MPRWA Regular Meeting Agenda Packet 02-14-13

Agenda
Monterey Peninsula Regional Water Authority (MPRWA)

Regular Meeting

7:00 PM, Thursday, February 14, 2013
City Council Chamber
Few Memorial Hall
Monterey, California

ROLL CALL

PLEDGE OF ALLEGIANCE

REPORTS FROM BOARD DIRECTORS AND STAFF

PUBLIC COMMENTS
PUBLIC COMMENTS allows you, the public, to speak for a maximum of three minutes on any
subject which is within the jurisdiction of the MPRWA and which is not on the agenda. Any person
or group desiring to bring an item to the attention of the Authority may do so by addressing the
Authority during Public Comments or by addressing a letter of explanation to: MPRWA, Attn:
Monterey City Clerk, 580 Pacific St, Monterey, CA 93940. The appropriate staff person will contact
the sender concerning the details.

APPROVAL OF MINUTES

1. January 10, 2013 Special Meeting

2. January 24, 2013 Regular Meeting

3. January 31, 2013 Special Meeting

AGENDA ITEMS

4. Approve Amendment to Contract for Executive Director Services with the City of Monterey
to Include Licensed Professional Engineer and Authorize Increase of Insurance Premiums
as Required (Action)

5. Approve and Authorize the President to Execute an Agreement to Form the Monterey
Peninsula Water Supply Project Governance Committee Together with California-
American Water Company, the Monterey Peninsula Water Management District, and the
County of Monterey and Appoint the Water Authoritys Representative to Said Committee
(Discussion/Action)

6. Review the First Amended and Restated Joint Exercise of Powers Agreement and
Recommend Execution by Member Cities and the County of Monterey to Add the the
County of Monterey as a Member of the Water Authority and to Make Other Modifications
to the Agreement (Discussion/Action)

7. Update on Member City Approval of Increased Member Contributions for FY 2012-13
(Information)

8. Approve Future Meeting Dates (Discussion/Action)

Thursday, February 14, 2013
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ADJOURNMENT

The Monterey Peninsula Regional Water Authority is committed to include the disabled in all of
its services, programs and activities. For disabled access, dial 711 to use the California Relay
Service (CRS) to speak to staff at the Monterey City Clerks Office, the Principal Office of the
Authority. CRS offers free text-to-speech, speech-to-speech, and Spanish-language services
24 hours a day, 7 days a week. If you require a hearing amplification device to attend a
meeting, dial 711 to use CRS to talk to staff at the Monterey City Clerks Office at
(831) 646-3935 to coordinate use of a device or for information on an agenda.

Agenda related writings or documents provided to the MPRWA are available for public
inspection during the meeting or may be requested from the Monterey City Clerks Office at 580
Pacific St, Room 6, Monterey, CA 93940. This agenda is posted in compliance with California
Government Code Section 54954.2(a) or Section 54956.

MI NUTES
MONTEREY PENINSULA REGIONAL WATER AUTHORITY (MPRWA)
Special Meeting
8:30:00 PM, Thursday, January 10, 2013
MONTEREY PUBLIC LIBRARY
651 PACIFIC STREET
MONTEREY, CALIFORNIA

Directors Present: Burnett, Edelen, Kampe, Pendergrass, Rubio, Della Sala

Directors Absent:

None

Staff Present: Legal Counsel, Interim Executive Director, Clerk to the Authority

ROLL CALL

President Della Sala called the meeting to order at 10:05 p.m. following the regular Authority
meeting.
PUBLIC COMMENTS

President Della Sala opened the item for Public Comment.

Tom Rowley encouraged the Authority to make a decision of project support by the CPUC
testimony deadline of February 22, 2013 but also to continuing evaluating new information if it
becomes available. Jim Cullem expressed that the Authority has paralysis by analysis and
encouraged the authority to consider alternatives or a combination of others. Unless they have
an absolute source of water that is guaranteed and wont be litigated, he discouraged the
Authority from supporting a project. Nelson Vega spoke Jim Cullems comments that the main
problem is source water.

AGENDA ITEMS

1. Receive Response Letter From California Office of the Attorney General and Take Action to
Recommend Amending the Joint Powers Agreement to Allow The County of Monterey to Be a
Participatory Member of the MPRWA, Subject to the Approval of the City Members and
Execution of the Agreement by the County of Monterey, and Provide Direction for Other
Changes as Necessary
Action: Approved

Legal Counsel Freeman introduced the item. He reminded the Authority that he had received a
letter questioning the compatibility of offices with the County of Monterey participation in the
JPA. The County requested an opinion regarding the matter and received a response from the
California Attorney Generals office which did not directly address the issue but indicated that
the Attorney General is willing to consider the issue in depth for a formal opinion and there will
likely not be an incompatibility of offices if the Joint Powers Authority agreement was amended
to include the unincorporated areas. A formed opinion is available but could take up to a full
year to be delivered.

Therefore Mr. Freemen recommended that the Authority direct staff to prepare an amended JPA
agreement which would then be forwarded to Attorney Generals office, along with a letter from
the County of Monterey in order to get a more definitive answer. Once approved, it would be
circulated to different cities for approval and signature. President Della Sala invited discussion
on the item from the Authority.
MPRWA Meeting, 2/14/2013 , tem No. 1., tem Page 1, Packet Page 1
MPRWA Minutes Thursday, January 24, 2013

Monterey Peninsula Regional Water Authority
Regular Meeting Minutes - Thursday, January 24, 2013
2

Director Rubio questioned the intention of the statement urban and rural water users and
would the change to be limited to Cal am service area. Legal Counsel Freeman responded if
we expand our zone of influence it should suffice.

President Della Sala opened the item to public comment, having no requests to speak then
closed and brought the item back to the Board for a motion.

On motion by President Della Sala, and seconded by Director Rubio and carried by the
following vote the Monterey Peninsula Regional Water Authority directed staff to amend the
Joint Powers Authority agreement to include the entire unincorporated area of Monterey County
and bring back for approval.
AYES: 6 DIRECTORS: Burnett, Edelen, Kampe, Pendergrass, Rubio, Della
Sala
NOES: 0 DIRECTORS: None
ABSENT: 0 DIRECTORS: None
ABSTAIN: 0 DIRECTORS: None
RECUSED: 0 DIRECTORS: None

ADJOURNMENT

With no further business to discuss, President Della Sala adjourned the meeting.
ATTEST:

Lesley Milton, Clerk to the Authority MPRWA President


MI NUTES
Regular Meeting
7:00 PM, Thursday, January 24, 2013
FEW MEMORIAL HALL OF RECORDS
COUCIL CHAMBER


Directors Absent:

None

Staff Present: Legal Counsel, Interim Executive Director, Clerk to the Authority

ROLL CALL


APPROVAL OF MINUTES

1. January 10, 2013

On a motion by Director Pendergrass, seconded by Director Kampe, and carried by the
following vote, the Monterey Peninsula Regional Water Authority approved the minutes of
January 10, 2013:

Sala

PUBLIC COMMENTS

Opened public comment
David Armanasco spoke representing the Deep Water Desal project and informed the Authority
that DWD has begun the CEQA/EIR process and has been in contact with the CPUC to provide
information in the Cal AM MPWSP EIR. He also said DWD has entered into an MOU with the
City of Salinas for a power sponsor agreement to purchase wholesale energy from Dynagy.
The relationship will allow DWD to purchase energy at a cheaper rate and the data centers
located on the Dynagy site will use the cold sea water to cool down the data center, in turn
preheating the water for desalination. This process will reduce total energy consumption and
will help the project achieve California carbon reduction requirements.

Dale Hekhuis expressed concern about a published interview with Director Burnett in the
Herald which indicated that Cal Am had a clear edge over the other projects. He also
expressed concern about the governance proposal and the proposed cost of the Cal Am project
in relation to the other projects. He questioned the criteria the Authority will consider to make
the selection of a preferred project. Director Burnett spoke to Mr. Hekhuis comments that he
was speaking on his own behalf, not on that of the Authority and that he was stating a position

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with facts based from the SPI consultants report that they are further along in their process
than the other projects and do have an edge in various capacities over other project.
Tom Rowley reflected on the public defeat of prior opportunities for public ownership of water
and attributed it to a lack of collective leadership by the public officials, which lead to people
being mislead, and vote no. He then thanked all of the elected leaders indicating that taxpayers
appreciate the collective leadership to get behind and support a project that the Peninsula so
desperately needs.
Bill Hood said he would not object if the Authority selects the Cal Am project, if the decision is
based on the purpose to develop the lowest cost water supply and providing water in the
shortest possible time. He commented on the surcharge that it should not be a burden on the
taxpayers, which it could leave with stranded costs, and encouraged sharing of the risk by
utilizing the surcharge during less risky project phases.
George (name) discouraged the Authority from acting too quickly but to grant a thorough
evaluation in the taxpayers best interest. If the Authority works diligently and prudently, the
State Water Board should grant more time. He then spoke in support of local ownership and
public independence encouraging more individual participation with rainwater capture and gray
water incorporation, then encouraged the Mayors empower their citizens to be proactive.

Safwat Malek spoke representing Rate Payers First and a provided a petition addressing the
Water District, the Authority and the CPUC asking for lowest cost, and public ownership and
financing.

Rudy Fisher encouraged the Authority to still continue pursuing a contingency project as a
backup plan and spoke in support of the surcharge as away to lower the overall cost of
producing water. He encouraged structuring the surcharge as a last dollar in method to
ensure Cal Am adopts a certain amount of risk which would keep the project on track. He
disagreed with Mr. George () comments that the authority should act quickly. With no further
requests to speak President Della Sala closed public comment.

AGENDA ITEMS

2. Approve Contract for Executive Director Services with the City of Monterey (Discussion/Action)
Action: Approved

Interim Executive Director Meurer presented the report including the recommendation that the
Authority approve the contract. The City of Monterey would be the hiring agency, and made the
selection with the recommendation of the JPA. The position was budgeted for 600 hours for the
next 6 months, and 20 hours a week thereafter. Mr. Meurer also commented that this was
contingent upon all member Cities approval of additional allocations to fund the budget
adjustment passed on January 10, 2013.

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President Della Sala opened the item for public comments and Bill Hood congratulated the
Authority and Mr. Reichmuth on his appointment. With no further requests to speak, President
Della Sala closed public comment and brought the discussion back to the Board. Director
Burnett commented that he was pleased Mr. Reichmuth accepted and is willing to take on the
challenge and thinks he is the right person to work with the Authority.
On a motion by President Della Sala, seconded by Director Pendergrass, and carried by the
following vote, the Monterey Peninsula Regional Water Authority authorized entry into a contract
with the City of Monterey for Executive Director Services.

Sala

3. Review and Discuss Project Evaluation Matrix Submissions by the TAC, Monterey Peninsula
Water Management District and SPI Consultants (Information/Discussion)

President Della Sala opened the item indicating the Monterey Peninsula Water Management
District was not able complete the matrix due to the time constraints. Director Burnett, as Chair
of the TAC, delivered the matrix with comments from the TAC from the meeting on January 24,
2013 at 2:00 p.m.
He prefaced the discussion indicating the TAC only made comments when they had a different
view than what the SPI consultants prepared and acknowledged that while there are three
projects, based on the current questions surrounding the People's Moss Landing (PML) project
and no communication with them to refute, the TAC focused the deliberation on the first two of
three projects. He requested If the PML is still a live project, they need to make that known
since they have not been involved. President Della Sala commented that Director Burnett acted
as a moderator for the TAC and represented the TAC members independent of Director
Burnetts personal perspectives and comments.
Director Burnett then indicated the purpose of the matrix was to assist the Authority with
collecting the information communicated important by the Authority.
Pendergrass asked if the intent of this discussion was to make a decision on project support.
President Della Sala responded that the matrix is a tool that will assist with the decision making.
He said there will be a special meeting on January 31, 2013 and it will be agendized to identify
a project to support. Director Burnett discussed information on the matrix and answered
questions of the board.
Director Rubio, questioned if the possibility of a Tsunami was considered and if it would the
placement of other projects. Director Burnett answered that the TAC did not discuss the issue
of Tsunami, but acknowledged it should be added to the matrix. With no more questions from
the Directors, President Della Sala opened the item for public comments.

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Bill Hood questioned the TAC position on private vs. public ownership indicating he knew
different TAC members had clearly opposite opinions. Director Burnett acknowledged that there
was a diversity of views represented on the TAC and they tried to incorporate into the
document.
Dennis Ing answered questions about the Deep Water Desal Project financial ability to
compete indicating they are private investors that are seeking to build the facility with 100% risk
and no impact on the ratepayers. If the project is successful through the permitting process,
they proposed it to be a publicly financed project. A JPA would be the financing agency and
would own the project. The project owners have engaged professional firms since the
beginning and have professional opinions that assure that the project would be eligible for tax
free municipal bond status.

Norm Grut the Executive Director of the Monterey County Farm Bureau indicated he is a Pacific
Grove resident and that personally and professional wants a solution for an adequate water
supply. He spoke to the reluctance of the agricultural community to support a project and
indicated that the aquifer is an asset which the Agricultural community has spent millions of
dollars to enhance, improving and protecting after they found about the salt water intrusion
problem. Therefore they are unwilling to take a risk without a guarantee of success. The test
wells will take years, but will give verifiable evidence that there will be no harm. He encouraged
the Authority to look at alternative risks and alternative projects.

George Schroder spoke representing the People's Moss Landing project apologize for the lack
of interaction as he was out of the country. He requested a few more days to respond, and was
disappointed the TAC ignored the committee because no one responded. He feels it is the best
site for the project, and as a public agency. He assured the Authority that they would respond to
any questions posed in the next three days and requested more time to provide information to
the Authority. He said PML will be continuing to work with ESA to provide responses to the EIR.
Nancy Isakson from the Salinas Valley Water Coalition spoke in support of the comments made
by Mr. Grut that the Salinas Valley has spent thousands of dollars and still has not resolved the
salt water intrusion problem. She expressed appreciation of the TAC's recommendation that the
Hydrologist Tim Durbin's comments are addressed. The well does need to be real time tested,
at least 2 years for adequate data, to show there will be no impact or harm to the basin. She
said it was short sighted to select a project when the EIR's are not completed yet, as the
potential impacts and mitigations measures will determine the true cost of the project.
Tom Rowley thanked the TAC for the detailed analysis and requested the Authority address
three additional hurdles: intake source, Hydrologist Tim Durbin's testimony and build a
survivable project that can withstand earthquakes.
David Armanasco spoke to the SPI report that the Monterey Peninsula residents are concerned
about costs, so it is important to point out the cost per acre foot on each project.
Nelson Vega suggested using this matrix to pull the components together that make the most
sense and focus on the issue of source water.
Dale Haikus expressed concern that there was not more mention of project risk. Director
Burnett encouraged Mr. Haikus to attend the next TAC meeting on January 28, 2013 at 2:00
p.m. to voice the comments and participate in the discussion.

5
Lorin Letendre President of the Carmel River Watershed Conservancy thanked the Authority for
the efforts to attain a water supply and encouraged consideration of contingency plans and
about who is going to be advocating before the State Water Resources Control Board for an
extension. With no more requests to speak, President Della Sala closed public comment and
brought the discussion back to the board.

Director Pendergrass questioned the necessity to make a decision for project endorsement at
this time indicating there is too much legal risk and said the Authority should be concentrating
on GWR and recycled water options. Director Burnett responded that if the Authority desires to
submit testimony prior to the February 22, 2013 CPUC deadline for the Cal Am project, staff
will need adequate time facilitate the direction provided.

Director Rubio encouraged the Authority to make a decision indicating the information Director
Pendergrass is requesting could take up to a year or more to have. He supported a decision
now to be able to submit testimony to the PUC to include what is important to the public, an
adequate water supply.
Director Burnett reaffirmed that he only acted as a moderator during the TAC meeting but as a
Director would like to express his positions on the different categories. He indicated that it was
important to share his position before the Special meeting and receive feedback.
Size and Intake Source: the size of the facility is less important than the source of water
intake and permitting. For permitting, a project must pursue slant wells first then over to
open water without having to start from scratch. If DWD wants to accommodate this
position, they need to come forward with a proposal.
Economics: If the Authority chooses to support the Cal Am project, the Authority must
insist acceptance of a Public Financing Proposal. Cal Am must provide proof that they
have access to SRF funds and Surcharge 2 lowers Net Present Value calculations to
reduce rate shock, but must be targeted at portions of the project that are lower risk.
Public vs. private ownership: there are two benefits to public ownership; cost and
control. Control, not for control sake, to make sure the public has a voice in the
decisions that matter. Government is not always better at doing things than private
business and vice versa. The governance proposal will identify the key decision points
that the public has a local voice in.
Director Burnett stated that this is not an opportunity to submit a list of questions and problems
with the proposal but to provide what solutions the Authority wants to see come out of it.
Director Kampe applauded the specific and tangible proposal and a great point of reference for
the next meeting. He acknowledged that there will be controversy from some perspectives, but
to point to a clearly preferred alternative will take 2 years with the slant well tests.

President Della Sala thanked the TAC and Director Burnett for his work on the item and
encouraged the Authority and the public to consider what was presented and be ready to
discuss next Thursday, January 31, 2013 at a special meeting.
Director Pendergrass indicated that he was not comfortable with taking action next Thursday to
select a project but should discuss it further. Director Rubio suggested a two part decision. One
backing a project, second what project. He also requested Director Burnett to provide his
comments in writing for review.

6
Director Edelen acknowledged that there will never be perfect information but the Authority
needs to rally collectively. City Manager Meurer stated that the public is looking to the authority
to make a decision and bring order to all aspects and give a rational point of view on behalf of
your constituents.

4. Discuss Draft Governance Proposal and Provide Direction to Staff
Action: Discussed and Provided Direction

Don Freeman introduced the item and explained the three categories and indicated it was
structured in such a way it is not CEQA reviewable. Only decisions this body will be involved in
and will not require any type of change or effect on the environment. If Cal am does not take
the recommendations, they will have to answer to the CPUC.
Director Burnett indicated that the document included in the packet is similar version to what
the Authority voted on in September 2012 as well as the draft version that was before the board
on January 10, 2013. He indicated that this project is a good case study how CEQ could be
improved. He requested comments and direction from the Authority to be incorporated before
the next meeting.
Director Pendergrass questioned if the proposed governance committee would be subject to
the Brown Act. Legal Counsel Freeman responded that if this proposal is it would be a separate
group in and of itself. President Della Sala opened the item for public comment.

Bill Hood said that the document as excellent but should consider value engineering and to give
a definition of what that is. He also suggested that the stipulation listed in Category B that
allows the agency to give direction should remain in category A. He said that the dispute
section was in conflict and inconsistent. He then spoke to review and recommendations of
change orders of over $1 million saying it should remain in category A if you are going to exert
cost control. With no more requests to speak, President Della Sala closed public comment and
brought the discussion back to the board.
Director Burnett responded to Mr. Hood's comments indicating defining the role of value
engineer is excellent and the committee will work more on that and indicated that he wants this
governance to work but that it cannot create delay.
ADJOURNMENT

With no further business to discuss, President Della Sala adjourned the meeting at 10:12 p.m.

