LITIGATION PLANNING AGREEMENT FOR SPECIAL CONSULTING SERVICES BETWEEN SAN DIEGO COUNTY WATER AUTHORITY, SOUTHWEST STRATEGIES, LLC, AND BROWNSTEIN HYA TT FARBER SCHRECK, LLP 1. PARTIES: The parties to this LITIGATION PLANNING AGREEMENT FOR SPECIAL CONSULTING SERVICES BETWEEN SAN DIEGO COUNTY WATER AUTHORITY AND SOUTHWEST STRATEGIES, LLC (the "Litigation Planning Agreement") are the San Diego County Water Authority, a county water authority, ("Water Authority"), Southwest Strategies LLC, a California limited liability corporation ("Contractor"), and Water Authority Special Counsel Brownstein Hyatt Farber Schreck, LLP ("Special Counsel") 2. SCOPE OF SERVICES: The Water Authority is currently involved in extensive litigation with the Metropolitan Water District of Southern California ("MWD"), including case numbers CPF-10-510830 (San Francisco Superior Court); CPF-12-512466 (San Francisco Superior Court); CPF-14-514004 (San Francisco Superior Court); CPF-16-515282 (San Francisco Superior Court); CPF-16515391 (San Francisco Superior Court); A 146901 (1st District Court of Appeal); and A 148266 (1st District Court of Appeal) (collectively, the "Claims"). In addition to the foregoing Claims, the Water Authority has other potential litigation matters with MWD pertaining to issues addressed in extensive correspondence between the Water Authority and MWD over the past several years (collectively, the "Letters"). The potential value of awards in the Claims is in the billions of dollars, and thus they have the highest import to ratepayers in the Water Authority service area. In addition, the Water Authority believes that all Southern California ratepayers, including those outside the Water Authority service area, will suffer great economic harm if MWD continues to engage in the kind of misgovernment and malfeasance described in the Letters and to refuse to set lawful rates. The matters stated in the Letters that are not already included in the Claims may be litigated between MWD and the Water Authority in the future. Therefore, the Claims and the Letters collectively are referenced herein as the "Litigation Matters." Given the critical importance of the Litigation Matters, it is important that the attorneys who work for the Water Authority as Special and General Counsel, other Water Authority staff, and the Contractor's consulting staff work closely together to plan, organize, and coordinate litigation and litigation-related actions to maximize their beneficial impact on the Litigation Matters, to minimize any detriment to the Litigation Matters, and to communicate clearly with the public and other public agencies regarding the Litigation Matters and any issues that might affect the Litigation Matters. In addition, in order to encourage and strive for settlement of all Litigation Matters (if possible), it is imperative that the Water Authority and its Special and General Counsel communicate clearly with the public and other public agencies regarding the issues addressed in the Litigation Matters and the potential not only for further litigation but for possible unplanned increases in water rates and charges and property tax assessments. These consulting efforts by Contractor (collectively, the "Scope of Work") by their nature involve Page 1of13 privileged and confidential communications, work product, and teamwork with counsel for implementation by the Contractor of this Litigation Planning Agreement and Contractor's other agreement(s) with the Water Authority. The Scope of Work includes any work done in 20 t 6/20 t 7 by Contractor prior to the date of this Litigation Planning Agreement that would be included in the above description of the Scope of Work. Any and all work done under this Litigation Planning Agreement is privileged and confidential. However, this Litigation Planning Agreement itself shall be a public document. In releasing this agreement to the public, neither the Water Authority, its General Counsel, its Special Counsel, or the Contractor waive any privileges or protections as to performance of the Scope of Work. Though the Litigation Planning Agreement is released publicly, all work in its performance retains all privileges and protections. Under the general supervision and direction of the Water Authority Special Counsel and any persons they designate, Contractor will provide the Scope of Work under the terms set forth herein. The Special Counsel hereby specifies that the designated contact for Contractor with Special Counsel is Chris Frahm and with the Water Authority is Mr. Dennis Cushman (the latter being the "Contract Manager"). 3. PAYMENT: (a) Payment for services. For all services, Contractor will receive a fixed monthly fee of $20,000 per month for eleven months starting on February t, 2017 (the "Retainer Fee"). The Retainer Fee is full compensation for services provided by Contractor including professional, employee, office, administrative, and overhead costs and expenses. It shall not exceed a total of $220,000. (b) Subcontractor expenses. To the extent Contractor proposes to subcontract with a vendor (such as a video production company), those expenses must be approved in advance, with invoices reviewed by Contractor for accuracy, and then forwarded to the Water Authority for direct payment. (c) Invoices. All invoices for services will be submitted on a monthly basis to the General Counsel and Contract Manager. The Water Authority generally will process and pay bills within thirty (30) days from receipt. If reimbursement of expenses is authorized, Contractor shall submit monthly invoices for such expenses, including full documentation of each expense incurred. Payments are subject to a final audit upon completion of services or other termination of this contract. 