS PALOS GSA
Print Name:
Print Title:
Dated: CITY OF FIREBAUGH GSA
Print Name:
Print Title:
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Dated: CITY OF GUSTINE GSA
Print Name:
Print Title:
Dated: CITY OF LOS BANOS GSA
Print Name:
Print Title:
Dated: CITY OF MENDOTA GSA
Print Name:
Print Title:
Dated: CITY OF NEWMAN GSA
Print Name:
Print Title:
Dated: CITY OF PATTERSON GSA
Print Name:
Print Title:
Dated: COUNTY OF MADERA-3 GSA
Print Name:
Print Title:
Dated: COUNTY OF MERCED DELTA-MENDOTA
GSA
Print Name:
Print Title:
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Amended&Restated Cost Sharing Agreement—Delta-Mendota Subbasin Updated 12-31-2024
Dated: DM II GSA
Print Name:
Print Title:
Dated: FARMERS WATER DISTRICT GSA
Print Name:
Print Title:
Dated: /O '07�0?� FRESNO COUNTY MANAGEMENT AREA A
GSA
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of Fresno,State of California Print Name: Ernest Bu4dy Mendes
Print Title: Chairman, of the Board of Supervisors,of
By Deputy the County of Fresno
Dated: /D FRESNO COUNTY MANAGEMENT AREA B
GS '
Print Name: Ernest Budd endes
Print Title: Chairman, of the Board of Supervisors, of
the County of Fresno
Dated: GRASSLAND GSA
Print Name:
Print Title:
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Amended&Restated Cost Sharing Agreement—Delta-Mendota Subbasin Updated 12-31-2024
Dated: NORTHWESTERN DELTA-MENDOTA GSA
Print Name:
Print Title:
STANISLAUS COUNTY
Print Name:
Print Title:
APPROVED AS TO FORM
By:
Dated: ORO LOMA WATER DISTRICT GSA
Print Name:
Print Title:
Dated: PATTERSON IRRIGATION DISTRICT GSA
Print Name:
Print Title:
Dated: SAN JOAQUIN RIVER EXCHANGE
CONTRACTORS WATER AUTHORITY GSA
Print Name:
Print Title:
Dated: TURNER ISLAND WATER DISTRICT-2 GSA
Print Name:
Print Title:
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Dated: WEST STANISLAUS IRRIGATION DISTRICT
GSA 1
Print Name:
Print Title:
Dated: WIDREN WATER DISTRICT GSA
Print Name:
Print Title:
EXECUTING NOT AS A PARTY:
Dated: SAN LUIS & DELTA-MENDOTA WATER
AUTHORITY
Print Name:
Print Title:
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EXHIBIT A—GSA Groups and Responsible Agencies to Invoice
Responsible Agency to Participation
Groundwater Sustainability Agency Group Invoice/Address Percentage
Central Delta-Mendota Region— 1 San Luis &Delta- 1/7
1 Representative Mendota Water Authority
Central Delta-Mendota GSA (for invoices)
Oro Loma Water District GSA P.O. Box 2157
Widren Water District GSA Los Banos, CA 93635
Attn: John Brodie
Santa Nella County Water
District(for other invoices)
12931 S Hwy 33
Santa Nella, CA 95322
Attn: Amy Montgomery
San Joaquin River Exchange Contractors— 1 San Joaquin River 1/7
2 Representative Exchange
City of Dos Palos GSA Contractors
City of Firebaugh GSA 541 H Street
City of Gustine GSA P.O. Box 2115
City of Los Banos GSA Los Banos, CA 95363
City of Mendota GSA Attn: Chris White
City of Newman GSA
Madera County GSA
Merced County Delta-Mendota GSA
San Joaquin River Exchange Contractors GSA
Turner Island Water District-2 GSA
3 Farmers Water District—1 Representative Farmers Water District 1/7
Farmers Water District GSA 4460 W. Shaw Ave.,
#219 Fresno, CA 93722
Attn: Jim Stillwell
4 Aliso Water District—1 Representative Aliso Water District 1/7
Aliso Water District GSA 10302 Avenue 7-1/2
Firebaugh, CA
93622 Attn: Roy
Catania
5 Grassland GSAs Group— 1 Representative Grassland Water District 1/7
Grassland GSA 200 W. Willmont Ave.
Merced County Delta-Mendota GSA Los Banos, CA 93635
Attn: Ricardo Ortega
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6 Fresno County Management Area A & B— 1 County of Fresno 1/7
Representative Department of Public
Fresno County Management Area A GSA Works and Planning
Fresno County Management Area B GSA 2220 Tulare St., 6th Floor
Fresno, CA 93721
Attn: Division of Water
and Natural Resources
7 Northern Delta-Mendota Region— 1 San Luis & Delta- 1/7
Representative Mendota Water Authority
City of Patterson GSA (for invoices)
DM-II GSA P.O. Box 2157
Northwestern Delta-Mendota GSA Los Banos, CA 93635
Patterson Irrigation District GSA Attn: John Brodie
West Stanislaus Irrigation District-GSA 1
West Stanislaus Irrigation
District(for other notices)
116 E Street
P.O. Box 37
Westley, CA 95387
Attn: Robert Pierce
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