ATTEST:

Lesley Milton, Clerk to the Authority MPRWA President


MI NUTES
Special Meeting
7:00 PM, Thursday, January 31, 2013
FEW MEMORIAL HALL OF RECORDS


Directors Absent:

None

Staff Present: Legal Counsel Freeman and McLaughlin, Executive Director, Clerk to the
Authority

ROLL CALL

President Della Sala called the meeting to order at 7:01 p.m. with all Directors present.

PUBLIC COMMENTS

President Della Sala invited public comment for items not on the agenda. Nelson Vega
commended Mayor Burnett for an outstanding job making contact with influential people and
working for the benefit of the Authority. He encouraged the public to attend a Monterey
Peninsula Water Management District special meeting next week and then he requested the
Authority to petition the State Legislature for an extension for the cease and desist order.
Dan Turner said it was obvious that the Authority is leaning toward the Cal Am project and
understood the position because it appears they can deliver but cautioned the authority
because he thinks the slant wells have a high chance of resulting in a lawsuit, which Cal am
would likely loose. He then spoke against the history of Cal Am projects.

Anthony Tersol from the Surfrider Foundation read an excerpt from a letter the Monterey
Regional Water Pollution Control Agency delivered to the California Public Utilities Commission
which indicated there is ample water physically available and that over the last 13 years over
10,600 acre feet of water was treated and discharged in the outfall. He encouraged the
consideration of utilizing water that is treated and discharged instead of desalination.
President Della Sala reminded the audience that public comments related to an agendized item
should be delivered when the Authority opens public comment for that specific item.
Alan Haffa questioned the water supply governance contract. He expressed concern the
Authority may be sacrificing the ability to govern in the future with the proposed document and
encouraged each Director to seek legal advice from the City they represent before final
adoption of the document.

Darby Moss Worth spoke in support of a public water option. She thinks the Public has been
predominantly vocal supporting a public option and encouraged the Authority to listen.
Ellison Ferrall spoke of his experience of financing startup and entrepreneurs. He then spoke in
support of innovation and encouraged the Authority to think outside of typical methods and
practices. He said innovation and marketing is an investment, as well as cost. Trust innovation
and set the standard.

Special Meeting Minutes - Thursday, January 31, 2013
2
Steve Ecklund spoke in support of publicly owned water and against Cal Am's because they are
a for profit company.
George Riley spoke representing Citizens for Public Water commending the Directors for
putting together a package that might work and he hopes Cal Am will recognize and accept the
proposal. He expressed concern that that Cal am has too many hurdles that are not addressed
including litigation and water rights and the fact Cal am has not agreed to the conditions or the
numbers presented in the SPI report. He spoke to the fact he has and will continue to advocate
for public ownership and lowest cost therefore his efforts going forward will be to focus on an
alternative option and will work with the Water Management District to try to make the
alternative project a viable project. With no further requests to speak President Della Sala
closed public comment.

AGENDA ITEMS

1. Approve Budget Adjustment Necessary to Fund Separation Processes Inc. and Kris Helm
Consulting to Prepare Testimony To Be Submitted To the California Public Utilities Commission
on February 22, 2013 and Appear at Subsequent Hearings in April. (CPUC A 12-04-019)

Executive Director Reichmuth reported that staff has been compiling comments for the
testimony to be submitted to the CPUC by February 22, 2013. However, in order to facilitate the
written comments for the testimony, staff is requesting the authority approve an additional
contract with the Consultants for their expertise and experience. Staff recommends using
money from the contingency line item from the amended budgeted for FY12-13 therefore no
additional funds will be requested from the member cities. Member Reichmuth answered
questions from the Directors. Mayor Burnett indicated that in addition to SPI Consultants and
Kris Helm Legal Counsel Russ McLaughlin and Ron Larkin will also be participating, and funds
will be used from the previously approved budget.

Director Edelen questioned the testimony process to understand the need and the cost for
staffing. Russ McLaughlin clarified that no one is attending the testimony hearing on February
22, 2013 but that comments submitted will be written testimony. Later in April, there will be an
evidentially hearing before the CPUC where witnesses that provide written testimony will be
subject to cross examination.

President Della Sala opened the item for public comment and with no requests to speak closed
public comment.
Director Rubio spoke in support of sending the necessary professionals indicating the weight of
the expertise will have an effect that will be evident to the hearing and does not think this is a
waste of money. Director Pendergrass agreed with Director Rubio's comments.
On a motion by Director Kampe seconded by Director Rubio and carried by the following vote,
the Monterey Peninsula Regional Water Authority amended the FY 2012-13 approved budget
by a maximum of $15,000 as necessary to Fund Separation Processes Inc. and Kris Helm
Consulting to Prepare Testimony To Be Submitted To the California Public Utilities Commission
on February 22, 2013 and Appear at Subsequent Hearings in April. (CPUC A 12-04-019):

Sala

3

2. Discuss Status of Desalination Project Proposals and Provide Direction to Staff for Submission
of Testimony to the California Public Utilities Commission on February 22, 2013 (CPUC A 12-
04-019)

Executive Director Reichmuth presented the report and projected the staff report on the screen
for the benefit of the public. He spoke to the fact there is only one application before the CPUC
at this time and reiterated that the Authority policy has been to consider all projects equally, but
suggested that the Directors are able to make a preferred suggestion, which would not preclude
the other projects. He indicated the Staff recommendation is that the Authority can conditionally
support the Cal Am Monterey Peninsula Water Supply project. He then referenced justifications
for the recommendation, which are listed in the agenda documents including a cost sensitivity
evaluation and the decision matrix which were used to draft the deliberative document as
supporting materials. Mr. Reichmuth requested the Authority to provide guidance from the
Directors to be able to draft the testimony to be submitted and asked for comments regarding
the enclosed Deliberative Document.
Legal Counsel Freeman presented the history of the Authority, the water shortage issue, and
the reason for which this decision must be made. He clarified the process for the submission of
testimony and why the Cal Am project is the only project being regulated by the CPUC. He then
requested the Authority, based on what information is available today, to direct staff regarding
information and direction to include within the testimony document. Staff answered questions
from the Directors.

Mayor Burnett spoke to Director Pendergrass question regarding the contingency plans and the
technical and legal risk over the slant wells. The case was made to the CPUC in December and
the language included in the document requires Cal Am to fully develop a contingency plan that
does not involve wells in the Salinas basin the event that the slant wells are deemed
technologically or legally infeasible. Director Rubio questioned the Authoritys ability to require
accountability on the proposed policy document and questioned if the Authority would change
the recommendation if Cal Am does not comply with the conditions. The Authority agreed to
revisit the issue if this Cal Am does not comply with the conditions.

President Della Sala opened the item for Public Comment on the agenda item. Libby Downey
questioned why the document was negotiable then expressed concern that the proposed
surcharge would be paid at the expense of current residents and future residents would benefit.
She then encouraged the Authority to work with the Water Management District as they have
access to SRF loans and Cal Am cannot and indicated that the governance needs to be more
specific because she thinks it is problematic moving items between B and C. Then Ms. Downey
questioned if the Authority considered the Poseidon project strategy so the public would buy the
plant after 30 years as well as questioned if the Authority considered costs of procuring energy
from the Waste Management District. She suggested asking a City to help get power at a less
expensive rate. Ms. Downey said that Salinas Water Rights concern her and directed the
Authority to keep other projects supported and online. Lastly, she thanked Director Burnett for
all his efforts.

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Alan Haffa spoke to Mr. Reichmuth's comment, and encouraged the Authority to keep all
projects under consideration. He expressed that he does not think that the Cal Am project is
cost comparable and in terms of viability and that the slant well technology and ability to be
permitted has real questions. He then requested the Authority demand more control over the
facilitation of the surcharge as a condition of support, and the Authority should use the current
ability to leverage in order to get the best deal for the public as it is the only way to make it
viable. Lastly he requested insertion of stronger language to unilaterally change the support to
a contingency plan.

Norm Brut, Executive Director of the Monterey County Farm Bureau indicated there are
concerns over the well site in North Marina, and the science and risks around the slant wells
including endangered species, shallow cliffs, the insufficiency of the water. Information
presented at the workshop indicated they are going to hold any process that is subsurface to a
no harm standard similar to any aquifer which presents a problem you have to show no harm to
the aquifer as well as to the ocean itself. He encouraged the Authority to ensure there are
alternative sites included in this process and are done concurrently and in parallel.
Sandy Teal publicly thank the Authority for taking the time to do the necessary research and
was was pleased to hear about the MPRWA coming forward as he felt this group represented
both the people and the businesses. He urged the Authority to make the vote of project support.
Tom Frutchey City Manger of Pacific Grove spoke in support of the Pacific Grove Small Water
Projects indicating it does meet all the criteria requested and indicated that the Administrative
Law Judge also supported this project. He indicated it is not a competing project but is a
complementary project, characterized by low energy and low environmental footprint which can
address multiple city objectives, reducing storm water flows, helping the areas of biological
significance (ASBS) and is not just a Pacific Grove City project but will address the NIP
program in Monterey and will allow the return of the Cal Am Corporation yard as a
neighborhood aspect. The project would have full public ownership, low public financing with a
simplified governance structure with, full public input and transparency. Without unanticipated
delays, could be online prior to January 1, 2016. Lastly, he indicated that it would provide good
will and justification to delay the imposition of the cease and desist order and requested the
support of the Authority for the project.

Nelson Vega strongly urged the Authority to follow through with making a decision, thanked
Directors Burnet and Della Sala for their work and encouraged the Directors not be distracted
by comments made that are irrelevant to this discussion and decision. He then spoke to Ms.
Downey's comment that it is unreasonable to expect a company to make all the capital
investment and then sell it to the community for a dollar.
Rudy Fischer spoke to Mr. Frutchey's comments and encouraged the Authority to support the
Pacific Grove Small water projects as a viable option. He then encouraged the Authority to use
leverage to get some accountability regarding the surcharge.
Ellison Ferrall presented the idea that the Federal government has a lot of ships that are
mothballed and currently contain desalination capabilities and the Authority should consider
innovative ideas such as utilizing and converting these ships to floating desalination plants.
Rene Boscoff, General Manager of the Monterey Marriot said that our community has debated
the water issue for over 35 years and indicated that the Authority must find a solution to the
water issue. If businesses are required to reduce water consumption by 50% there will be a
devastating effect on the community. The number one generator of revenue in this community
is hospitality; therefore it is necessary to find a steady, predictable water source. He asked that
the Authority support the MPWSP as presented in the staff report.

5
Ken Talmage requested that the Authority consider strengthening the conditions on the second
page regarding the contingency plan and indicated that cost is less important than timing
indicating that there is less than 4 years before the cease and desist order comes into effect.
He spoke to the current schedule of slant well test and requested the Authority to strengthen
the 6th bullet and get the first option implemented so they are testing two things at the same
time.

Sue McCloud commented on the deliberative statement fully realizing this discussion is related
to a snapshot in time. She questioned the specific language which is quantitative, but not
defined, indicating there may be push back about what is meant by "suitable" and "competitive".
She also expressed there is a difference in style as sub points, or declarative points indicating
the declarative are much stronger. She questioned the item on page 4, item 4, questioning if
Cal Am was to fund lower risk phases, because the Authority had expressed desires to have
the surcharge fund the lower risk portions. She then echoed Director Pendergrass comment
about power needs from local municipal utilities. Then she noted paragraph 11 speaks to
governance and since there is no approved governance agreement it may need to be recast as
"working to avoid".
Alan Williams spoke about the historic process of the Carmel River Dam EIR process and how
there were no project alternatives which is a reason we have the current dilemma. He
encouraged the Directors not to leave the community without a viable alternative and said the
proposed document is appropriate for an environmental process. He spoke in support of an
alternative project proposal at the Moss Landing site as there is current infrastructure there and
environmental reports which make it a viable alternative.
Bonnie Adams Executive Director of the Monterey County Hospitality strongly recommended
that the Authority support the Cal Am MPWSP. She supported her position by saying the details
have been vetted by the TAC and the Cal Am project is only one before the CPUC. They have
an EIR, as well as the technology, managerial and technical capabilities to build and per the
SPI report is the only one close to being built in time. Failure to find a solution will impact the
community dramatically.
Sam Philips from the Monterey Commercial Property owners association read a letter by the
Coalition of Peninsula Businesses urging the Authority to make a decision to support Cal Am
project. All critical information was submitted and evaluated appropriately; the Process has
been fair and objective and it is clear the Cal Am project needs your support. Monterey
Commercial Property Owners Association is also requesting support of the Cal Am project at
this time. MCPOA has always taken the stance for the lowest cost but a project that can be
here in time is more important. Lastly, Mr. Philips made comments about the size of the
desalination plant indicating this problem has been discussed for more than 30 years and would
like to see the Authority support projects that will provide enough water and not hinder
development and growth. By accepting a plant that does not produce sufficient amounts of
water is kicking the can down the road. He encouraged the Authority to support the largest
plant and allow the agencies to regulate as they were put in place to do.
Jody Hansen spoke representing the Monterey Peninsula Chamber of commerce in support of
Mr. Phillips comments and commended the Authority for exemplary work. She expressed
support of selection of the Cal Am project, but to keep the alternatives in mind. Economic
vitality really depends on this. Jobs will be lost and lifestyles will be impacted.

6
Anthoy Tersol of Surfrider spoke to the ground water replenishment issue and the size of the
final facility. He indicated Surfrider is an environmental organization but the members work in
the trades and everyone will be affected and encouraged the Authority to consider other
solutions outside of desalination including the use of the water treated at MRWPCA and
discharged.
John Narigi spoke of his service on the TAC indicating he has learned to respect the public
official as they are required to listen to the complaints and comments. He thinks the TAC did an
excellent job, directed by this group and each member put in a many hours working together
and was a consensus but did not always agree. He spoke to the fact the same people
participate in each meeting and it is clear that Cal am is the front runner in this race. He spoke
in agreement with the conditions presented an indicated that an alternative is a must. He
requested the Directors to please address this water issue so we can all focus on a project and
make sure it will get across the finish line as close as it can to the deadline indicating rationing
is a serious problem that hoteliers cannot answer. The Plaza made drastic, expensive changes
to save water and keep costs and ability up to keep earning the TOT. Encouraged the decisions
to be made not just for adequate supply but for ample supply for future needs.

David Armanasco speaking for Deep Water Desal and on behalf of the DWD colleagues want
to extend compliments about the process that the Authority has conducted, that it was a well
run and intended process and thanked the members of the TAC with whom they have spent
many hours working with. He wanted to make sure that people in the audience and the
Authority identify that this document does not recognize that DWD has begun the EIR process.
He acknowledged that there are serious questions about the Cal Am project and DWD will
continue to go forward. Thank for being part of the process and good luck.
With no more requests to speak, President Della Sala closed public comment and adjourned to
a 10 minute break. He Reconvened the meeting at 9:13 p.m. and indicated that the Authority
has already expressed support of the Pacific Grove Small Water Projects. President Della
Salsa responded to some of the public comments made referencing the document then moved
forward.
Director Rubio expressed disappointment that the public is not as diverse as the people that are
going to be affected by what happens here tonight. The people that depend on this water for
jobs and raising their families are not here represented. Those folks are not represented but is
sure they have a lot to say about the viability of those projects and how it will impact them. He
expressed disappointment that the facilities and the document should consider a general plan
build out. All mayors have a general plan in their cities which will need to be updated. We have
an opportunity to request the CPUC to consider a full general plan build out in the scope. From
all the comments we herd tonight it is appropriate for the CPC /CEQA to consider other projects
as alternatives and it is up to the project proponents to gain the legs to catch up so we can
consider them as viable alternatives. This discussion relates to the CPUC and the one project
under review, as the others do not fall under the jurisdiction.
President Della Sala asked Legal Counsel if there are any legal issues to request the CPUC to
include a full build out of the cities general plans given the project we are supporting will be
significantly small than the general plan build out? Legal Counsel McLaughlin responded that
the Authority can make that statement in testimony from a policy stance, but cautions that the
scoping memo from the EIR was last fall, the EIR is well underway, while we may make that
comment, we cannot guarantee it will have an impact due to timing and other participating
testimony on the merits of the project while the EP is being handled separately by the energy
portion of the CPUC however there will be no harm making the comment from a policy
standpoint.

7
Director Edelen agreed with Director Rubios suggestion and thanked the Staff and Director
Burnett for all the work that has been done. He then spoke to Director Burnetts comments that
Cal Am's slant wells may not be successful it that must be understood all of the Directors have
to agree on the one collective political project. The project that appears the furthest along is Cal
Am, and if we have some influence over that project then we might be able to have impact over
some aspects of pricing and other outcomes. Recommends supporting one project collectively.
Director Pendergrass spoke to comments made last week that if we support a project it needs
to be conditional and should be validated by the PUC. We do not want to support a project that
will fail with no alternatives. He expressed concern about how the Authority will be able to
control the 99 million dollar surcharge and wants to convey the Authority concerns to the
CPUC. He commended the President and Vice Chair for work on this project and spoke to the
Authority Mayors active participation with the publics best interest at hand.
President Della Sala spoke to the concerns on page 1, Item number 3, referring to the
purchasing powers with a municipality and should add public entity to that sentence. He then
spoke to comment about innovation and encouraging residents to install catchment basins on
roofs indicating it was not cost effective to put catch basins on system on existing buildings but
truly does not think it will get enough water to meet the communitys needs. He then spoke to
the surcharge comments that the reason for that proposal is to save money on interest and
indicated that Mayor Burnett has crafted a solution to the risk regarding that surcharge and if
that goes forward it would in effect once the permits are granted from the Coastal Commission
so the ratepayer funds are less at risk.
Director Burnett also responded to the comments about the surcharge and the concern
expressed by the public and the Water Management District meeting as the goal is to reduce
the financing cost and the net present value cost of the facility to our community. Total savings
are well over $100 million that we would be brining to our community by introducing sources of
public financing into this project.
Director Burnett moved that the Authority adopt the proposed position statement with the
following adds/modifications:
1. Reiterate a support for a portfolio approach for ASW and GWR and note that all have
public ownership and must include a desal project.
2. Reference the existing the policy statement passed at a meeting regarding the
principals
3. Identify edits within document. First page, item 3: the cost of electricity add in "other
public entity or other source of power" which was intended to be a broader list. Next
bullet 4: Cal Am must agree to limit the cost of revenue from Cal Am Surcharge 2,
should read, "for example Cal Am would agree to use surcharge 2 to fund lower risk
parts or phases".
4. Correct the way we are approaching contingency, to pull out the two last bullets of 5 to
form their own number 6 to signal they are not sub issues but primary issues. The
Second bullet: Cal Am must fully develop a contingency plan and implement for source
water not in the Salinas Basin. This must be done concurrently with the planning and
test wells.
5. Under the general heading "fiscal am meets the above condition:" would clarify Cal Am's
current project size, consistent with replacement and replenishment, to include lots of
record and economic rebound.
6. Point 11: Include "draft" before the governance committee agreement anticipated to be
finalized in the next couple of weeks.