4. INDEPENDENT CONTRACTOR: Contractor is an independent contractor. Neither Contractor nor any of Contractor's officers, employees, agents, or subcontractors, if any, is an employee of the Water Authority by virtue of this contract or performance of any work under this contract. Page 2of13 5. ASSIGNMENT: Contractor shall not assign or transfer voluntarily or involuntarily any of its rights, duties, or obligations under this contract without the express written consent of the Water Authority in each instance. 6. SUBCONTRACTORS: Contractor will perfonn the work personally or through Contractor's employees. Contractor may subcontract work only upon prior approval of the Water Authority and in compliance with provisions of the Water Authority's Small Contractor Outreach and Opportunities Program, if the Water Authority determines that the program provisions are applicable. 7. CONTRACTOR'S EMPLOYEES: (a) Immigration Reform and Control Act of 1986. Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor's agents, employees, subcontractors, and Contractors that are included in this contract. (b) Limitation of Water Authority Liability. The payment made to Contractor pursuant to this contract shall be the full and complete compensation to which Contractor and Contractor's officers, employees, agents, and subcontractors are entitled for performance of any work under this contract. Neither Contractor nor Contractor's officers or employees are entitled to any salary or wages, or retirement, health, leave, or other fringe benefits applicable to employees of the Water Authority. The Water Authority will not make any federal or state tax withholdings on behalf of Contractor. The Water Authority shall not be required to pay any workers' compensation insurance on behalf of Contractor. (c) Indemnification for Employee Payments. To the extent permitted by law, Contractor agrees to defend and indemnify the Water Authority for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which the Water Authority may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of the Water Authority, for work done under this contract. This is a continuing obligation that survives the tennination of this contract. 8. FAIR EMPLOYMENT PRACTICES: (a) Administrative Code Provisions. Contractor acknowledges and agrees to abide by the following provision of the Water Authority Administrative Code Section 2.24.010 that states: "(a) It is the policy of the Authority to protect and safeguard the right and opportunity of all persons to seek, obtain, and hold employment without discrimination or abridgment on account of race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical Page 3of13 disability, mental disability, medical condition, marital status, sex, sexual orientation, age, gender, gender identity, gender expression or other status protected from workplace discrimination by state or federal law. Authority officers, employees and consultants shall not knowingly deny an Authority opportunity or benefit, discriminate against or harass, any Authority employee, applicant for employment, contractor, vendor, or recipient of Authority services on account of the person's race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, gender, gender identity, gender expression or other status protected from workplace discrimination by state or federal law. Authority officers, employees and consultants shall not knowingly give preferential treatment to any applicant for employment, bidder, contractor, vendor, or recipient of Authority services on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation. "(b) This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter. "(c) Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Authority employment or contracting. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest. "(d) Nothing in this section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to the Authority." (b) Civil Rights Act. Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted, and the Water Authority's Small Contractor Outreach and Opportunities Program. (c) Water Authority Discrimination/Harassment Policy. Contractor and its officers, employees, agents, and subcontractors shall comply with the Water Authority's Discrimination/Harassment Prohibition Policy in performance of this contract. (d) Indemnification. To the fullest extent permitted by law and without limitation by the provisions of Section 16 relating to insurance, the Contractor shall also indemnify, defend, and hold harmless the Water Authority, and its directors, officers, employees, and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor's officers employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment Page 4of13 complaint against any employee, agent, licensee, or subcontractor of the Contractor of its subcontractors, the Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee, or subcontractor. The provisions of this Section survive completion of the services or termination of the Contract. 9. WORKPLACE CONDUCT AND BEHAVIOR: If Contractor and Contractor's officers, employees, agents and subcontractors are on Water Authority property they shall comply with the Water Authority's Substance-free Work Place Policy, Information and Communications Systems Policy, and other rules and regulations governing work place safety, conduct, and behavior, for any portion of the work performed on the premises of the Water Authority or using Water Authority facilities or equipment. 10. OWNERSHIP OF WORK PRODUCT: Upon delivery, the work product, including without limitation, all original reports, writings, recordings, presentations, outreach materials, and other work product developed under this contract are the property of the Water Authority. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in the Water Authority and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the Water Authority. Water Authority acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Work. 11. F'ORMAT OF DOCUMENTS: Documents submitted to the Water Authority in electronic format shall be formatted according to specifications provided by the Water Authority, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint, or other Microsoft Office format as appropriate for the particular work product or, if directed by the Contract Manager, in Adobe Acrobat pdf format. 12. CONFIDENTIALITY: (a) Confidential Nature of Information. Contractor shall treat all information obtained from the Water Authority in the performance of the Scope of Work as confidential and proprietary to the Water Authority and its Special and General Counsel. Contractor shall treat all records and work product communicated, prepared or maintained by Contractor in the performance of this contract as confidential. Contractor warrants that it has systems in place to assure its compliance with applicable state and federal laws relating to the collection and management of personal and confidential information. (b) Limitation on use and disclosure. Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor's scope of work. Contractor will not disclose any information under the Scope of Page 5of13 Work to any person other than as directed by Water Authority General Counsel or Special Counsel. (c) Privileged information. Contractor acknowledges that by definition its Scope of Work under this Litigation Planning Agreement is subject to privileges held by the Water Authority and its counsel, including without limitation the deliberative process privilege and the attomeyclient and attorney work product privileges ("Privileged Information"). Contractor will be receiving confidential litigation information, and will be providing_consulting advice to Water Authority counsel based on that information. All Privileged Information will not be shown to any third parties unless Contractor is compelled to do so by a court of competent jurisdiction. Contractor agrees to notify the Water Authority immediately in writing of any demand for Privileged Information so the Water Authority has time to object and protect such information. Contractor will protect the Privileged Information using the reasonable degree of care it uses to protect its own trade secrets and other privileged and confidential information. (d) Application. Information subject to this section includes communications, recordings, and writings of any type regardless of the medium of communication, recordation, or storage. (e) Survival. Contractor's obligations under this paragraph shall survive the termination of this contract. 13. PROHIBITED INTEREST: No official or employee of the Water Authority who is authorized in such capacity on behalf of the Water Authority to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving this contract, shall become directly or indirectly interested in this contract or in any part thereof. No officer or employee of the Water Authority who is authorized in such capacity and on behalf of the Water Authority to exercise any executive, supervisory, or similar functions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof. 14. CONFLICT OF INTEREST: (a) Local Conflict of Interest Code Compliance. The Water Authority has determined, based on the scope of the services to be provided by Contractor under this contract, that this contract does not confer on Contractor or any of Contractor's employees the status of a "designated employee" or "Consultant" of the Water Authority for the purposes of the Water Authority's Local Conflict of Interest Code and the California Political Reform Act. This contract does not require or permit Contractor to make a governmental decision as specified in 2 Cal. Code of Regs.§ 18700.3, subdiv. (a)(l), or serve in a staff capacity as specified in 2 Cal. Code of Regs.§ 18700.3, subdiv. (a)(2). (b) Disqualification. Contractor shall not make or participate in making or in any way attempt to use Contractor's position to influence a governmental decision in which Contractor knows or has reason to know Contractor has a direct or indirect financial interest other than the compensation promised by this contract. Contractor will not have such interest during the term Page 6of13 of this contract. Contractor will immediately advise the General Counsel or the Water Authority if Contractor learns of a financial interest of Contractor's during the term of this contract. If Contractor's participation in another Water Authority project would create an actual or potential conflict of interest, in the opinion of the Water Authority, the Water Authority may disqualify Contractor from participation in such other project during the term of this Contract. 