8
Seconded by Kampe. Discussion on the Motion. Director Pendergrass requested number 10,
regarding project alternatives, should be emphasized to be stronger. We don't want to go back
to square one. Director Burnett proposed the change to read, "More over the Authority
reiterates that both be reviewed at the project level." Director Kampe agreed to the
modification.
On a motion by Director Burnett seconded by Director Kambe and carried by the following vote,
the Monterey Peninsula Regional Water Authority adopted the proposed position statement with
the following adds/modifications:
1. Reiterate a support for a portfolio approach for ASW and GWR and note that all have
public ownership and must include a desal project.
2. Reference the existing the policy statement passed at a meeting regarding the principals
3. Identify edits within document. First page, item 3: the cost of electricity add in "other
public entity or other source of power" which was intended to be a broader list. Next
bullet 4: Cal Am must agree to limit the cost of revenue from Cal Am Surcharge 2,
should read, "for example Cal Am would agree to use surcharge 2 to fund lower risk
parts or phases".
4. Correct the way we are approaching contingency, to pull out the two last bullets of 5 to
form their own number 6 to signal they are not sub issues but primary issues. The
Second bullet: Cal Am must fully develop a contingency plan and implement for source
water not in the Salinas Basin. This must be done concurrently with the planning and
test wells.
5. Under the general heading "fiscal am meets the above condition:" would clarify Cal Am's
current project size, consistent with replacement and replenishment, to include lots of
record and economic rebound.
6. Point 11: Include "draft" before the governance committee agreement anticipated to be
finalized in the next couple of weeks.
7. Number 10 be changed to read, "More over the Authority reiterates that both be
reviewed at the project level."
Sala

On a motion by Director Rubio and seconded by Director Edelen and carried by the following
vote the Monterey Peninsua Regional water Authority directed staff to to submit written
testimony to provide a policy statement of the need for preference for full consideration of full
general build out for the sizing of the project and directed staff to work with members of the
Authority to review the testimony to make sure it is accurate to reflect the amended motion.
AYES: 5 DIRECTORS: Burnett, Edelen, Pendergrass, Rubio, Della Sala
ABSTAIN: 1 DIRECTORS: Kampe

9

President Della Sala invited discussion on the motion. Legal Counsel confirmed that it does not
conflict, but does broaden the bounds analysis. It does not modify the Authoritys position about
the size of the project but for environmental purposes should look at something broader. In the
even there is an opportunity for expansion we do not have to go through an EIR process again,
just supplemental or amend. Director Kampe expressed concern about how much water is
involved in "full general plan build out" acknowledging that it is dependent on each city's current
adopted general plans.
With no further business to come before the Authority, President Della Sala Adjourned the
meeting.

ADJOURNMENT

ATTEST:

Lesley Milton, Clerk to the Authority, Authority Clerk MPRWA President


Monterey Peninsula Regional Water Authority Monterey Peninsula Regional Water Authority Monterey Peninsula Regional Water Authority Monterey Peninsula Regional Water Authority
Agenda Report Agenda Report Agenda Report Agenda Report

Date: February 14, 2013
Item No: 4.

08/12

FROM: Prepared By: Clerk to the Authority Milton

SUBJECT: Approve Amendment to Contract for Executive Director Services with the City of
Monterey to Include Licensed Professional Engineer in the title and Authorize
Increase of Insurance Premiums as Required (Action)
RECOMMENDATION:

That the Authority adopt the attached Resolution authorizing the contract for employment
services with the City of Monterey to modify position title to read Executive Director/Licensed
Professional Engineer and to authorize an increase in the Special Liability Insurance Policy as
recommended.

DISCUSSION:

At the December 24, 2012 meeting, the Authority directed staff to proceed with hiring an
Executive Director and requested a member city to sponsor the position, as an employee and to
contract for services. The City of Monterey facilitated this request, and both the Authority and
the City of Monterey approved and executed a contract for services for the position of Executive
Director.

Bill Reichmuth, a licensed professional engineer, was appointed as Executive Director. Since
his appointment, it has been recommended by member city Risk Managers that in order be
covered in the event of litigation, the Authority needs to amend the contract include his
professional designation and increase the Authority Special Liability Insurance Policy. The
attached resolution amends the previous resolution for services with the City of Monterey to
include the designation of Executive Director/Licensed Professional Engineer and also
authorizes the Authority to increase the special liability insurance premium from the $5 million to
$10 million limit policy.

Approval of the attached resolution will not change the approved expenses related to the
Executive Director position, however with the designation change, it has been recommended to
increase the annual premium for the Authority's Special Liability Insurance Policy which will
incur an additional $2,946.25 annually and could be paid out of the approved contingency fund.

Attachments: 1. Resolution
RESOLUTION NO. __-___ C.S.

A RESOLUTION OF THE MONTEREY PENINSULA
REGIONAL WATER AUTHORITY

APPROVE AMENDED CONTRACT FOR EXECUTIVE DIRECTOR SERVICES
WITH THE CITY OF MONTEREY AND AUTHORIZE INCREASED LIMITS TO SPECIAL
LIABLITY INSURANCE PREMIUM

WHEREAS, on January 24, 2013 the Authority adopted Resolution 13-04 authorizing the
President to execute a contract with the City of Monterey for Executive Director Services; and

WHEREAS, the individual that was selected for the position of Executive Director, William
Reichmuth, is a licensed professional engineer; and

WHEREAS, since selecting Mr. Reichmuth, it has been recommended that the MPRWA
increase the current Special Liability Insurance Premium policy in order to protect the MPRWA in the
event of litigation; and

WHEREAS, the President and MPRWA Directors have reviewed the amended contract and
agrees to its terms and conditions.

NOW, THEREFORE, BE IT RESOLVED that the President is hereby authorized to execute
an amended agreement on behalf of the MPRWA to contract with the City of Monterey for Executive
Director/Licensed Professional Engineer Services.

BE IT ALSO RESOLVED that the MPRWA authorizes an increase in the Special Liability
Insurance Premium to cover the Executive Director position with a designation of Licensed
Professional Engineer and the costs incurred from such action.

PASSED AND ADOPTED BY THE MONTEREY PENINSULA REGIONAL WATER
AUTHORITY this ___ day of ____ 201_, by the following vote:

AYES: DIRECTORS:
NOES: DIRECTORS:
ABSENT: DIRECTORS:
ABSTAIN: DIRECTORS:

APPROVED:

ATTEST:

Chuck Della Sala, President

Clerk to the Authority


Item No: 5.

08/12

SUBJECT: Approve and Authorize the President to Execute an Agreement to Form the
Monterey Peninsula Water Supply Project Governance Committee Together with
California-American Water Company, the Monterey Peninsula Water
Management District, and the County of Monterey and Appoint the Water
Authoritys Representative to Said Committee (Discussion/Action)

DISCUSSION:

At the January 31, 2013 meeting, the Authority approved conditional support of the Cal Am
proposed Monterey Peninsula Water Supply Project contingent upon the conditions set forth in
the position policy statement titled Deliberative Document. Specific conditions included within
the position statement read, The project must have suitable public governance, public
accountability and public transparency and Cal-Am must agree, upon mutually-acceptable
terms, to form a Governance Committee to provide publicly-accountable oversight of the
project. In order to abide by the above conditions set forth in the policy document, an
agreement for a Governance Committee is necessary.
The attached draft agreement creates the Monterey Peninsula Water Supply Project
Governance Committee and will include the Authority, the Monterey Peninsula Water
Management District, the County of Monterey and California American Water.

The purpose of this committee will be to ensure efficient and effective public input into the
development and operation of the Monterey Peninsula Water Supply Project. Cal-Ams entry
into this agreement is expressly conditioned upon its legal obligations to abide by the orders and
decisions of the CPUC. The parties acknowledge that the project is still under development and
several aspects of the project may be modified as planning continues.
Staff is recommending that the Authority approves the attached Resolution, authorizes the
President to execute an agreement with the above parties to form the Monterey Peninsula
Water Supply Project Governance Committee and authorizes the MPRWA to be a participatory
member in that committee.

ATTACHMENTS: 1) Draft Resolution
2) Draft MPWSP Governance Agreement


AUTHORIZE THE PRESIDENT TO EXECUTE AN AGREEMENT TO FORM THE MONTEREY
PENINSULA WATER SUPPLY PROJECT GOVERNANCE COMMITTEE TOGETHER WITH
CALIFORNIA-AMERICAN WATER COMPANY, THE MONTEREY PENINSULA WATER
MANAGEMENT DISTRICT, AND THE COUNTY OF MONTEREY AND APPOINT THE WATER
AUTHORITYS REPRESENTATIVE TO SAID COMMITTEE

WHEREAS, at its January 31, 2013 meeting, the Monterey Peninsula Regional
Water Authority (MPRWA) conditionally approved support of California-American Water
Companys Monterey Peninsula Water Supply Project (Project), subject to specific conditions;

WHEREAS, conditions were set forth in the position statement that require the
Project to have suitable public governance, public accountability and public transparency;

WHEREAS, the conditions also include the provision that Cal-Am must agree, upon
mutually-acceptable terms, to form a Governance Committee to provide publicly-accountable
oversight of the project;

WHEREAS, the MPRWA has since developed, together with California-American
Water Company, the Monterey Peninsula Water Management District, and the County of
Monterey, an agreement to form the Monterey Peninsula Water Supply Project Governance
Committee; and

WHEREAS, this agreement, which is attached hereto, will ensure a strong public
voice and transparency in the development of the Project;

NOW THEREFORE BE IT RESOLVED that the MPRWA approves the attached
agreement and its participation as a member of the Monterey Peninsula Water Supply Project
Governance Committee.

BE IT FURTHER RESOLVED that the MPRWA appoints ___________ as the
MPRWAs representative and ___________ as an alternative representative to the said
committee.


AYES: DIRECTORS:
NOES: DIRECTORS:
ABSENT: DIRECTORS:
ABSTAIN: DIRECTORS:

APPROVED:

ATTEST:





Revised February 7, 2013 DRAFT for Final Review

SB 636205 v3:015621.0002
1
AGREEMENT TO FORM THE
MONTEREY PENINSULA WATER SUPPLY PROJECT GOVERNANCE COMMITTEE

This AGREEMENT TO FORM THE MONTEREY PENINSULA WATER SUPPLY PROJECT
GOVERNANCE COMMITTEE (Agreement) is made and entered into as of February __, 2013, by and
among the MONTEREY PENINSULA REGIONAL WATER AUTHORITY (MPRWA), the MONTEREY
PENINSULA WATER MANAGEMENT DISTRICT (MPWMD), the COUNTY OF MONTEREY
(County), and the CALIFORNIA-AMERICAN WATER COMPANY (Cal-Am). The MPRWA, the
MPWMD, the County, and Cal-Am are sometimes referred to herein as a Party, and collectively as the
Parties.
I. Formation of Governance Committee
Pursuant to the terms of this Agreement, the Parties hereby form the Monterey Peninsula Water Supply
Project Governance Committee (Governance Committee) comprised of representatives of the
MPRWA, the MPWMD, the County, and Cal-Am to ensure efficient and effective public input into the
development and operation of the Monterey Peninsula Water Supply Project (Project). Cal-Ams entry
into this Agreement is expressly conditioned upon its legal obligations to abide by the orders and
decisions of the California Public Utilities Commission (CPUC). Therefore, should the CPUC order Cal-
Am not to participate in this Agreement, Cal-Am shall be relieved of all obligations set forth in this
Agreement and this Agreement may be terminated by Cal-Am upon such CPUC order. Further, if the
CPUC issues any order or decision that conflicts with any particular provision of this Agreement, Cal-Am
shall be relieved of any and all obligations to abide by the conflicting provision of this Agreement.
II. Definitions
A. Application A.12-04-019. Application of California-American Water Company (U210W)
for Approval of the Monterey Peninsula Water Supply Project and Authorization to Recover All Present
and Future Costs in Rates, filed with the CPUC on or about April 23, 2012.
B. ASR Infrastructure. The facilities used to inject into and extract potable water from the
Seaside Groundwater Basin, as described in Application A.12-04-019. These facilities will include the
Aquifer Storage and Recovery (ASR) wells and related appurtenances, the backflush pipeline, the
recirculation pipeline and the ASR pipeline.
C. Cal-Am Notification. The time when Cal-Am notifies the Governance Committee that a
matter is ready for consideration, consultation, or action by the Governance Committee as provided
herein, and as further defined within Section V.B.
D. Contracts. One or more of the following contracts between Cal-Am and a selected
contractor: (1) design-build contract(s) for the Desalination Infrastructure, (2) design-build contract(s) for
the Source Water Infrastructure, (3) design-build contract(s) for the Brine Discharge Infrastructure
contracted for by Cal-Am, (4) design-bid-build contract(s) for the Product Water Pipeline, (5) design-bid-
build contract(s) for the Raw Water Pipeline; (6) design-bid-build contract(s) for ASR Infrastructure, and
(7) design-bid-build contract(s) for the Terminal Reservoir Infrastructure. One or more of the contracts
identified above in this definition may be combined into a single contract.
E. CPCN. The Certificate of Public Convenience and Necessity, if ordered by the CPUC,
within Application A.12-04-019.
F. Brine Discharge Infrastructure. Facilities located outside the desalination plant site that
are used to dispose of brine into the ocean. These facilities will include the brine disposal pipeline, the
brine receiving station, any modification to the MRWPCA existing outfall, or a new outfall, or potentially
the use of other existing outfalls with or without modifications.

SB 636205 v3:015621.0002
2
G. Desalination Infrastructure. Facilities located within the desalination plant site that are
used to create potable water from either an ocean source water, brackish source water or a combination
thereof, and appurtenant facilities needed to dispose of brine to the Brine Discharge Infrastructure,
dispose of wastewater (i.e. process water and sanitary discharge), and any needed facilities that may be
required to return groundwater back to the Salinas Valley.
H. Desalination Project. The combination of the Desalination Infrastructure, the Brine
Discharge Infrastructure, the Source Water Infrastructure, the Product Water Pipeline, the Raw Water
Pipeline, and the Terminal Reservoir Infrastructure.
I. GWR Project. Groundwater replenishment project to be implemented by MRWPCA
and/or MPWMD which involves advanced treatment of wastewater and the injection of this product water
into the Seaside Groundwater Basin. This project includes facilities for the treatment, conveyance, and
injection of the product replenishment water.
J. MRWPCA. The Monterey Regional Water Pollution Control Agency.
K. Product Water Pipeline. Facilities used to convey potable water from the Desalination
Infrastructure to the Terminal Reservoir Infrastructure and to Cal-Ams existing distribution system at the
Eardley Pump Station.
L. Project. The Monterey Peninsula Water Supply Project as proposed in Application
A.12-04-019.
M. Public Entity Members of the Governance Committee. The MPRWA, the MPWMD,
and the County. Cal-Am is not a Public Entity Member of the Governance Committee.
N. Raw Water Pipeline. Facilities used to convey feed water from the Source Water
Infrastructure to the Desalination Infrastructure.
O. Source Water Infrastructure. Wells and appurtenant facilities (or alternative contingent
intake facilities) that are used to extract and convey feedwater (i.e., raw water) to the Raw Water Pipeline.
These facilities will include the slant intake wells and related appurtenances (if permitted) as well as
alternate contingent intakes such as a Ranney Well or open ocean intake as submitted by Cal-Am in its
contingency plans.
P. Terminal Reservoir. Facilities used to pump and store potable water in storage tanks
east of the City of Seaside along General Jim Moore Boulevard. These facilities will include the Terminal
Reservoir, Terminal Reservoir Pump Station, overflow facilities and related appurtenance needed to
assist in the moving of water to and from the ASR Infrastructure, other ASR faculties, and Product Water
Pipeline.
Q. Value Engineer. The professional engineer(s) to be retained by, or to consult with, Cal-
Am to perform a value engineering analysis for the Desalination Project to potentially lower the costs of,
or maximize the value of, the Desalination Project to Cal-Ams ratepayers, including matters concerning
the cost effectiveness, performance, reliability, quality, safety, durability, effectiveness, or other desirable
characteristics of the Desalination Project.
The Parties acknowledge that the Project is still under development and several aspects of the Project
may be modified as planning continues and as may be ordered by the CPUC. If necessary to address
future modifications to the Project, the Parties agree to cooperate in good faith to reach agreement to
amend the definitions set forth herein as necessary to fulfill the purpose of this Agreement.

SB 636205 v3:015621.0002
3
III. Membership and Voting
Each of the public entities shall be represented on the Governance Committee by one elected member
and one alternate who shall also be an elected official. If MPWRA ceases to exists, then the cities that are
members of the MPWRA at the time of the MPWRAs termination shall collectively choose a city
representative that will take the place of the MPWRA representative on the Governance Committee. Cal
Am shall be represented by the President of Cal-Am or the Presidents alternate, which the President may
designate to act on his or her behalf at anytime. The Governance Committee shall appoint a Chair and
Vice-Chair from the primary (non-alternate) elected officials appointed to the Governance Committee.
Each of the Public Entity Members of the Governance Committee shall have a single equal vote in
decision-making. Cal-Am shall not have a vote for purposes of the issuance of decisions or
recommendations by the Governance Committee. However, Cal-Am shall, unless it abstains from doing
so, state its preference with respect to any decision or recommendation made by the Governance
Committee (the Cal-Am Preference) at the time that any decision or recommendation is made by the
Governance Committee and the Cal-Am Preference shall be recorded within the meeting minutes
together with a summary of any explanation provided by Cal-Am for the Cal-Am Preference.