15. INDEMNIFICATION: (a) To the fullest extent permitted by law, the Contractor shall (l) immediately defend, and (2) indemnify the Water Authority, and its directors, officers, and employees from and against any negligent or wrongful act or omission of the Contractor or Contractor's officers, employees, agents, or subcontractors. Liabilities subject to the duties to defend and indemnify include, without limitation all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. The Contractor's obligation to indemnify applies unless it is adjudicated that its liability was caused by the sole active negligence or sole willful misconduct of an indemnified party. If it is finally adjudicated that liability is caused by the comparative active negligence or willful misconduct of an indemnified party, the Contractor's indemnification obligation shall be reduced in proportion to the established comparative liability of the indemnified party. (b) The duty to defend is a separate and distinct obligation from the Contractor's duty to indemnify. The Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the Water Authority, the Water Authority and its directors, officers, and employees, immediately upon tender to the Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination of comparative active negligence or willful misconduct by an indemnified party does not relieve the Contractor from its separate and distinct obligation to defend the Water Authority. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent defense counsel ifthe Contractor asserts that liability is caused in whole or in part by the negligence or willful misconduct of the indemnified party. If it is finally adjudicated that liability was caused by the sole active negligence or sole willful misconduct of an indemnified party, Contractor may submit a claim to the Water Authority for reimbursement ofreasonable attorneys' fees and defense costs. (c) The review, acceptance, or approval of the Contractor' s work or work product by any indemnified party shall not affect, relieve, or reduce the Contractor's indemnification or defense obligations. This Section survives completion of the services or the termination of this contract. The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance. (d) To the fullest extent permitted by law, the Water Authority shall (1) immediately defend, and (2) indemnify the Contractor and Special Counsel, and their directors, officers, and employees, from and against any claims by a third party related to the failure of Contractor or Special Counsel to produce documents to a third party. Page 7of13 16. INSURANCE: (a) Requirement. Contractor shall procure and maintain during the period of performance of this contract, insurance from insurance companies authorized to do business in the State of California, as set forth in this section. These policies shall be primary insurance as to the Water Authority so that any other coverage held by the Water Authority shall not contribute to any loss under Contractor's insurance. Automobile liability: (with coverage at least as broad as ISO form CA 00 01 10 01, for "any auto") coverage in an amount not less than $500,000 per accident for personal injury, including death, and property damage. Workers' compensation and employer's liability: coverage shall comply with the laws of the State of California. A deductible or retention may be utilized, subject to approval by the Water Authority. All policies that include a self-insured retention shall include a provision that payments of defense costs and damages (for bodily injury, property damage, personal injury, or any other coverages included in the policy) by any party including additional insureds or insurers, shall satisfy the self-insured retention limits. (b) Endorsements. The insurance policies shall be endorsed as follows: Contractor's insurance is primary to any other insurance available to the Water Authority with respect to any claim arising out of this Agreement. Any insurance maintained by the Water Authority shall be in excess of the Contractor's insurance and shall not contribute with it. The Contractor's endorsement of insurance shall include a waiver or any rights or subrogation against the Water Authority, and its directors, officers, employees, and agents. Contractor's insurance will not be canceled, limited, amended, reduced in coverage amount, or allowed to expire without renewal until after thirty (30) days' written notice has been given to the Water Authority, or after ten (10) days' written notice in the case of cancellation for non-payment of premium. (c) Qualifications oflnsurer. The insurance shall be provided by an acceptable insurance provider, as determined by the Water Authority, which satisfies the following minimum requirements: An insurance carrier admitted to do business in California and maintaining an agent for process within the state. Such insurance carrier shall maintain a current A.M. Best rating classification of"A-" or better and a financial size of"$10 million to $24 million (Class V) or better", or A Lloyds of London program provided by syndicates of Lloyds of London and other London insurance carriers, providing all participants are qualified to do business in California and the policy provides for an agent for process in the state. Workers' Compensation and Employer's Liability shall be provided by an A-V rated carrier or by the California State Compensation Fund. If provided by a carrier other than California State Compensation Fund, Contractor shall provide proof of the carrier's A-V rating to the Water Authority. Page 8of13 (d) Provision of Insurance Prior to Commencement of Services. Before commencing any services, Contractor shall furnish certificates of insurance and endorsements affecting coverage on forms provided by the Water Authority, or on equivalent ISO forms that contain provisions required by this contract. 17. ACCIDENT REPORTS: Contractor shall immediately report (as soon as feasible, but not more than 24 hours) to the Water Authority any accident or other occurrence causing injury to persons or property during the performance of this Contract. If required by the Water Authority's Risk Manager, the report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence. 18. COVENANT AGAINST CONTINGENT FEES: Contractor agrees that its firm has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this contract, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this contract. For breach or violation of this provision, the Water Authority shall have the right to terminate this contract without liability, or, in its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee. 19. TERMINATION OR ABANDONMENT: (a) Water Authority's Rights. The Water Authority has the right to terminate or abandon any portion or all of the work by giving ten (10) days' written notice. Upon receipt of a notice of termination, Contractor shall perform no further work except as specified in the notice. Before the date of termination, Contractor shall deliver to the Water Authority all work product, whether completed or not, as of the date of termination and not otherwise previously delivered. The Water Authority shall pay Contractor for services performed in accordance with this contract before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work for any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by the Water Authority and Contractor for the portion of work completed in conformance with this contract before the date of termination. In addition, the Water Authority will reimburse Contractor for authorized expenses incurred and not previously reimbursed. The Water Authority shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section. (b) Contractor's Rights. Contractor, if Contractor is not in default or breach, may terminate Contractor's obligation to provide further services under this contract upon thirty (30) days' Page 9of13 written notice only in the event of a material default by the Water Authority, which default has not been cured within thirty (30) days following the written notice. 20. SUCCESSORS OR ASSIGNS: All terms, conditions, and provisions of this contract shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this paragraph is intended to affect the limitation on assignment. 21. ELECTRONIC COMMUNICATIONS: During the course of this contract, communications may occur through sending, receiving, or exchanging electronic versions of documents and e-mails using commercially available computer software and Internet access. Contractor and the Water Authority acknowledge that the Internet is .occasionally victimized by the creation and dissemination of so-called viruses, or similar destructive electronic programs. Contractor and the Water Authority view the issues raised by these viruses seriously and have invested in document and e-mail scanning software that identify and reject files containing known viruses. Contractor agrees to update its system with the software vendor's most current releases at regular intervals. Because of the virus scanning software, the respective computer systems of the parties may occasionally reject a communication. The parties acknowledge that this occurrence is to be expected as part of the ordinary course of business. Because the virus protection industry is generally one or two steps behind new viruses, neither party can guarantee that its respective communications and documents will be virus free. Occasionally, a virus will escape and go undetected as it is passed from system to system. Although each party will use all reasonable efforts to assure that its communications are virus free, neither party warrants that its documents will be virus free. Each party agrees to advise the other if it discovers a virus in its respective system that may have been communicated to the other party. Contractor shall identify reasonably foreseeable internal and external risks to the privacy and security of personal information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of the information. Contractor shall regularly assess the sufficiency of any safeguards and information security awareness training in place to control reasonably foreseeable internal and external risks, and evaluate and adjust those safeguards in light of the assessment. Contractor shall maintain its own e-mail system. Neither Contractor, its employees, its subcontractors, or subcontractor's employees shall be given a Water Authority e-mail address. 