IV. Powers
A. Purpose. The purpose and function of the Governance Committee shall be to: (i)
consult with, advise, and in some circumstances, provide direction, to Cal-Am concerning the design,
permitting, construction, operations, maintenance, repairs, and replacements of the components of the
Desalination Project; and (ii) serve as the entity which Cal-Am regularly updates as to Desalination
Project status and issues. The members of the Governance Committee shall diligently consider all
matters and cause the Governance Committee to timely and promptly issue decisions or
recommendations brought before it as provided pursuant to the terms of this Agreement.
B. Waiver of Action. Upon motion and affirmative vote of the Governance Committee, the
Governance Committee may choose to waive its right to issue a decision or recommendation with respect
to any matter for which the Governance Committee is afforded such right herein. The purpose of the
Governance Committees right to waive its right to make any specified decision or recommendation herein
is to empower the Governance Committee to avoid issuing any decision or recommendation, which, in its
determination, would violate any law, unreasonably delay efforts to develop water supplies for the
Monterey Peninsula, or otherwise compromise the public interest.
V. Governance Committee Action; Procedures
A. Matters Subject to Governance Committee Action. Matters for consideration,
consultation, decision, or recommendation by the Governance Committee shall be divided among three
categories, with varying processes for consultation, recommendations, and/or decision-making, as
follows:
Category A: The Governance Committee makes the decision or recommendation
respecting the matter after receipt of a written recommendation from Cal-Am, and upon issuance
of its decision or recommendation, the Governance Committee provides a written explanation of
the reasons for its decision to Cal-Am within seven (7) calendar days following its decision or
recommendation. Thereafter, Cal-Am will comply with the decision or recommendation issued by
the Governance Committee so long as the decision or recommendation is consistent with the
terms of this Agreement. However, notwithstanding any provision of this Agreement, for any
matter covered by Category A that relates to an action which may cause either a direct physical
change in the environment, or a reasonably foreseeable indirect physical change in the
environment, as defined by section 21065 of the California Public Resources Code, no decision
or recommendation shall be made by the Governance Committee as to the subject matter unless
and until such time as the action has been subject to review by an appropriate agency in
accordance with the California Environmental Quality Act (CEQA). The foregoing provision shall
not be construed as an agreement or determination by or among any of the Parties that CEQA

SB 636205 v3:015621.0002
4
applies to any action of the Governance Committee. This Agreement is itself not a project as
defined by section 15378 of the CEQA Guidelines (California Code of Regulations, Title 14,
Chapter 3) because it is an organizational activity that will not result in direct or indirect physical
changes in the environment and this Agreement makes no commitment to any project.
Category B: The Governance Committee makes a recommendation respecting the matter
after receipt of a written recommendation from Cal-Am. However, Cal-Am may determine, at its
sole discretion, whether or not to follow the Governance Committees recommendation, provided
that if Cal-Am chooses not to follow the recommendation, Cal-Am shall provide a written
explanation of Cal-Ams reasons for its decision not to follow the recommendation within ten (10)
calendar days following the issuance of the Governance Committees recommendation. Further,
should Cal-Am choose not to follow the recommendation of the Governance Committee, then any
Party may raise the issue for review by the CPUC during Cal-Ams next general rate case.

Category C: Cal-Am makes the decision respecting the matter after receiving a
recommendation from the Governance Committee. Cal-Am need not issue a written explanation
for its decision, although should Cal-Am choose not to follow the recommendation of the
Governance Committee, then any Party may raise the issue for review by the CPUC during Cal-
Ams next general rate case.

B. Procedure for Cal-Am Notification. Whenever Cal-Am is presented with, or becomes
aware of, a matter that falls within any of the subjects identified herein for consideration, consultation, or
action by the Governance Committee that is ripe for presentation to the Governance Committee, Cal-Am
shall, in writing, promptly notify the Chair of the Governance Committee (Cal-Am Notification), who shall
schedule the matter for consideration by the Governance Committee. For purposes of this Agreement, a
matter shall be deemed ripe for presentation to the Governance Committee at such time as either
specified within the matters set forth below, or for any matter for which no specification is provided, Cal-
Am shall determine the time(s) at which the matter is appropriate for presentation for consultation,
decision, or recommendation by the Governance Committee consistent with the purpose of this
Agreement. Unless a different period is specified herein, for all matters for which a decision or
recommendation is to be made by the Governance Committee, the Governance Committee shall issue its
decision or recommendation within ten (10) calendar days following receipt of the Cal-Am Notification. If
the Public Entity Members of the Governance Committee determine that the Governance Committee
requires more than the prescribed time period provided for in this Agreement to act on any matter that is
the subject of the Cal-Am notification, the Chair of the Governance Committee may request a reasonable
extension of time by written request to Cal-Am, and Cal-Am and the Public Entity Members of the
Governance Committee shall cooperate in good faith to set a reasonable alternative deadline for action
on the subject matter to the extent that such an extension would not unreasonably delay the Project, not
unreasonable delay required CPUC filings by Cal-Am, or otherwise compromise the public interest. So as
to avoid undue delay, if the Governance Committee fails to make any decision or provide any
recommendation upon any matter brought before it (including all Category A decisions) on or before the
expiration of the prescribed period for action by the Governance Committee (or the period of any
extension agreed to by Cal-Am), or if the Governance Committee affirmatively waives its right to make a
decision or recommendation respecting a matter before it, then Cal-Am may make the subject decision
without a decision or recommendation, as applicable, by the Governance Committee.
C. Cal-Am Status Presentations and Governance Committee Recommendations
Thereon. At each meeting of the Governance Committee, Cal-Am shall provide a report as to the status
of the Project, which shall be presented by one or more individuals knowledgeable about the material
aspects of the Project. Upon reasonable advance, written notice, the Governance Committee may
request that Cal-Am include within its status presentation to the Governance Committee the status of any
matter that is set forth in any of the three categories for decision, recommendation, or consultation
established below, together with an explanation of any pending or soon-to-be-pending decisions or
options concerning the subject matter. The Governance Committee may issue, in writing, any
recommendation concerning a subject matter included within Cal-Ams presentation. Cal-Am may
determine, at its sole discretion, whether or not to follow the recommendation, provided that if Cal-Am

SB 636205 v3:015621.0002
5
chooses not to follow the recommendation and the subject matter is a matter covered by either Category
A or Category B, Cal-Am shall, within ten (10) calendar days following issuance of the Governance
Committees recommendation, provide a written explanation of the reason(s) for Cal-Ams decision not to
follow the recommendation. If the subject matter is a matter covered by Category C or is not set forth
within any of the three categories set forth below, Cal-Am need not issue a written explanation of Cal-
Ams reasons for its decision not to follow the recommendation.
D. Categories for Matters Subject to Governance Committee Action. Matters for
consideration, consultation, decision, or recommendation by the Governance Committee shall be divided
among the following three categories as follows:
Category A

1. This matter concerns the GWR Recommendation, which specifically is whether
Cal-Am shall: (i) pursue a water purchase agreement, acceptable to Cal-Am, for the purchase of water
from the GWR Project, and consequently Cal-Am shall develop a smaller Desalination Infrastructure with
a capacity of approximately 6.4 MGD (or as specified in the CPCN); or (ii) forgo the pursuit of a water
purchase agreement for the GWR Project, and consequently Cal-Am shall develop a larger desalination
facility with a capacity of approximately 9.6 MGD (or as specified in the CPCN). If the GWR
Recommendation becomes ripe for recommendation before a CPCN is issued upon Application A.12-04-
019, the Governance Committee shall not issue any binding recommendation concerning the GWR
Recommendation. If the GWR Recommendation becomes ripe for recommendation after a CPCN is
issued upon Application A.12-04-019, the Governance Committee shall decide whether Cal-Am shall
pursue the GWR Project or not (as set forth above), which recommendation shall then be subject to
CPUC approval or rejection pursuant to the procedure specified herein. The Governance Committee shall
make this recommendation based upon criteria to be mutually-agreed to by the Parties, negotiating in
good-faith, after the execution of this Agreement. The GWR Recommendation shall become ripe for a
recommendation to be made by the Governance Committee no later than that date upon which Cal-Am is
prepared to commence construction of the Desalination Infrastructure, after the GWR Project has
received environmental review consistent with the provisions of CEQA, and there is sufficient time for the
GWR Recommendation to be made and for the CPUC to review and approve that recommendation,
without otherwise delaying the Project. The GWR Recommendation shall be made by the Governance
Committee, in writing with an explanation of the reasons for its decision, within sixty (60) days following
receipt of the Cal-Am Notification concerning this matter. The recommendation issued by the Governance
Committee shall be submitted by Cal-Am to the CPUC for approval or rejection pursuant to a Tier 2
Advice Letter (or at the direction of the CPUC, an alternate form of submission) within ten (10) calendar
days following issuance of the GWR Recommendation by the Governance Committee for the CPUCs
review and approval.
2. The Governance Committee shall select a Value Engineer(s) (to facilitate and
report on the proposed value engineering for the Desalination Project), with consideration given to any
recommended engineer submitted by any member of the Governance Committee. This matter shall be
ripe for decision before Cal-Am accepts the 30% Design from the design-build contractor retained for the
Desalination Infrastructure, or at any other time that Cal-Am intends to retain a Value Engineer for any
other infrastructure constructed as a component of the Desalination Project.
3. Subsequent to the issuance of the CPCN and subsequent to the selection of any
design-build contractor(s) for the Desalination Infrastructure, the Governance Committee may issue
decisions concerning the Desalination Infrastructures architectural renderings. The Governance
Committee shall be presented with architectural renderings for decisions regarding the same when such
architectural renderings are complete and upon any subsequent modifications thereto. The Governance
Committee may also, in its discretion, appoint a representative to consult with Cal-Am regarding other
external features or aesthetics of the Desalination Project. Upon a determination of the Governance
Committee or its representative, the Governance Committees representative and Cal-Am shall present to
the Governance Committee options pertaining to the Desalination Projects external feature or aesthetics,
upon which the Governance Committee may decide which option to pursue. Notwithstanding any

SB 636205 v3:015621.0002
6
provision of this paragraph, the Governance Committee may not issue a binding decision concerning the
Desalination Infrastructures architectural renderings, or the Desalination Projects external features or
aesthetics, if the decision would in the opinion of the design-build contractor, increase the capital or
operational cost of the Desalination Infrastructure.
4. Subsequent to the issuance of the CPCN and subsequent to the selection of the
design-build contractor for the Desalination Infrastructure, the Governance Committee may issue
decisions concerning procurement of additional (non-Pacific Gas & Electric) energy supplies for the
Desalination Infrastructure, including but not limited to waste-to-energy, so long as such decisions result
in lowering the Desalination Infrastructures estimated unit price for power. This matter shall be ripe for
decision at any time a formal written proposal concerning alternative power is presented by one or more
of the Parties for consideration.
Category B

1. Prior to the issuance of a request for qualifications, request for proposals, or
request for bids, as applicable, the Governance Committee may recommend qualifications and selection
criteria for the Contracts not previously executed for the Project.
2. Prior to the execution of any Contract, and upon presentation and
recommendation by Cal-Am to the Governance Committee after Cal-Am has reviewed and evaluated
proposals or bids, as applicable, and negotiated with the contractor a Contract that, in the opinion of Cal-
Am, is ready for execution by and between Cal-Am and the contractor, the Governance Committee may
recommend which contractor should be retained under the Contract. When presenting a Contract to the
Governance Committee for its consideration and recommendation, Cal-Am shall provide to the
Governance Committee a copy of all responsive proposals or bids received for the pertinent work, except
for any proprietary information provided by contractors submitting responsive proposals or bids, together
with a written description of the process Cal-Am undertook to select a recommended Contractor, a
summary of the considerations that Cal-Am deems pertinent to support its recommendation, and any
other information that Cal-Am believes will assist the Governance Committee in its review of the
recommended Contract and contractor.
3. The Governance Committee may review and issue recommendations concerning
major changes to the Desalination Project at key stages of the design process, including:
Basis of Design
30% Design
60% Design
Value Engineering
90% Design, and
Final Design
As used in this paragraph, major changes to the Project shall include changes having an increase or
decrease in costs of the Desalination Project that exceed $1 million.
4. The Governance Committee may issue recommendations concerning the
establishment of a community outreach program.
5. The Governance Committee may recommend the Desalination Projects
aesthetic attributes and design consistent with community values if not covered by Category A(3) above;
6. The Governance Committee may coordinate with Cal-Am and recommend
solutions to issues concerning the use of the Brine Discharge Infrastructure and issue recommendations
concerning the same;

SB 636205 v3:015621.0002
7
7. The Governance Committee may review and recommend whether to adopt any
value engineering recommendations issued by the Value Engineer;
8. The Governance Committee may review and recommend whether to approve
any change order pertaining to any component or components of the Desalination Project, if the change
order exceeds $1 million.
Category C

1. Cal-Am shall monitor the design, engineering, and permitting of all elements of
the Desalination Project, and report on such monitoring to the Governance Committee as described in
Section VI. The Governance Committee shall discuss Cal-Ams report and may issue recommendations
to Cal-Am pertaining to the Desalination Project;
contract terms relating to the Contracts;
the preparation and quarterly update of an overall construction budget for the Desalination Project;
a plan for acceptance testing, including follow-up reporting, for the Desalination Project;
5. The Governance Committee may annually review and issue recommendations
concerning the Desalination Project operations and maintenance budget and rate impacts;
6. The Governance Committee may review and issue recommendations to Cal-Am
with respect to local and regional permit requirements; and
the preparation of quarterly progress reports during major design milestones (i.e., 30% design, 60%
design, 90% design, and final design) and information on any material challenges to the Project Design.
E. Additional Matters. If agreed unanimously by all members of the Governance
Committee, including Cal-Am, additional matters not provided for herein may be added to Category A for
decision by the Governance Committee or to Category B for recommendation from the Governance
Committee. Additional matters may also be added to Category C for recommendations from the
Governance Committee upon affirmative vote of the Governance Committee unless Cal-Am determines
that the addition of the matter to Category C would unreasonably delay the Project or otherwise
compromise the public interest. If Cal-Am determines that a matter affirmed by the Governance
Committee for addition to Category C should not be so added, Cal-Am shall issue a written explanation to
the Governance Committee within ten (10) calendar days following the Governance Committees vote to
add the matter to Category C that explains the reasons supporting Cal-Ams determination.
VI. Meetings and Action of the Governance Committee; Agendas and Minutes
A. Meetings. During the pre-construction and construction phases of the Project, regular
meetings of the Governance Committee shall be scheduled by the Chair, upon reasonable advance
notice, and held on a monthly basis. During the operational phase of the Project, regular meetings of the
Governance Committee shall be scheduled by the Chair, upon reasonable advance notice, and held on a
quarterly basis for the first two years of the Projects operation and semi-annually thereafter. By
unanimous agreement of the Parties, any regular meeting may be canceled. Special meetings of the
Governance Committee may be called by the Chair or by any member of the Governance Committee
upon request of the Chair. Meetings of the Governance Committee shall be held at the office of the
MPWMD or other location agreed to by the Parties. Governance Committee meetings shall be conducted

SB 636205 v3:015621.0002
8
in compliance with the Ralph M. Brown Act (Government Code sections 54950, et seq.). The Board may
use teleconferencing in connection with any meeting in conformance with and to the extent authorized by
applicable law. The following shall be the order of business of all meetings of the Governance Committee:
1. Call to Order
2. Roll Call
3. Pledge of Allegiance
4. Public Comment
5. Report from Governance Committee Members
6. Approval of Minutes of the Previous Meeting
7. Project Status Report by Cal-Am
8. Agenda Items
9. Adjournment
B. Action by the Governance Committee. All decisions and recommendations of the
Governance Committee issued to Cal-Am shall be in writing, signed by the Chair. All other actions of the
Governance Committee shall be by motion recorded in written minutes.
C. Agendas and Minutes. Agendas and minutes of the meetings of the Governance
Committee shall be taken, maintained, and distributed by a designated staff member of the MPWMD.
VII. Quorum and Affirmative Action of the Governance Committee
To constitute a quorum at all meetings of the Governance Committee for the transaction of business,
representatives of at least two of the three Public Entity Members of the Governance Committee must be
present in person or represented by proxy. Action by the Governance Committee shall require the
affirmative vote of at least two of the three Public Entity Members of the Governance Committee.
VIII. Submission of Project Information to the Governance Committee; Project Inspections
Concurrent with Cal-Ams submission of any documents concerning the Project to the CPUC, Cal-Am
shall provide a copy of the documents to the Chair of the Governance Committee. The Chair may notice a
meeting on his or her own initiative, or upon the request of any member of the Governance Committee to
review any financial matter addressed by the documents. Cal-Am, upon request of the Chair of the
Governance Committee, shall be afforded an opportunity to provide a presentation or any oral
explanation relating to the noticed financial matter. Further, upon reasonable advanced notice and subject
to safety and security concerns and precautions as determined in good faith by Cal-Am, any member(s)
of the Governance Committee may inspect any physical facility or structure constructed or being
constructed as an element of the Desalination Project, and Cal-Am shall provide an employee,
consultant, or other representative, who is knowledgeable of the aspects and elements of the physical
facility or structure, to accompany the member(s) of the Governance Committee during the inspection.
IX. Term and Termination of Agreement
This Agreement shall continue in effect until the earlier of forty (40) years from the effective date of this
Agreement or the cessation of operations of the Desalination Project by Cal-Am, unless: (1) terminated
following the issuance of an order from the CPUC ordering Cal-Am not to participate in this Agreement,
as provided for in Section I above; (2) the CPUC denies or rescinds Application A.12-04-019 or denies
Cal-Ams development of, or subsequently rescinds Cal-Ams authority to develop, the Desalination
Project within the CPUCs issuance of a CPCN upon Application A.12-04-019; or (3) terminated early
upon the affirmative written agreement of no less than three of the four members of the Governance
Committee. If this Agreement terminates at the expiration of forty (40) years from the effective date of this
Agreement, but the Desalination Project is still operational, the Parties shall meet and negotiate in good
faith no less than six (6) months before the expiration of said forty (40)-year period to seek a renewal of
this Agreement, upon mutually acceptable terms, to provide continued public oversight and input

SB 636205 v3:015621.0002
9
concerning the operation, maintenance, repair, modification, and/or replacement of the Desalination
Project. If this Agreement terminates as a result of a CPUC order denying or rescinding Application A.12-
04-019 or Cal-Ams authority to develop the Desalination Project, but Cal-Am intends to seek CPUC
approval to develop a substitute project to provide water supplies for its Monterey District, then the
Parties shall meet and negotiate in good faith to seek agreement, upon mutually acceptable terms, for a
substitute agreement to provide public oversight and input concerning the design, permitting,
construction, operation, maintenance, repair, modification, and/or replacement of such substitute project.
X. Miscellaneous
A. Further Assurances. The Parties shall execute such further documents and do any
and all such further things as may be necessary to implement and carry out the intent of this Agreement.
B. Construction. The provisions of this Agreement shall be liberally construed to
effectuate its purposes. The language of this Agreement shall be construed simply according to its plain
meaning and shall not be construed for or against any Party, as each Party has participated in the
drafting of this Agreement and had the opportunity to have their counsel review it.
C. Choice of Law. This Agreement shall be governed and construed under the laws of the
State of California, with venue proper only in Monterey County.
D. Severability. If any term or provision of this Agreement is determined to be illegal,
unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid
provision or part thereof, shall be stricken from this Agreement, and such provision shall not effect the
legality, enforceability, or validity of the remainder of this Agreement. If any provision or part of this
Agreement is stricken in accordance with the provisions of this section, then the stricken provision shall
be replaced, to the extent possible and as agreed to by the Parties, with a legal, enforceable and valid
provision that is as similar in content to the stricken provision as is legally possible.
E. Dispute Resolution. If a dispute arises between two or more of the Parties relating to
this Agreement, or the rights and obligations arising therefrom, and if the Parties in dispute are unable to
resolve the controversy through informal means, the Parties in dispute may, upon mutual agreement,
submit the dispute to mediation, upon terms mutually agreed to by the Parties in dispute. Any Party not in
dispute as to the disputed matter shall be afforded an opportunity to participate in the mediation. In
addition, if the Parties in dispute are unable to resolve the controversy through mediation, the Parties in
dispute may, upon mutual agreement, submit the dispute to binding arbitration, upon terms mutually
agreed to by the Parties in dispute. Any Party not in dispute as to the disputed matter may, upon the
mutual agreement of the Parties in dispute, be invited to participate in the arbitration.
F. Members to Bear their Own Costs. Each Party shall bear its own costs relating to the
rights and obligations of each Party arising from this Agreement and its participation in the Governance
Committee and, therefore, no Party shall be entitled to any reimbursement from another Party as a result
of any provision of this Agreement.
G. Notices and Communication. Any notice or communication hereunder shall be deemed
sufficient if given by one Party to the other Parties in writing and either delivered in person, transmitted by
electronic mail or facsimile and acknowledgment of receipt is made by the receiving Party(s), or deposited
in the United States mail in a sealed envelope, certified and with postage and postal charges prepaid, and
addressed as follows:

SB 636205 v3:015621.0002
10

If to Cal-Am:

with a copy to:

California-American Water Company
Attn: Robert MacLean
1033 B Avenue, Suite 200
Coronado, CA 92118
Email: robert.maclean@amwater.com

Attn: Anthony Cerasuolo
1033 B Avenue, Suite 200
Coronado, CA 92118
Email: acerasuolo@amwater.com

If to the MPRWA:

with copies to:

Monterey Peninsula Water Management District
Attn: Lesley Milton
Clerk of the Board
City of Monterey
351 Madison St. Monterey, CA 93940
milton@monterey.org

Attn: Donald Freeman
General Counsel
San Carlos & 8th Avenue
Carmel, CA 93921
cityatty@ix.netcom.com

Attn: Russell McGlothlin
Special Counsel
21 E. Carrillo St.,
Santa Barbara, CA 93101
rmcglothlin@bhfs.com

If to the MPWMD:

with a copy to:

Attn: David J. Stoldt
General Manager
5 Harris Court Bldg G
Monterey, CA 93940
Email: dstoldt@mpwmd.net

Attn: David C. Laredo
General Counsel
5 Harris Court Bldg G
Monterey, CA 93940
dave@laredolaw.net


SB 636205 v3:015621.0002
11

If to the County:

with a copy to:
County of Monterey Board of Supervisors
C/O Clerk of the Board of Supervisors
168 West Alisal Street
1
st
Floor
Salinas, CA, 93901
112-clerkoftheboardeveryone@co.monterey.ca.us

Monterey County Counsel
Attn: Charles J. McKee
168 West Alisal Street
3
rd
Floor
Salinas, CA 93901
mckeecj@co.monterey.ca.us

or to such other address or to such other person as each Party shall have last designated for
receipt of notices pursuant to this Agreement. Where this Agreement provides for written notices or
communication from Cal-Am to the Governance Committee, such written notice, explanation, or
communication shall be directed to the Chair of the Governance Committee at the address set forth
above for notices to the public entity from which the Chair is appointed, and when provided shall be
deemed provided to all Public Entity Members of the Governance Committee. The effective date of any
written notice, explanation, or communication shall be the earlier of the date of actual receipt,
acknowledgment of receipt, or three days following deposit in the United States mail.
H. Successors and Assigns. This Agreement shall be binding on and shall inure to the
benefit of the parties and their respective legal representatives, successors, and assigns.
I. Effective Date. This Agreement shall take effect on date first stated above.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first stated above.

[signature page to follow]

SB 636205 v3:015621.0002
12


By:_______________________________
Robert MacLean,
President


By:_______________________________
Chuck Della Sala
President

Agreed as to form:

By:_______________________________
Donald Freeman
General Counsel


By:_______________________________
David Pendergrass
Chair

Agreed as to form:

By:_______________________________
David Laredo
General Counsel

County of Monterey

By:_______________________________
Fernando Armenta
Chair of the Board of Supervisors

Agreed as to form:

By:_______________________________
Charles McKee
County Counsel



Item No: 6.

08/12

FROM: Prepared By: Executive Director W. M. Recihmuth

SUBJECT: Review the First Amended and Restated Joint Exercise of Powers Agreement
and Recommend Execution by Member Cities and the County of Monterey to
Add the County of Monterey as a Member of the Water Authority and to Make
Other Modifications to the Agreement (Discussion/Action)

RECOMMENDATION:

It is recommended that the Authority approve the attached resolution to recommend the
execution of the attached First Amended and Restated Joint Exercise of Powers Agreement by
the member cities and the County of Monterey (County) for the purpose of adding the County
as a member of the MPRWA and to make other modifications to the agreement.

DISCUSSION:

Approximately one-third of the residents that will receive water from the proposed Monterey
Peninsula Water Supply Project are located within the unincorporated portion of the County.
Because the MPRWA was formed to provide a unified voice from the jurisdictions that are
directly accountable to the public that will receive water from the California-American Water
Company (Cal-Am), the MPRWA has deemed it appropriate to add the County as a member
of the Authority. The attached First Amended and Restated Joint Exercise of Powers
Agreement (Amended Agreement) amends and restates the MPRWAs governing agreement
to add the County as a member of the MPRWA and to expand the declared purpose of the
MPRWA to include representation of Cal-Ams customers within the unincorporated portions of
the County. The changes to Article 2 of the Amended Agreement, expanding the purpose of the
MPRWA to ensure accountable representation to the Cal-Am customers within the
unincorporated County, also address an issue set forth in a letter received from Office of the
Attorney General in December 2012, which explains the modifications to the agreement that
should resolve any concerns pertaining to alleged conflicts of interest created by the Countys
proposed membership in the MPRWA.
The Amended Agreement also makes a minor change to Article 11 to remove the requirement
that advisory committees of the MPRWA be chaired by a director of the MPRWA, which the
MPRWA has previously indicated is an unnecessary and burdensome requirement that should
be removed from the agreement.


Staff recommends approving the attached resolution recommending execution of the Amended
Agreement by the member cities and the County.

ATTACHMENTS:

1. Draft Resolution
2. Proposed Amendments to the JPA Agreement
3. Original Executed Version of the JPA Agreement


RECOMMEND EXECUTION OF THE ATTACHED FIRST AMENDED AND RESTATED JOINT
EXERCISE OF POWERS AGREEMENT BY THE MEMBER CITIES AND THE COUNTY OF
MONTEREY FOR THE PURPOSE OF ADDING THE COUNTY OF MONTEREY AS A
MEMBER OF THE MPRWA AND TO MAKE OTHER MODIFICATIONS TO THE AGREEMENT
WHEREAS, a significant number of the residents who reside in the unincorporated areas
of the County of Monterey (County) would receive water supply from the Monterey Peninsula
Water Supply Project proposed by California-American Water Company (Cal-Am);
WHEREAS, these residents are not currently represented on the Monterey Peninsula
Regional Water Authority (MPRWA);
WHEREAS, the MPRWA has expressed its desire for the County to be added as a
member of the MPRWA to afford representation for these residents on the MPRWA;
WHEREAS, the attached First Amended and Restated Joint Exercise of Powers
Agreement (Amended Agreement) adds the County of Monterey as a member of the MPRWA
and expands the declared purpose of the MPRWA to include representation of Cal-Ams
customers within the unincorporated portions of the County; and
WHEREAS, the Amended Agreement also makes a minor change to Article 11 to
remove the requirement that advisory committees of the MPRWA be chaired by a director of the
MPRWA, which the MPRWA has previously indicated is an unnecessary and burdensome
requirement that should be removed from the agreement.
NOW THEREFORE BE IT RESOLVED that the MPRWA recommends execution of the
Amended Agreement by the cities that are presently members of the MPRWA and by the
County, and authorizes staff to circulate the Amended Agreement to the member cities and the
County for execution.

AYES: DIRECTORS:
NOES: DIRECTORS:
ABSENT: DIRECTORS:
ABSTAIN: DIRECTORS:

APPROVED:
ATTEST:




FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
by and among
THE CITY OF CARMEL-BY-THE-SEA
THE CITY OF DEL REY OAKS
THE CITY OF MONTEREY
THE CITY OF PACIFIC GROVE
THE CITY OF SAND CITY
THE CITY OF SEASIDE
and
THE COUNTY OF MONTEREY
Restating the Creation of THE CITY OF SEASIDE
creating the
MONTEREY PENINSULA REGIONAL WATER AUTHORITY

February _, 20132

TABLE OF CONTENTS

Page

-i-

ARTICLE 1 DEFINITIONS ................................................................................................. 2
ARTICLE 2 CREATION OF THE AUTHORITY .............................................................. 2
2.1 Creation of Authority ............................................................................................. 2
2.2 Purpose of the Authority ........................................................................................ 3
ARTICLE 3 TERM .............................................................................................................. 3
ARTICLE 4 POWERS ......................................................................................................... 3
ARTICLE 5 MEMBERSHIP................................................................................................ 5
5.1 Members ................................................................................................................ 5
5.2 New Members ........................................................................................................ 5
ARTICLE 6 BOARD OF DIRECTORS AND OFFICERS ................................................. 5
6.1 Formation of the Board of Directors ...................................................................... 5
6.2 Duties of the Board of Directors ............................................................................ 5
6.3 Directors ................................................................................................................. 5
6.4 Requirements ......................................................................................................... 6
6.5 Vacancies ............................................................................................................... 6
6.6 Officers .................................................................................................................. 6
6.7 Appointment of Officers ........................................................................................ 6
6.8 Principal Office ...................................................................................................... 6
ARTICLE 7 DIRECTOR MEETINGS ................................................................................ 6
7.1 Initial Meeting ........................................................................................................ 6
7.21 Time and Place ....................................................................................................... 6
7.32 Special Meetings .................................................................................................... 6
7.43 Conduct .................................................................................................................. 6
7.54 Local Conflict of Interest Code.............................................................................. 7
ARTICLE 8 MEMBER VOTING ........................................................................................ 7
8.1 Quorum .................................................................................................................. 7
8.2 Director Votes ........................................................................................................ 7
8.3 Affirmative Decisions of the Board of Directors ................................................... 7
ARTICLE 9 EXECUTIVE DIRECTOR AND STAFF ....................................................... 7

TABLE OF CONTENTS
(continued)
Page

-ii-

9.1 Appointment .......................................................................................................... 7
9.2 Duties ..................................................................................................................... 7
9.3 Staff ........................................................................................................................ 8
9.4 Term and Termination ........................................................................................... 8
ARTICLE 10 BYLAWS ......................................................................................................... 8
ARTICLE 11 ADVISORY COMMITTEES .......................................................................... 8
ARTICLE 12 ACCOUNTING PRACTICES......................................................................... 8
12.1 General ................................................................................................................... 8
12.2 Fiscal Year ............................................................................................................. 8
12.3 Appointment of Treasurer and Auditor; Duties ..................................................... 9
ARTICLE 13 BUDGET AND EXPENSES ........................................................................... 9
13.1 Budget .................................................................................................................... 9
13.2 Authority Funding and Contributions .................................................................... 9
13.3 Return of Contributions ......................................................................................... 9
13.4 Issuance of Indebtedness........................................................................................ 9
ARTICLE 14 LIABILITIES ................................................................................................. 10
14.1 Liability ................................................................................................................ 10
14.2 Indemnity ............................................................................................................. 10
ARTICLE 15 WITHDRAWAL OF MEMBERS ................................................................. 10
15.1 Unilateral Withdrawal .......................................................................................... 10
15.2 Rescission or Termination of Authority .............................................................. 10
15.3 Effect of Withdrawal or Termination .................................................................. 10
15.4 Return of Contribution ......................................................................................... 11
ARTICLE 16 MISCELLANEOUS PROVISIONS .............................................................. 11
16.1 No Predetermination or Irretrievable Commitment of Resources ....................... 11
16.2 Notices ................................................................................................................. 11
16.3 Amendments to Agreement ................................................................................. 11
16.4 Agreement Complete ........................................................................................... 11
16.5 Severability .......................................................................................................... 11

TABLE OF CONTENTS
(continued)
Page

-iii-

16.6 Withdrawal by Operation of Law ........................................................................ 11
16.7 Assignment .......................................................................................................... 12
16.8 Binding on Successors ......................................................................................... 12
16.9 Counterparts ......................................................................................................... 12
16.10 Singular Includes Plural ....................................................................................... 12
16.11 Member Authorization ......................................................................................... 12
APPENDIX A DEFINITIONS ............................................................................................... 14

1

FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
This First Amended and Restated Joint Exercise of Powers Agreement
(Agreement) is made and entered into as of __ of JanuaryFebruary, 20132, by and among the
City of Carmel-by-the-Sea, the City of Del Rey Oaks, the City of Monterey, the City of Pacific
Grove, the City of Sand City, and the City of Seaside (individually a City, and collectively the
Cities), and the County of Monterey (the County). The Cities and the County are
sometimes referred to herein individually as a City or Member and collectively as the
Cities or Members. Except as otherwise specifically defined in this Agreement, capitalized
terms used herein shall have the meanings given to them in Article 1 of this Agreement.
RECITALS
A. This Agreement amends and restates the Joint Powers Agreement entered into by
and among the Cities on or about February 13, 2012 in its entirety.
B. Each of the Cities Members is a public agency located within the Monterey
Peninsula in Monterey County, and is duly organized and existing under and by virtue of the
laws of the State of California.
BC. With minor exceptions, the households and businesses within the Cities receive
their water supply from the California American Water Company (Cal-Am) and those
customers within the Cities represent the vast majority of Cal-Ams customers within its
Monterey District.
CD. With minor exceptions, the households and businesses within the unincorporated
portions of the County located within Cal-Ams Monterey District receive their water supply
from Cal-Am.
E. Cal-Am presently obtains the majority of the water that it supplies to the
Monterey District from groundwater produced from water wells located within the Carmel
Valley Groundwater Basin, and to a lesser extent, groundwater produced from the Seaside
Groundwater Basin. In both instances, the amount of water supplies available for distribution
have been reduced and will continue to be reduced by administrative and court orders. (See State
Water Resources Control Board, WR Order 2009-60 [requiring Cal-Am to reduce the amount of
water being diverted from the Carmel Valley Groundwater Basin], and Seaside Basin Decision
(defined below) [limiting Cal-Ams right to produce groundwater from the Seaside Groundwater
Basin]).
DF. The Cities Members have a common interest in the timely development of one or
more water supply projects to ensure that a safe and reliable supply of water is available to
replace water supplies lost because of the aforementioned mandatory reductions.
EG. The Members Cities also have a common interest in ensuring that the governance
of water supply projects that serve the Members Cities water users includess representation that
is directly accountable to those water users.
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2

HF. The City of Seaside also operates a small water system (approximately 800
customer connections) within its jurisdiction that it supplies with groundwater produced from the
Seaside Groundwater Basin. Seasides right to produce groundwater from the Seaside
Groundwater Basin has been, and will continue to be, limited by the Seaside Basin Decision.
Seaside therefore has a separate interest in the development of a water supply project to the
extent that the project may provide water to the City to replace this lost groundwater supply.
GI. The timely development of a regional water supply project may best be achieved
through the cooperation of the Members Cities operating through a joint powers agency.
HJ. The Act (defined below) authorizes the Members Cities to create a joint powers
agency, and to jointly exercise any power common to the Members Cities and to exercise
additional powers granted under the Act.
IK. The Act, including the Marks-Roos Local Bond Pooling Act of 1985
(Government Code sections 6584, et seq.), authorizes an entity created pursuant to the Act to
issue bonds, including under certain circumstances, to purchase bonds issued by, or to make
loans to, the Cities Members for financing public capital improvements, working capital, liability
and other insurance needs or projects whenever there are significant public benefits, as
determined by the CitiesMembers. The Act further authorizes and empowers the Authority to
sell bonds so issued or purchased to public or private purchasers at public or negotiated sales.
JL. Based on the foregoing legal authority, the CitiesMembers desire to create a joint
powers authority for the purpose of taking all actions deemed necessary by the joint powers
authority to ensure the timely development, financing, construction, operation, repair, and
maintenance of one or more water supply projects to replace lost water supplies previously
identified; to ensure that the governance of such projects includes representation that is directly
accountable to the CitiesMembers residents that are served by such projects; and to undertake
any additional related or ancillary actions.
KM. The governing board of each CityMember has determined it to be in the
Members best interest and in the public interest that this Agreement be executed and that each
CityMember become a participating Member of this Authority.
TERMS OF AGREEMENT
In consideration of the mutual promises and covenants herein contained, the Cities and
the County agree as follows:
ARTICLE 1
DEFINITIONS
Unless defined elsewhere in this Agreement, all defined terms used herein, shall have the
meaning specified in the definitions set forth in Appendix A to this Agreement, and all such
definitions are incorporated herein by reference.
ARTICLE 2
CREATION OF THE AUTHORITY
2.1 Creation of Authority. The Authority was created by the execution of an original

3

Joint Powers Agreement by and among the Cities on or about ______, 2012. This Agreement
restates the creation of There is hereby created pursuant to the Act a joint powers agency that
which will is be a public entity separate from the parties to this Agreement, which is and shall be
known as the Monterey Peninsula Regional Water Authority. Within 30 days after the effective
date of this Agreement and after any further amendment, the Authority shall cause a notice of
such Agreement orthe amendments established by this Agreement to be prepared and filed with
the office of the California Secretary of State containing the information required by
Government Code section 6503.5. Within 10 days after the effective date of this Agreement, the
Authority shall cause a statement of the information concerning the Authority, required by
Government Code section 53051, to be filed with the office of the California Secretary of State
and with the County Clerk for the County of Monterey, setting forth the facts required to be
stated pursuant to Government Code section 53051(a).
2.2 Purpose of the Authority. Each Member has in common the power to study, plan,
develop, finance, acquire, construct, maintain, repair, manage, operate, control, and govern
Water Projects either alone or in cooperation with other public or private non-member entities.
The purpose of this Agreement is to restate the creation of establish a public entity separate from
its Members to jointly exercise some or all of the foregoing common powers, as deemed
necessary by the Authority, to: (1) ensure the timely development, financing, construction,
operation, repair, and maintenance of one or more Water Projects; and (2) ensure that the
governance of such Water Projects includes representation that is directly accountable to the
Cities water users within the incorporated Cities and unincorporated portions of the County.
ARTICLE 3
TERM
This Agreement shall become effective upon execution by each of the CitiesMembers
and shall remain in effect until terminated pursuant to the provisions of Article 15 (Withdrawal
of Members) of this Agreement.
ARTICLE 4
POWERS
The Authority shall possesses the power in its own name to exercise any and all common
powers of its members reasonably related to the purposes of the Authority, including but not
limited to the following powers, together with such other powers as are expressly set forth in the
Act:
4.1. To study, plan, develop, finance, acquire, construct, maintain, repair, manage,
operate, control, or govern Water Projects, or any portion thereof, and related works and
improvements, either by the Authority alone or in cooperation with other public or private non-
member entities.
4.2. To perform other ancillary tasks relating to Water Projects, including without
limitation environmental review, engineering, and design.