22. LAWS AND VENUE: This contract and disputes arising out of or relating to the contract or the parties' relationship are governed by the laws of the State of California. Any action or proceeding arising out of or relating to the contract or the parties' relationship shall be brought in a state or federal court situated in the County of San Diego, State of California. Page 10of13 23. ADMINISTRATION: (a) Contractor's principal place of business and agent for service of process. Contractor's principal place of business is 401 B Street, Suite 150,, San Diego, CA 92101. Contractor's agent for service of process is Chris Wahl. (b) Water Authority's Representative. Pursuant to direction and control of Water Authority General Counsel, the Water Authority's representative for administration of this contract is the Contract Manager. The Water Authority may change the Contract Manager at any time upon notice to the Contractor. (c) Contractor's Representative. The Contractor's representative for administration of this contract is Chris Wahl, who is designated as the Project Manager. The Contractor may change the Project Manager upon written notice to and approval by the Contract Manager. (d) Notices. Any notice or instrument required to be given or delivered by law or this contract shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified, postage prepaid, addressed to: San Diego County Water Authority 4677 Overland A venue San Diego, CA 92123-1233 Attn: Mark Hattam and Dennis Cushman Brownstein Hyatt Farber Schreck, LLP Attn: Chris Frahm 225 Broadway, Suite 1670 San Diego, CA 92101 Contractor: Southwest Strategies LLC 401 B Street, Suite 150 San Diego, CA 92101 Attn: Chris Wahl Either party may change the address or identity of the person for notices under this paragraph by written notice to the other delivered in accordance with this paragraph. (e) Routine Administrative Communications. Routine administrative communication required to be in writing may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Contractor and Contract Manager. Page 11 of 13 24. INTEGRATION AND MODIFICATION: This contract represents the entire understanding of the Water Authority and Contractor as to the Scope of Work. The Parties acknowledge they have other agreements related to matters that may or may not be implemented based on planning done under the Scope of Work. No other prior oral or written understanding shall be of any force of effect with respect to those matters covered hereunder. This contract may not be modified, amended, or altered except in writing signed by the Water Authority and Contractor. 25. ADVICE OF COUNSEL: The parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms, and conditions of this contract, and that the decision of whether or not to seek the advice of counsel with respect to this contract is a decision which is the sole responsibility of each of the parties hereto. This contract shall not be construed in favor or against either party by reason of the extent to which each party participated in the drafting of the contract. 26. INDEPENDENT REVIEW: Each party hereto declares and represents that in entering this contract it has relied and is relying solely upon its own judgment, belief, and knowledge of the nature, extent, effect, and consequence relating thereto. Each party further declares and represents that this contract is being made without reliance upon any statement or representation not contained herein of any other party, or any representative, agent, or attorney of any other party. 27. TIME: Time is of the essence in this contract. Any reference to days means calendar days unless otherwise specifically stated. 28. ASSIGNMENT OF ANTI-TRUST CLAIMS: The Contractor offers and agrees to assign to the Water Authority all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act [Chapter 2 (commencing with § 16700) of Part 2 of Division 7 of the Business and Professions Code], arising from purchases of goods, services, or materials pursuant to the contract. This assignment shall become effective at the time the Water Authority tenders final payment to Contractor, without further acknowledgment by the parties. The Contractor shall have the rights set forth in Sections 4553 and 4554 of the Government Code. 29. TAXES: The Contractor shall pay all applicable federal, state, and local excise, sales, consumer use, and other similar taxes required by law for the execution of the work. Page 12of13 30. SIGNATURES: The individuals executing this contract represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties have executed this contract on the following date. DATED: ffla,,,1, 30 , 2017 San Diego County Water Authority Southwest Strategies LLC Chris Wahl, President Brownstein Hyatt Farber Schreck, LLP Chris Frahm, San Diego Managing Partner Page 13of13 30. SIGNATURES: The individuals executing this contract represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties have executed this contract on the following date. DATED: !Ylaf"ch .3a '2017 San Diego County Water Authority Southwest Strategies LLC Mark J. Hattam, General Counsel Chris Wahl, President Brownstein Hyatt Farber Schreck, LLP Chris Frahm San Diego Managing Partner Page 13of13 30. SIGNATURES: The individuals executing this contract represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties have executed this contract on the following date. DATED: ;Y/arch 3 0 , 2017 San Diego County Water Authority Southwest Strategies LLC By: _ _ _ _ _ _ _ _ __ _ Mark J. Hattam, General Counsel By: _ _ _ __ _ _ _ _ __ Chris Wahl, President Brownstein Hyatt Farber Schreck, LLP Chris Frahm, San Diego Managing Pa11ner Page 13of13