4

4.3. To obtain rights, permits and other authorizations for, or pertaining to, Water
Projects.
4.4. To purvey water and enter into water supply agreements with its Members or
other public or private non-members, including without limitation water supply agreements with
Cal-Am.
4.5. To exercise the common powers of its Members to develop, collect, provide, and
disseminate information concerning Water Projects to the Members and others, including but not
limited to legislative, administrative, and judicial bodies, as well the public generally.
4.6. To make and enter into contracts necessary for the full exercise of its powers.
4.7. To employ, or otherwise contract for the services of, agents, officers, employees,
attorneys, engineers, planners, financial consultants, technical specialists, advisors, and
independent contractors.
4.8. To accumulate operating and reserve funds for the purposes herein stated.
4.9. To incur debts, liabilities, or other obligations necessary or proper to carry out the
purposes of this Agreement.
4.10. To issue bonds, notes, and other forms of indebtedness, and to enter into leases,
installment sales, and installment purchase contracts.
4.11. To acquire property and other assets by grant, lease, purchase, bequest, devise, or
eminent domain, and to hold, enjoy, lease or sell, or otherwise dispose of, property, including
real property, water rights, and personal property, necessary for the full exercise of its powers.
4.12. Receive gifts, contributions, and donations or property, funds, services, and other
forms of financial or other assistance from any persons, firms, corporations, or governmental
entities, or any other source.
4.13. To invest money that is not required for the immediate necessities of the
Authority, as the Authority determines is advisable, in the same manner and upon the same
conditions as local Members, pursuant to Government Code section 53601, as it now exists or
may hereafter be amended.
4.14. To apply for, accept, and receive state, federal or local licenses, permits, grants,
loans, or other aid and assistance from the United States, the State, or other public agencies or
private entities necessary for the Authoritys full exercise of its powers.
4.15. To sue and to be sued in its own name.
4.16. To undertake any investigations, studies, and matters of general administration.
4.17. To develop, collect, provide, and disseminate information to the Members and
others that furthers the purposes of the Authority.

5

4.18. To adopt bylaws and other rules, policies, regulations and procedures governing
the operation of the Authority consistent with this Agreement.
4.19. To perform all other acts necessary or proper to carry out fully the purposes of
this Agreement.
4.20. To organize and/or participate with local agencies to form a water management
group to develop and implement an Integrated Water Management Plan pursuant to Water Code
sections 10530 et seq.
For purposes of Government Code section 6509, the powers of the Authority shall be
exercised subject to the restrictions upon the manner of exercising such powers as are imposed
on the City of Seaside.
ARTICLE 5
MEMBERSHIP
5.1 Members. The Members of the Authority shall be the City of Carmel-by-the-Sea,
the City of Del Rey Oaks, the City of Monterey, the City of Pacific Grove, the City of Sand City,
and the City of Seaside, and the County as long as they have not, pursuant to the provisions
hereof, withdrawn from this Agreement.
5.2 New Members. Any public agency (as defined by the Act) that is not a Member
on the effective date of this Agreement may become a Member upon: (a) the approval of the
Board of Directors by a supermajority of at least seventy (70) percent of the votes held among all
Directors as specified in Article 8 (Member Voting); (b) payment of a pro rata share of all
previously incurred costs that the Board of Directors determines have resulted in benefit to the
public agency, and are appropriate for assessment on the public agency; and (c) execution of a
written agreement subjecting the public agency to the terms and conditions of this Agreement.
ARTICLE 6
BOARD OF DIRECTORS AND OFFICERS
6.1 Formation of the Board of Directors. The Authority shall be governed by a Board
of Directors.
6.2 Duties of the Board of Directors. Subject to the provisions of the Act, the Board
of Directors shall be the policymaking body of the Authority. The business and affairs of the
Authority, and all of the powers of the Authority, including without limitation all powers set
forth in Article 4 (Powers), are reserved to and, shall be exercised by and through the Board of
Directors, except as may be expressly delegated to the Executive Director or others pursuant to
this Agreement, Bylaws, or by specific action of the Board of Directors.

6

6.3 Directors. Each Member shall appoint one Director and one Alternate Director to
the Board of Directors. Alternate Directors shall have no vote, and shall not participate in any
discussions or deliberations of the Board, if the Director is present. If the Director is not present,
or if the Director has a conflict of interest which precludes participation by the Director in any
decision-making process of the Board, the Alternate Director appointed to act in his/her place
shall assume all rights of the Director, and shall have the authority to act in his/her absence,
including casting votes on matters before the Board. Each Director and Alternate Director shall
be appointed prior to the initial meeting of the Board, as set forth in Section 7.1.
6.4 Requirements. Each Director and Alternate Director shall be an official elected to
the governing body of the CityMember he or she represents, and shall have been appointed by
resolution of that CityMembers governing body to serve for a term of two years. A Director
may be removed during his or her term or reappointed for multiple terms at the pleasure of the
member that appointed him or her. No individual Director may be removed in any other manner,
including by the affirmative vote of the other Directors.
6.5 Vacancies. A vacancy shall occur when a Director resigns, or is removed by his
or her appointing Member, or when he or she ceases to hold office on the legislative body of the
Member that appointed him or her. Upon the vacancy of a Director, the Alternate Director shall
serve as Director until a new Director is appointed by the Member. Members shall submit any
changes in Director or Alternate Director positions to the Executive Director in writing and
signed by an authorized representative of the Member.
6.6 Officers. Officers of the Authority shall be a President, Vice President, Secretary,
and Treasurer. The Treasurer shall be appointed consistent with the provisions of Section 12.3.
The Vice President, or in the Vice Presidents absence, the Secretary, shall exercise all powers of
the President in the Presidents absence or inability to act. The President, the Vice President, and
the Secretary must be Directors.
6.7 Appointment of Officers. Officers shall be elected annually by, and serve at the
pleasure of, the Board of Directors. Officers shall be elected at the first Board meeting, and
thereafter at the first Board meeting following January 1st of each year. An Officer may serve
for multiple consecutive terms. Any Officer may resign at any time upon written notice to the
Board, and may be removed and replaced by an affirmative decision of the Board.
6.8 Principal Office. The principal office of the Authority shall be established by the
Board of Directors, and may thereafter be changed by the affirmative vote of the Board.
ARTICLE 7
DIRECTOR MEETINGS
7.1Initial Meeting. The initial meeting of the Board of Directors shall be held in the
County of Monterey, California within thirty (30) days of the effective date of this Agreement.
7.27.1 Time and Place. The Board of Directors shall meet at least quarterly, at a date,
time and place set by the Board within the boundaries of the Members, and at such other times as
may be determined by the Board.
Formatted: Bullets and Numbering

7

7.37.2 Special Meetings. Special meetings of the Board of Directors may be called by
the President or by four (4) or more Directors in accordance with the provisions of Government
Code section 54956.
7.47.3 Conduct. All meetings of the Board of Directors, including special meetings,
shall be noticed, held, and conducted in accordance with the Ralph M. Brown Act (Government
Code sections 54950, et seq.). The Board may use teleconferencing in connection with any
meeting in conformance with and to the extent authorized by applicable law.
7.57.4 Local Conflict of Interest Code. The Board of Directors shall adopt a local
conflict of interest code pursuant to the provisions of the Political Reform Act of 1974
(Government Code sections 81000-91014).
ARTICLE 8
MEMBER VOTING
8.1 Quorum. A quorum of any meeting of the Board of Directors shall consist of a
majority of the Directors appointed. In the absence of a quorum, any meeting of the Directors
may be adjourned by a vote of a majority of Directors present, but no other business may be
transacted. For purposes of this Article, a Director shall be deemed present if the Director
appears at the meeting in person or telephonically, provided the telephone appearance is
consistent with the requirements of the Ralph M. Brown Act.
8.2 Director Votes. Voting by the Board of Directors shall be made on the basis of
one vote for each Director, unless one or more Directors requests weighted voting. If weighted
voting is requested, then each Directors vote shall be weighted proportionally to the amount of
water delivered to Cal-Am customers within each CityMember, as determined on a three year
running average. Accordingly, to determine the weighted vote for each Director, the annual
average amount of metered water delivered by Cal-Am during the preceding three years to
customers within the jurisdictional boundary of each CityMember shall be compared to the
annual average of the total metered water delivered by Cal-Am during the preceding three years
to customers within the jurisdictional boundaries of all of the CitiesMembers combined, and the
resulting percentages for each CityMember shall represent the weighted vote for each Director
representing each respective City. A Director, or an Alternate Director when acting in the
absence of his or her Director, may vote on all matters of Authority business unless disqualified
because of a conflict of interest pursuant to California law or the local conflict of interest code
adopted by the Board of Directors.
8.3 Affirmative Decisions of the Board of Directors. Except as otherwise specified in
this Agreement, all affirmative decisions of the Board of Directors shall require the affirmative
vote of the majority of all appointed Directors (whether present or not), unless weighted voting is
requested, in which case all affirmative decisions by the Board shall require the affirmative vote
of the majority of the weighted votes held by all Directors (whether present or not), provided that
if a Director is disqualified from voting on a matter before the Board because of a conflict of
interest, that Director shall be excluded from the calculation of the total number of Directors, or
total number of weighted votes, as applicable, that constitute a majority.

8

ARTICLE 9
EXECUTIVE DIRECTOR AND STAFF
9.1 Appointment. The Board of Directors shall appoint an Executive Director, who
may be, though need not be, an officer, employee, or representative of one of the Members. The
Executive Directors compensation, if any, shall be determined by the Board of Directors.
9.2 Duties. The Executive Director shall be the chief administrative officer of the
Authority, shall serve at the pleasure of the Board of Directors, and shall be responsible to the
Board for the proper and efficient administration of the Authority. The Executive Director shall
have the powers designated by the Board, or otherwise as set forth in the Bylaws, if adopted.
9.3 Staff. The Executive Director may employ such additional full-time and/or part-
time employees, assistants and independent contractors who may be necessary from time to time
to accomplish the purposes of the Authority, subject to the approval of the Board of Directors.
Employees of the Authority shall not be deemed employees of any Member. The Authority may
contract with a Member or other public agency or private entity for various services, including
without limitation those related to the Authoritys finance, purchasing, risk management,
information technology and human resources. A written agreement shall be entered between the
Authority and the Member or other public agency or private entity contracting to provide such
service, and that agreement shall specify the terms on which such services shall be provided,
including without limitation the compensation, if any, that shall be made for the provision of
such services.
9.4 Term and Termination. The Executive Director shall serve until he/she resigns or
the Board of Directors terminates his/her appointment.
ARTICLE 10
BYLAWS
If deemed appropriate and necessary, the Board of Directors may cause to be drafted,
approve, and amend Bylaws of the Authority to govern the day-to-day operations of the
Authority.
ARTICLE 11
ADVISORY COMMITTEES
The Board of Directors may from time to time appoint one or more advisory committees
or establish standing or ad hoc committees to assist in carrying out the purposes and objectives of
the Authority. The Board shall determine the purpose and need for such committees and the
necessary qualifications for individuals appointed to them. Each committee shall include a
Director as the chair thereof. Other The chair and membership of each committee may be
constituted by such individuals approved by the Board of Directors for participation on the
committee. However, no committee or participant on such committee shall have any authority to
act on behalf of the Authority.

9

ARTICLE 12
ACCOUNTING PRACTICES
12.1 General. The Board of Directors shall establish and maintain such funds and
accounts as may be required by generally accepted public agency accounting practices. The
Authority shall maintain strict accountability of all funds and report of all receipts and
disbursements of the Authority.
12.2 Fiscal Year. Unless the Board of Directors decides otherwise, the fiscal year for
the Authority shall run concurrent with the calendar year.
12.3 Appointment of Treasurer and Auditor; Duties. The Treasurer and Auditor shall
be appointed in the manner, and shall perform such duties and responsibilities, specified in the
Act.
ARTICLE 13
BUDGET AND EXPENSES
13.1 Budget. Within 90 days after the first meeting of the Board of Directors, and
thereafter prior to the commencement of each fiscal year, the Board shall adopt a budget for the
Authority for the ensuing fiscal year. In the event that a budget is not so approved, the prior
years budget shall be deemed approved for the ensuing fiscal year, and any assessment(s) of
contributions of Members approved by the Board during the prior fiscal year shall again be
assessed on the Members in the same amount and terms for the ensuing fiscal year.
13.2 Authority Funding and Contributions. For the purpose of funding the expenses
and ongoing operations of the Authority, the Board of Directors shall maintain a funding account
in connection with the annual budget process. The Board of Directors shall issue assessments for
contributions by the Members to fund said account in the amount and frequency determined
necessary by the Board. Assessments for Member contributions shall be made by each Member
in proportion to the weighted vote of each member as determined pursuant to Section 8.2, and
therefore no Member shall be required to make contributions to the Authority in excess of that
portion of each assessment that is equivalent to the weighted vote possessed by its Director.
Such contributions shall be paid by each Member to the Authority within sixty (60) days of
assessment by the Board.
13.3 Return of Contributions. In accordance with Government Code section 6512.1,
repayment or return to the Members of all or any part of any contributions made by Members
and any revenues by the Authority may be directed by the Board of Directors at such time and
upon such terms as the Board of Directors may decide; provided that (1) any distributions shall
be made in proportion to the contributions paid by each Member to the Authority, and (2) any
capital contribution paid by a Member voluntarily, and without obligation to make such capital
contribution pursuant to Sections 13.2, shall be returned to the contributing Member, together
with accrued interests at the annual rate published as the yield of the Local Agency Investment
Fund administered by the California State Treasurer, before any other return of contributions to
the Members is made. The Authority shall hold title to all funds and property acquired by the
Authority during the term of this Agreement.

10

13.4 Issuance of Indebtedness. The Authority may issue bonds, notes or other forms of
indebtedness, as permitted under Sections 4.9 and 4.10, provided such issuance be approved at a
meeting of the Board of Directors by unanimous vote of the Directors as specified in Article 8
(Member Voting).
ARTICLE 14
LIABILITIES
14.1 Liability. In accordance with Government Code section 6507, the debt, liabilities
and obligations of the Authority shall be the debts, liabilities and obligations of the Authority
alone, and not the Members.
14.2 Indemnity. Funds of the Authority may be used to defend, indemnify, and hold
harmless the Authority, each Member, each Director, and any officers, agents and employees of
the Authority for their actions taken within the course and scope of their duties while acting on
behalf of the Authority. Other than for gross negligence or intentional acts, to the fullest extent
permitted by law, the Authority agrees to save, indemnify, defend and hold harmless each
Member from any liability, claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and
expert witness fees, where the same arise out of, or are in any way attributable in whole or in
part, to negligent acts or omissions of the Authority or its employees, officers or agents or the
employees, officers or agents of any Member, while acting within the course and scope of a
Member relationship with the Authority.
ARTICLE 15
WITHDRAWAL OF MEMBERS
15.1 Unilateral Withdrawal. A Member may unilaterally withdraw from this
Agreement without causing or requiring termination of this Agreement, effective upon sixty (60)
days' written notice to the Executive Director.
15.2 Rescission or Termination of Authority. This Agreement may be rescinded and
the Authority terminated by unanimous written consent of all Members, except during the
outstanding term of any Authority indebtedness.

11

15.3 Effect of Withdrawal or Termination. Upon termination of this Agreement or
unilateral withdrawal, a Member shall remain obligated to pay its share of all debts, liabilities
and obligations of the Authority required of the Member pursuant to terms of this Agreement,
and that were incurred or accrued prior to the effective date of such termination or withdrawal,
including without limitation those debts, liabilities and obligations pursuant to Sections 4.9, 4.10
and 13.4. Any Member who withdraws from the Authority shall have no right to participate in
the business and affairs of the Authority or to exercise any rights of a Member under this
Agreement or the Act, but shall continue to share in distributions from the Authority on the same
basis as if such Member had not withdrawn, provided that a Member that has withdrawn from
the Authority shall not receive distributions in excess of the contributions made to the Authority
while a Member. The right to share in distributions granted under this Section 15.3 shall be in
lieu of any right the withdrawn Member may have to receive a distribution or payment of the fair
value of the Members interest in the Authority.
15.4 Return of Contribution. Upon termination of this Agreement, any surplus money
on-hand shall be returned to the Members in proportion to their contributions made. The Board
of Directors shall first offer any property, works, rights and interests of the Authority for sale to
the Members on terms and conditions determined by the Board of Directors. If no such sale to
Members is consummated, the Board of Directors shall offer the property, works, rights, and
interest of the Authority for sale to any non-member for good and adequate consideration. The
net proceeds from any sale shall be distributed among the Members in proportion to their
contributions made.
ARTICLE 16
MISCELLANEOUS PROVISIONS
16.1 No Predetermination or Irretrievable Commitment of Resources. Nothing herein
shall constitute a determination by the Authority or any of its Members that any action, including
without limitation actions relating to Water Projects, shall be undertaken or that any
unconditional or irretrievable commitment of resources shall be made, until such time as the
required compliance with all local, state, or federal laws, including without limitation the
California Environmental Quality Act, National Environmental Policy Act, or permit
requirements, as applicable, has been completed.
16.2 Notices. Notices to a Director or Member hereunder shall be sufficient if
delivered to the City Clerk (or County Clerk) of the respective Director or Member and
addressed to the Director or Member. Delivery may be accomplished by U.S. Postal Service,
private mail service or electronic mail (provided if by electronic mail, a confirmation of receipt is
provided by the recipient).
16.3 Amendments to Agreement. This Agreement may be amended or modified at any
time only by subsequent written agreement approved and executed by all of the Members.
16.4 Agreement Complete. The foregoing constitutes the full and complete Agreement
of the Members. There are no oral understandings or agreements related to the subject matter of
this Agreement that are not set forth in writing herein.

12

16.5 Severability. Should any part, term or provision of this Agreement be decided by
a court of competent jurisdiction to be illegal or in conflict with any applicable Federal law or
any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the
validity of the remaining parts, terms, or provisions hereof shall not be affected thereby,
provided however, that if the remaining parts, terms, or provisions do not comply with the Act,
this Agreement shall terminate.
16.6 Withdrawal by Operation of Law. Should the participation of any Member to this
Agreement be decided by the courts to be illegal or in excess of that Members authority or in
conflict with any law, the validity of the Agreement as to the remaining Members shall not be
affected thereby.
16.7 Assignment. Except as otherwise provided in this Agreement, the rights and
duties of the Members may not be assigned or delegated without the written consent of all other
Members. Any attempt to assign or delegate such rights or duties in contravention of this
Agreement shall be null and void.
16.8 Binding on Successors. This Agreement shall inure to the benefit of, and be
binding upon, the successors and assigns of the Members.
16.9 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original.
16.10 Singular Includes Plural. Whenever used in this Agreement, the singular form of
any term includes the plural form and the plural form includes the singular form.
16.11 Member Authorization. The legislative bodies of the Members have each
authorized execution of this Agreement, as evidenced by their respective signatures below.
IN WITNESS WHEREOF, the Members hereto have executed this Agreement by authorized
officials thereof on the dates indicated below, which Agreement may be executed in
counterparts.
CITY OF CARMEL-BY-THE SEA

By: _________________________________
Title:________________________________
DATED:______________________

APPROVED AS TO FORM:

By: _________________________________
Title:________________________________

13

CITY OF DEL REY OAKS

By: _________________________________
Title:________________________________
DATED:______________________


By: _________________________________
Title:________________________________
CITY OF MONTEREY

By: _________________________________
Title:________________________________
DATED:______________________


By: _________________________________
Title:________________________________
CITY OF PACIFIC GROVE

By: _________________________________
Title:________________________________
DATED:______________________


By: _________________________________
Title:________________________________
CITY OF SAND CITY

By: _________________________________
Title:________________________________
DATED:______________________


By: _________________________________
Title:________________________________

CITY OF SEASIDE

By: _________________________________
Title:________________________________
DATED:______________________


By: _________________________________
Title:________________________________

14

County of Monterey

By: _________________________________
Title:________________________________
DATED:______________________


By: _________________________________
Title:________________________________


15

APPENDIX A
DEFINITIONS
The terms defined in this Appendix A shall for all purposes of this Agreement have the
meanings herein specified.
1.1 Act means the Joint Exercise of Powers Act, set forth in Chapter 5 of Division 7
of Title 1 of the Government Code, sections 6500, et seq., including all laws
supplemental thereto.
1.2 Agreement means this Joint Exercise of Powers Agreement, which creates the
Authority.
1.3 Auditor means the auditor of the financial affairs of the Authority appointed by
the Board of Directors pursuant to Section 12.3 of this Agreement.
1.4 Authority means the joint powers agency created by this Agreement that will be
known as the Monterey Peninsula Regional Water Authority.
1.5 Board of Directors or Board means the governing body of the Authority as
established by Article 6 of this Agreement.
1.6 Bylaws means the bylaws, if any, adopted by the Board of Directors pursuant to
Article 10 of this Agreement to govern the day-to-day operations of the Authority.
1.7 Director and Alternate Director mean a director or alternate director
appointed by a Member pursuant to Section 6.3 of this Agreement.
1.8 Executive Director means the chief administrative officer of the Authority to be
appointed by the Board of Directors pursuant to Article 9 of this Agreement.
1.9 Member means each party to this Agreement that satisfies the requirements of
Article 5 of this Agreement, including any new members as may be authorized by
the Board, pursuant to Section 5.2 of this Agreement.
1.10 Monterey Peninsula means the incorporated area of each of the Cities and the
unincorporated area of the County of Monterey, which is within Cal-Ams
Monterey District as established by its tariff granted by the California Public
Utilities Commission.
1.11 Officer(s) means the President, Vice President, Secretary, or Treasurer of the
Authority to be appointed by the Board of Directors pursuant to Section 6.7 of
this Agreement.
1.12 State means the State of California.
1.13 Seaside Basin Decision means the final judgment entered by the Monterey
Superior Court in the lawsuit entitled California American Water Co. v. City of

16

Seaside, Monterey County Superior Court, Case No. M66343, together with any
and all amendments or modifications to that decision ordered by the court.
1.14 SWRCB Order means State Water Resources Control Board Order WR Order
2009-60, and any subsequent order concerning Cal-Ams diversions from the
Carmel River Valley that amends or replaces WR Order 2009-60.
1.15 Water Project means any capital project intended, in whole or in part, to
produce water for beneficial use on the Monterey Peninsula, including without
limitation projects to replace lost or reduced water supplies as a result of the
SWRCB Order or the Seaside Basin Decision, or to comply with the directives or
requirements of the SWRCB Order or the Seaside Basin Decision. A Water
Project may include, without limitation, wells, diversion infrastructure, conduits,
pipes, reservoirs, tanks, pumping plants, desalination plants, water reclamation
plants, treatment plants, water conveyance and storage facilities, buildings, and
other structures and infrastructure utilized for the diversion, pumping,
conveyance, desalination, reclamation, treatment, control, storage, groundwater
recharge and delivery of waters for beneficial use within the Monterey Peninsula.
Water Projects means each and every Water Project, collectively.
015621\0001\601577.7
JOINT EXERCISE OF POWERS AGREEMENT
by and among
. . .
THE CITY QF CARMEL-BY-THE-SEA
. THE CUY.OF DEL )mY OJ\KS
THE CITY OF MONTEREY
THE CITY OF PACIFIC GROvE
THE CITY OF SAND CITY
and
THE CITY OF SEASIDE
creating the
ARTICLE 1
ARTICLE2
2.1
2.2
ARTICLE3
ARTICLE4
ARTICLES
5.1
5.2
ARTICLE6
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
ARTICLE?
7.1
7.2
7.3
7.4
7.5
ARTICLES
8.1
8.2
8.3
ARTICLE9
TABLE OF CONTENTS
Page
DEFINITIONS ................................................................................................. 2
CREATION OF 11ffi AU11IORITY .............................................................. 2
Creation of Authority ............................................................................................. 2
Purpose of the Authority ........................................................................................ 3
. .
TER:.M ............ ::: .. : ........... ~ .......... ................. ~ ..................................................... 3
POWERS ......................................................................................................... 3
MEMBERSlllP ................................................................................................. 5
Members ................................................................................................................ 5
New Members ............................. : .......................................................................... 5
BOARD OF DiRECTORs AND dFFICERS ................................................. 5
Formation of the B o ~ d of Directors ...................................................................... 5
Duties of the Board of Directors ............................................................................ 5
Directors ................................................................................................................. 5
Requirements .......................................................................................................... 6
Vacancies ............................................................................................................... 6
Officers .................................................................................................................. 6
Appointm.ent of Officers ........................................................................................ 6
Principal Office ........................................................................................................ 6
DIRECTOR MEETINGS ................................................................................ 6
Initial Meeting .. ~ .. !" .. " .. ............... ~ ................... 6
Time and Place .................................... ~ .................................................................. 6
Special Meetings .................................................................................................... 6
Conduct .................................................................................................................. 6
Local Conflict of Interest Code .............................................................................. 7
MEMBER VOTING ........................................................................................ 7
Quorum .................................................................................................................. 7
Director Votes ........................................................................................................ 7
Affirmative Decisions of the Board of Directors ................................................... 7
EXECUTIVE DIRECTOR AND STAFF ....................................................... 7
-i-
9.1
9.2
9.3
9.4
ARTICLE 10
ARTICLE 11
ARTICLE 12
TABLE OF CONTENTS
(continued)
Page
Appointinent u 7
Duties ....................... .............................................................................................. 7
Staff ............................................................................................................. : ......... 8
Term and Termination .......................................... uu ............................................. 8
BYLAWS ......................................................................................................... 8
ADVISORY COMMITTEES ............................................. ............................. 8
ACCOlJNTIN'G PRACTICES ............................................................ ~ ............ 8
12.1 General ................................................................................................................... 8
12.2 Fiscal Year ............................................................................................................. 8
12.3 Appointinent of Treasurer and Auditor; Duties ..................................................... 9
ARTICLE 13 BUDGET AND EXPENSES ........................................................................... 9
13.1 Budget ..................................................................................................................... 9
13.2 Authority Funding and Contributions .................................................................... 9
13 .3 Return of Contributions .......................................................................................... 9
13.4 Issuance of Indebtedness ................................................................. ~ ...................... 9
ARTICLE 14 LIABILITIES ................................................................................................. 10
14.1 Liability ................................................................................................................ 10
14.2 Indemnity ........................ . ~ ..................................................................................... 10
ARTICLE 15 WITJIDRAWAL OF MEMBERS ................................................................. 10
15.1 Unilateml Withdrawal .......................................................................................... 10
15.2 Rescission or Termination of Authority .............................................................. 10
15.3 Effect of Withdrawal or Termination .................................................................. 10
15.4 RetumofContribution ......................................................................................... 11
ARTICLE 16 MISCELLANEOUS PROVISIONS .............................................................. 11
16.1 No Predetermination or Irretrievable Commitinent of Resources ....................... 11
16.2 Notices ........................................................ ~ ........................................................ 11
16.3 Amendments to Agreement ................................................................................. 11
16.4 Agreement Complete ........................................................................................... 11
16.5 Severability .......................................................................................................... 11
-ii-
TABLE OF CONTENTS
(continued) .,
Page
16.6 Withdrawal by Operation of Law ... ~ ............ ~ ................................ ~ .. ~ ................... 11
16.7 Assignment .......................................................... -................................................ 12
16.8 Binding on Successors ........... _ ............................................................................... 12
16.9 Counterparts ........................................ ~ ................. ~ , ...... -................ ! ....................... 12
16.10 Singular Includes Plural ............ ~ ........................................ ! ..... , ................. _ .......... 12
16.11 Member Authorization ....................................... ,._.-........................................ r ....... ~ 12
APPENDIX A DEFINITIONS ................................ _ ..... ~ - - . ~ .. .. , .. - 14
-iii-
JOINT EXERCISE OF POWERS AGREE:MENT
This Joint Exercise of Powers Agreement ("Agreement") is made and entered as
of_ of January;. 2012, by and among the City of Carmel-by-the-Sea, the City of Del Rey Oaks,
the City of Monterey, the City of Pacific Grove, the City of Sand City, and the City of Seaside,
sometimes referred to herein individtially as a "City" or "Member" and collectively as the
"Cities" or "Members." Except as otherwise specifically defined in this Agreement, capitalized
terms used herein shall have the meanings given to them in Article 1 of this Agreement.
RECITALS
A. Each of the Cities is a public agency located witbpl Monterey Peninsula in
Monterey County, and is duly and existing under and by virtue of the laws of the State

B. With minor exceptions, the households and bUsinesses within the receive
their water supply frOm the California American Water Company and those
customers withiti the Cities represent the vast majority ofCal-Am's customers within its
Monterey District. '
C. Ca_J,-,Am presently the rqajority of the water that it supplies to the
Monterey District from groundwater produced from water wells located within the Carmel
Valley Groundwater Basin, and to a lesser extent, groundwater from Seaside
Groundwater Basin. In both instances, the amount of water supplies available for distribution
have been reduced and will continue to be reduced by administrative and court orders. (See State
Water Resources Control Board, WR Order 2009.,.60 [requiring Cal-Am to reduce the amount of
water being diverted from the Carmel Valley Groundwater Basin], and Seaside Basin Decision
(defined below) [limiting Cal-Am's right to produce groundwater from the Seaside Groundwater
Basin]).
D. The Cities have a common interest in the timely development of one or more
water supply projects to ensure that a sa:(e an4 supply of water is available to replace
water supplies lost because of the aforementioned mandatory red11ctions.
E. The Cities also have a common interest in ensuring that the governance of water
supply projects that serve the Cities' water includes representation that is directly
accountable to those water users.
F. The. City of Seaside also operates a small water system (approximately 800
customer connections) within its jurisdiction; that it supplies with groundwater produced from the
Seaside's right to produce from the Seaside
Groundwater Basin has been, and Will continue to be, liluited QY the Seasiqe Basin Decision.
Seaside therefore ha$ :a separate interest in the of a water supply to the
extent that the project may provide water to the City to replace this lost groundwater.supply.
1
G. The timely of a water supply project may best be achieved
through the cooperation of the Cities operating through a joint powers agency.
H. The Act (defined below) authorizes the Cities to create a joint powers agency, and
to jointly exercise any power conimon to the Cities and to exercise additional powers granted
under the Act.
I. The Act, including the Marks-Roos Local Bond Pooling Act of 1985
(Goveniment Code sections 6584, et seq.), authorizes an entity created pursuant to the Act to
issue bonds, including under certain circumstances
1
to purchase bonds issued by, or to make
loans to, the Cities for financing public capital improvements, working capital, liability and other
insurance needs or projects whenever there are si'gnificant public benefits, as determined by the
Cities. 'fhe Act further authorizes empowers the Authority to sell bonds so issued or
purchased to public or private purchasers at public or negotiated sales.
J. Based on the foregoing legal authority, the Cities desire to create a joint powers
authority for the purpose of taking all actions deemed necessary by the joint powers authority to
ensure the timely development, financing, constructipn, repair, and maintenance of
one or more water supply project$ to replace lost water pJ:'eviously identifie9; to ensure
that the governance of such projects includes representation that is directly to the
Cities' residents that are served by such projects; and to undertake any additional related or
ancillary actions.
K. The governing boarq of each City 'has determined it to be in the Member's best
interest and in the public interest that this Agreement be executed and that Citjt become a
participating Member of this Authority. '
TERMS OF AGREEMENT
In consideration of the mutual promises and covenants herein contained, the Cities agree
as follows:
ARTICLE!
DEFINITIONS
Unless defined elsewhere in this Agreement, all defined ternis used herein, shall have the
meaning specified in the defiriitions set forth in Appendix A to this Agreement; and all such
definitions are incorporated herein by reference.
'
ARTICLE2
CREATION OF THE AUTHORITY
2.1 Creation of Authority. There is hereby created pursuant to the Act a joint powers
agency which will be a pUblic entity separate froin the parties to this Agreement and shall be
known as the Monterey Pehinsula Regional Water Authority. Within 30 days after the effective
date of this Agreement and after any amendment, the Authority shall cause anotice of such
Agreement or amendment to be prepared and filed with the office ofthe_ California Secretary of
State containing infotniation requiTed by Govel1llhent Code section 6503.5. Within 10 days
after the effective date of this Agreement, the Authority shall cause a statement of the
information concerning the Authority, required by Government Code section 53051, to be filed
2
With the office of the Califoriria Secretary of State and with the County Clerk for the County of
Monterey, setting forth the facts requited to be stated pursuant to Governnient Code on
53051(a).
2.2 Plimose of the Authority. Each Member has in commmi the power to study, plan,
develop, acquire, construct, maintain, repair, manage, control, govem
Water Projects either alone or in cooperation with'other public or pnvate n9n:member entities.
The purpose of this Agreement is to establish a public entity separate from. its Members fo jointly
exercise some or WJ of the foregoiJlg 9ommon powers, as ne9yssary by tb.e Authority, to:
(1) ensure the timely development, financing, operatiQD:, repair, and of
one or more Water Projects; and (2) ensure that the governance of such Water Projects includes
representation that is directly accountable to the Cities' water
l\Rl'I(:LE3.
TERM
. ,
pus shall become effective upoy execution by pf the Cities and shall
remain iri effeet Until terminated pursuant to the provisions of ArtiCle 15 (Withdrawal of
Members) ofthis Agreement.
ARTiaE4
. :PowERs
The Authority shall possess the power in its own name to exercise any and all common
powers of its members reasonably related the purposes of the Authority, including but not
limited to the following powers, together wj.th Slich other powers as are expressly forth in the
Act:
4.1. To study, plan, develop, finance, acquire, construct, maintain, repair, manage,
operate, control, or govern Water Projects, or any portion thereof, and related works and
improvements, either by the Au1}lority alone or 41 cooperation with <;>ther public or ptivate non-
member entities.
4.2. To perform other ancillary tasks relating to Water Projepts, inclu4ing without
limitation environmental review, engineering, and design.
4.3. To obtain rights, permits other authorlzati.ons fgr, or pertaining to, Water
Projects.
' ' .: '
4.4. To purvey water and enter into water supply agreements with its Mell1bers or
other public or private non-members, including without limitation water supply agreements with

4.5. To exercise the common powers of its Members to develop, -and
disseminate information concerning Water Projects to the Members and others, including but not
limited to legislative, administrative, and judicial bodies, as well the public generally.
4.6. To make and enter into contracts necessary for the full exercise of its powers.
3
4.7. To employ, or otherwise contract for the of, agents, officers, employees;
attorneys, planners, consultants, technical and
independent contractors.
4.8. To accuP).ulate operating and reserve funds for purposes stated.
'4.9. To iilcm debts, liabilities, or other obligations necessary or to carry out
purposes. of this Agreement. , . . .
4.1 0. To issue' bonds, :notes, and other forms of indebtedness, and to enter into leases,
installment sales; and inStallment purchase contracts.
4.11. To acquire property and other aSsets by grant, lease, prirchase, bequest, devise; or
eminent domain, and to hold, enjoy, lease or sell, or otherwise dispose of, property, including
real property, water rights, and personal property, for the full exercise of its powers.
4.12. Receive gifts, contributions, and donations or property, fi,mds, services, and other
forms of or otlier assistance from any persons, firrils, corporations, or' govei'Iltliental
entities, or any other sotirce.
4.13. To invest money that is not for the immediate necessities of the
Authority, as the Authority detennines is m the same manner and upon the same
conditions as local Members, pursuant to Govermilent Code section 53601, as it now exists or
may hereafter be amende9..
4.14. To apply for, accept, and receive state, federal or local licenses, perhiits, grants,
loans, or other aid and assistance from the United States, the State;.or other public agencies or
private entities necessary for the Authority's full exercise of its powers.
4.15. To sue and to be sued in its own name.
4.16. To undertake any investigatiolis', studies, and matters of general administration.
4.17. To develop, collect, provide, and disseminate information to the Members and
others that furthers the purposes of the Authority.
4.18. To adopt bylaws and other rules, policies, regulations and procedures governing
the operation of the Authority consistent with thisAgieeinent. ,.
4.19. To perform all other acts necessary or proper to carry out fully the purposes of
this Agreement.
4.20. To organize and/or participate with local agencies to form a water management
group to develop and implement an Integrated Water Management Plan pursuant to Water Code
sectionS 10530 et seq.
4
For pUrposes of Government Code section 6509, the powers of the Authority shall be
exercised subject to the restrictions upon the manner of exercising such powers as are imposed
on the CitY of Seaside.
ARTICLES
:ME:MBERSHIP
5.1 Members. The Members ofthe Authority shall be the City of Carmel-by-the-Sea,
the CitY of Del Rey Oaks, 'ihe City of:Monterey, the Ctty ofPacific Grove, the City of Sand City,
and the City of as long as they have not, Pursuant to the provisions hereof,
froni this Agreement.
5.2 New Members. Any public agency (as defined by the Act) that is not a;Member
on the effective date of this Agreement may become a Member upon: (a) the approval of the
Board ofDirectors by a supermajority of at leaSt seventy (70) percent ofthe!votes held among all
Directors as specified in Article 8. (Member Voting); (b) payment of apro rata share of all
previously incurred costS that the Board ofpirectors determines have resulted in benefit to the
public agency, arid are appropriate for assessment on the public agency; and (c) execution of a
written agreement subjecting the public agency to the terms and conditions ofthis Agreement.
ARTICLE6
BOARD OF DIRECTORS AND OFFICERS
6.1 Formation of the Board of Directors. The Authority shall be governed by a Board
of Directors.
6.2 Duties of the Board of Directors. Subject to the provisions ofthe Act, the Board
of Directors shall be the policymaking body of the Authority. The b'usiness and affairs of the
Authority, and all of the powers of the Authority, fucluding without limitation all powers set
forth in Article 4 (Powers), are reserved to shall be exercised by and through the Board of
Directors, except as may be expressly delegated to the Executive Director or others pursuant to
this Agreement, Bylaws, or by specific action of the of
6.3 Directors. Each Member shall appoint one Director and one Alterb.ate Director to
the Board of Directors. Alternate Directors shall no vote, and shall not participate in any
discussions or dE;Iiberiltions of the Board, if the Director is present. If !qe Director is not present,
or if the Director has a conflict of interest which precludes participation by the Director hi any
decision-making process of the Board, the Alternate Director appointed to act in his/her place
shall assume all rights of the Director, and shall have the auth<;)pty to act his/her absence,
including e.g votes on matters before the Board. Each Director an4 Director shall
be appointed prior to the initial meeting of the Board, as set forth in Section 7 .1.
5
6.4 Requirements. Each Director and Alternate Director shall be an official elected to
the governing body of 1he City he or she represents, and have been appointed
of that City's governing bodyto serve for a term of two years. A Director may be removed
during his or her term or reappointed for multiple terms at the pleasure of the member that
appointed him or her. No individual Director may J;>e removed in any other manner, including by
the affirmative vote of the other Directors.
6.5 Vacancies. A vacancy shall ()Ccur when a 91," is removed by his
or her Member, or when he or she ceases to office on
appointed h4n or her. Upon vacancy of a Director, the Alternate Director shall
serve as Director until a new Director is appointed by the Member. Members shall submit any
changes in Director or Alternate Director positions to the Executive Director in writing and
signed by an authorized representative of the MembeJ;".
().6 Officers. of thct Au.thority shall President, Vice President,
and Treasurer .. shall be consistent with the provisions of Section 12.3.
The Vice or in the Vice absence, the shall exercise all powers of
the President in the s absence or inability to act. The President, the Vice President, and
the Secretary must. be Director8. .
6. 7 Awointment of Officers. Officers shall be elected annually by, and serve at the
pleasure of, the Board of Djrc;ctors . . Officers shall be elected. at the first Board meeting, and
thereafter at the first Board meeting following January 1st of each year. An Officer may serve
for multiple consecutive tenns. Any. Oflicer Il)ay resign at any time upon written notice to the
Board, and may be removed and replaced by an affirmative decision of the Board.
6 .. 8 Principal Office. The principal office of the Authority shall be established by the
Board of Directors, and may thereafter be changed by the affirmative vote of the Board.

DIRECTOR MEETINGS
. .
7.1 Initial Meeting. The initial meeting of the Board ofDirectors shall be held in the
County of Monterey, within thirty (30) days of the effective date of this Agreement.
7.2 Time and Place. The Board of Directors shall meet,at least at a date,
time and place .set Boarq within the poundaries of the Members, and at sucli o.t}:ter times as
may be deterinined by the 'Boarq,.
7.3 Special Meetings. Special meetings of the Board of Directors may be called by
the President or by four ( 4) or more Directors in accordance with the provisions of Government
Code section 54956.
7.4 Conduct. All meetings of the Board of Directors, including special meetmgs,
shall be noticed, held, and conducted in accordance with the Ralph M. Brown Act (Government
Code sections 54950, et seq.). The Board may use teleconferencing in connection with any
meeting in conformance with and to the extent authorized by applicable law.
6
7.5 Local Conflict of Interest Code. The Board of Directors shall adopt a local
conflict of code pmsuant to the provisions of the Political Reform Act of 197 4
(Government Code sections 81000-91014).
ARTICLES
ME:MBER VOTING
8.1 Ouonim. A quonuri of any meeting Board of Directors shall of a
majority of the Directors appointed. In the absence of a any meeting of the Directors
may be adjourned by a vote of a majority of Directors present, but no other' bu8mess may be
transacted. For of this Article, a Director shall be deemed present if the Director
appears at the meefuig in person or telephonically, provided the telephone appearance is
consistent with the requirements of the Ralph M. Brown Act. -
8.2 Director Votes. Voting by the Board ofDirect9rsj shall be made on the ]?asis of
one vote for each Director, unless one or more Directors requests weighted voting. If weighted
voting is requested, then each Director's vote shall be weighted proportionally to the amount of
water delivered to Cal-Am cUstomers Within each City, as detenriined on a three year rlmiling
average. Accordingly, to determine the weighted vote for each Difeetor, the annUal average
amount of metered water delivered by Cal-Am durjng the proceeding three years to customers
within each City shall be compared to the annual of the total metered water delivered by
Cal-Am dming the proceeding three years to customers within all of the Cities combined, and the
resulting for each City s1lall represent the weighted vote for each Director
representing each CitY. A Director, or an Alternate Director when acting in the
absence of his or her Director, may vote on all matters of Authority business unless disqualified
because of a conflict of interest pursuant to California law or the local conflict of interest code
adopted by the Board of Directors.
8.3 Affirmative Decisions of the Board ofDirectors. Except as otherwise specified in
this Agreement, all a.ffiz+native of the Board shall require the affinnative
vote of t}le inajqrity of all Directors or unless ;weighted voting is
requested, in which case alfaffirmative, decisiqru; by the require the affirmative vote
of the majority of the weighted votes.held by all Directors present not), provided that
if a Director is disqualified from pn a matter the aoard because of a, coirflict of
interest, that Direptor shall be e,xcluded fu>m the calculation of total number of Directors, or
total of weighted votes, as ilPPli.cable, a majority. - . .
ARTICLE9
EXECUTIVE DIRECTOR AND STAFF
9.1 Am>ointment. The Board ofDirectors shall appoint an Executive Director, who
may be, though need not be, an officer, employee, or representative ofone of the The
Executive Director's compensation, if any, shall be by the Board oflJirectors.
7
9.2 Duties. The Executive Director shall be the chief administrative officer of the
Authority, shall serve at the pleasure of the Board of Directors, and shall be to the
Board for the proper and efficient administration of the Authority. The shall
have the powers designated by the Board, or otherwise as set forth in the Bylaws, if adopted.
9.3 Staff. The Executive Director may employ such additional full-time and/or part-
time employees, assistants and independent contractors who may be necessary from time to time
to accompl_ish the of the Authority, subject to tb,e approval Board of Directors.
Employees of the J,\.\,lthority shall not he deemed Melllber. the Authority-may
contract with a or oth.er public agency or private en,tity for various services, in,cluding
without li.miW.qo_n those to the Authority's fin,ance, risk m8.Qf,lgement, .
information techp..ology and human resources. A written agreement shall be between the
Authority and the Member or other public agency or entity contractittg to provi4e such
service, and that agreement shall specify the terms on which such services shall be provided,
including without limitation the ap.y, that shall be made for the provision of
such. services.
!
9.4 Term and The Ex.ecutive Director shall serV'e until he/she resigns or
the Board of Directors his/her appointmen,t. .
ARTICLElO
BYLAWS
If appropriate and neqessary, the Board of Directors may cause to be drafted,
approve, and amend Bylaws ofthe Authority to govern the day-to-day operations of the
Authority.
ARTICLEll
ADVISORY COMMITTEES
The Board of DirectorS may from time to time appoip.t one or more advisory committees
or establish standing or ad hoc to assist i.n carrying out the'pilrposes and objectives of
the Authority. The Board shall determine the pUrpose and need for such com:Ii:iittees and the
necessary qUalificationS fot individuals appointed to them. Each committee shall include a
Director as th.e dhair tliereof. Other members of each may be constituted by such
individuals approved by the Board of Directors Jbr parti.C"ipation on the comri:rittee. However, no
committee or participant on such committee shall have any authority to act on behalf of the
Authority.
ARTICLE12
ACCOUNTING PRACTICES
12.1 General. The Board of Directors shall establish and maintain such funds and
accounts as may be required by generally accepted public agency accounting practices. The
Authority shall maintain strict accountability of all funds and report of all receipts and
disbursements of the Authority.
8
12.2 Fiscal Year. Unless the Board of Directors decides otherwise, the fiscal year for
the Authority shall run concurrent with the calendar year.
12.3 Anpoiiltment of Treasurer and Auditor; Duties. The and Auditor shall
be appointed in the manner, and shall perform such duties and responsibilities, specified in the
Act..
ARTICLE13
BUDGET AND EXPENSES
13.1 Budget. Within 90 days after the first meeting of the Board of Directors, and
thereafter prior to the commencement of each fiscal year, the Board shall adopt a budget for the
Authority for the ensuing fiscal year. In the event that a budget is not so approved, the 'prior
year's budget shall be deemed approved for the enSuing fiscal year, any assessment(s) of
contributions ofMembers.approved by the Boardduring the prior year shall again be
assessed on the iii the same amount and terms for the ensuing fiscal year.
13.2 Authority Funding and Contributions; ;for the purpose of funding the expenses
and ongoing operations of the Authority, the Board of Directors shall maiiltain a funding account
in connection with the annual budget process. The Board of Directors shall issue assessments for
contributions by the Members to fund said account in the amount and frequency determined
necessary by the Board. Assessments for Member contributions shall be made by each Member
in proportion to the weighted vote of each member as determined pursuant to Section 8.2, and
therefore no Member shall be required to make contributions to the Authority in excess of that
portion of each 'assessment that is eqUivalent to the weighted vote P<>ssessed by its Director.
Such contributions shall be paid by each Member to the Authority within sixty (60) days of
assessment by the Board.
13.3 Return of Contributions. In accordance with Government Code'section 6512.1,
repayment or return to the Members of all or any part of any contributions made by MemberS
and any by the Authority may be directed by the Board of Directors at such time and
upon terniS as the Bo'ard may decide; that (1) any distributions shall
be ma,de iri proportion to the to the Authority, and (2) any
capital contribution paid by a Membet voluniariiy, and without oblig_atioil to make such capital
contribution to SectionS .2, shall Qe returned to the contributing Member, together
with interests at annual 'rate as the yield. of the Local Agency Investment
Fund adlniW.stered by t4e Califoinia State Treasurer; before any other return of contributions to
the Members is mac!e. The Authority hold title to all fwids and property acquired by the
Authority duripg the term of this Agreement.
13.4 Issuance of Indebtedness. The Authority may issue i>r otherfqrms of
as permitted under 4.9 and 4.1 0, provided such be approved at a
meeting of the Board of Directors by unanimous vote of the Directors as specified in Article 8
(Member Voting).
9
ARTICLE 14
LIABILITIES
14.1 Liabilitv. In accordance with Government Code section 6507, the debt, liabilities
and obligations of the Authority shall be the debts, liabilities and obligations of the Authority
alone, and not the Members.
14.2 Indemnitv. Funds of the Authority may be used to defend, indemnify, and hold
harmless the Authority, each Member, each Director, any 9fficers, agents and employees of
the Authority for their actions taken within the course and scope of their duties while acting on
behalf of the Authority. Other than for negligence or intentiol}al acts, to fullest extent
permitted by law, the 1\utbQ.rity agrees to save, indemnify, defend m;:t9 hold each
Member from li,:ability, claims, sujts, actions, proceedings, administrative .
proceedings, regulatory losses, expell:Ses or costs .of any kind, whether acwaJ,
alleged or threatened, incluqing attorney's fe,es and costs, court costs, interest, defense .costs, and
expert witness fees, where same arise out of, or are 1n any way attrl,putable in whole or in
part, to negligent acts or omissions of the AuthoritY or its employees, officers or agents or the
employees, officers or agents of any Member,. while acting within the course and scope of a
Member relationship with the Authority.

WITHDRAWAL O:F :ME:MBE:JIS
15.1 Unilateral Withdrawal. A Member may unilaterally withdraw from this
Agreement_ without or requiriilg termiilatiop, of this Agreement, effective upon sixty (60)
days' notice to the Executive Director.
15.2 Rescission or Termination of Authoritv. This Agreement may be rescinded and
the Authority terminated by written consent of all Members, except during the
outstanding term of any Authority indebtedness.
15.3 Effect of Withdrawal or Temrlnation. Upon of this Agreement or
unilateral .a Membe_r shan remain' obligated to p'ay its share of all debts, liabilities
and obligatio!ls of the Auili6rity required of the Member p't!r5uant to tenns of this Agreement,
and that were prior to the effective date termination or withdrawal,
including without limitation those debts, and obligations purs_uant to Sections 4.9,4.10
and 13,.4. 1\p.y Member withdraws from the Authority' shall have no right to in
the brisiqess and affaiJ:s of the Authority or to ex:ereise any rights o:f a Member undet this .
Agreement or the Act, but shall continue to share in distributions _frQm the Authority ori the
basis as if such Member had not withdrawn, provided that a Member that has withdraWn. from
shall_n<?t distributions in excess of the to the Authority
while a 'Pte to share in distributions granted under this Se9tion 15.3 shall Q.e in
lieu.of 3-!lY right the wl.thdrawn Member may have to receive a distribution or payment of the fair
value of the Member's interest in the Authority.
10
15.4 Return of Contribution. Upon tel'Jl'tiD.ation ofthis Agreement, a.ij,y surplus money
on-himd shall be returned to'the Members in proportion to their contributions made. The Board
of Directors shall first offer any property, works,' rights of the A:uthm;ity for sale to
the Members on terms and conditions determined by the Board of Directors. If no such sale to
Members is consl,lll11D.ated, the Board of Directors shall offer the property, vyorks, rights, and
interest of the Authority for sale to any non-:member for good anq consideration. The
net proceeds from any sale shall be distributed among the Members in proportion to their
contributions made.
ARTICLE16
_
16.1 No Predeterri:iination or Irretrievable Com.mitlnent of Resources. Nothing herein
shall a by the including
without to Water. l,lb.deljflken or tqat any .
unconditional or irretrievable comnritm.ent of resources shall be made, until such time as the
requ!red compliance wiUt all JQp.al, .. state, or federal laws, including witho1A lin:riU\tion the
California Environmental Quality Act, National Environmental Policy Act, or permit-
requirements, as applicable, has been completed.
16.2 Notices. Notices to a Director or Member hereunder shall be sufficient if
delivered to the City Clerk of the respective Director or Member and addressed to the Director or
Member. Delivery may be accomplished by U.S. Postal Service, private mail service or
electronic mail (provided if by electronic mail, a confirmation of receipt is provided by the
recipient).
16.3 Amendments to Agreement. This Agreement may be amended "or modified at any
time only by subsequent written agreement approved and executed by all of the MemberS.
16.4 Agreement Complete. The foregoing constitutes the full and complete Agreement
of the Members. There are no oral understandings or agreements related to the subject matter of
this Agreement that are not set forth in writing herein.
16.5 Severability. Should any part, term or provision of this Agreement be decided by
a court of competent jurisdiction to be illegal or in conflict with any applicable Federal law or
any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the
validity of the remaining parts, terms, orprovisions hereof shall not be affected thereby'
provided however, that if the remaining parts, terms, or provisions do not comply "Yith the Act,
this Agreement shall terminate.
16.6 Withdrawal by Operation ofLaw. Should the participation of any Member to this
Agreement be decided by the courts to.be illegal or in excess of that Member's authority or in
conflict with any law, the validity of the Agreement as to the remaining Members shall not be
affected thereby.
11
16.7 Assignment. p.t:ovided in this Agreement, pghts and
duties of the Members.may not be assigned or delegated without" the written <?On$en,t of all other
An:f to or such rights or duties in contravention of tQ.is
shall be null and void.
i 6.8 Binding on Successors. Tins Agreement shall inure to the benefit of, and he
binding upon, succes.soi:s and ruisiins of the Members. .
. i
16.9 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original.
16.10 Singular Includes Plmal. Whenever us"eil in this Agreement, the singular form of
any term th.e_plura1 form plural form singular for;m.
I ' . 0 . ' ' '
16.11 Membef Authbrizatioll:. The bodies of the Members have each
authorized of this A:greement, as evidenced by their sigriatutes helow.
IN WITNESS WHEREOF, the Members hereto have executed this Agreement by authorized
officials thereof on the dates indlcated below, which Agreement may be executed in
counterparts.
CITY OF CARMEL-BY-THE SEA
By: )k._
Title:
CITY OF DEL REY OAKS
By: _

CITY OF MONTEREY

Tttle: J.J (l) 'to-=-
12
DATED: tW Lf zP/.2
.:> .
APPROVED AS TO FORM: .

DATED:._....;.__ _____ _

Title:. __
DATED: 2 J /3)'?() 12:- .
CITY OF PACIFIC GROVE
CITY OF SAND CITY
CITY OF SEASIDE
By: __

13
DATED:. ______________ _
DATED: ______________ _
DATED:. ______________ _
By:W
APPENDIX A
DEFINITIONS
The terms defmed in this Appendix A shall for all purposes of this Agreement have the
meanings herein specified.
1.1 "Act" means the Joint Exercise of Powers Act, set forth in Chapter 5 of Division 7
ofTitle I of the Government Code, sections 6500, et seq., including all laws
supplemental thereto.
1.2 "Agreement" means this Joint Exercise of Powers Agreement, which creates the
Authority.
1.3 "Auditor'' means the auditor of the financial affairs of the Authority appointed by
the Board of Directors pursuant to Section 12.3 of this Agreement.
1.4 "Authority" means the joint powers agency created by this Agreement that will be
known as the Monterey Peninsula Regional Water Authority.
1.5 "Board of Directors" or "Board" means the governing body of the Authority as
established by Article 6 of this Agreement.
1.6 "Bylaws" means the bylaws, if any, adopted by the Board of Directors pursuant to
Article 10 of this Agreement to govern the day-to-day operations of the Authority.
1. 7 "Director'' and "Alternate Director" mean a director or alternate director
appointed by a Member pursuant to Section 6.3 of this Agreement.
1.8 "Executive Director" means the chief administrative officer of the Authority to be
appointed by the Board of Directors pursuant to Article 9 of this Agreement.
1.9 "Member" means each party to this Agreement that satisfies the requirements of
Article 5 of this Agreement, including any new members as may be authorized by
the Board, pursuant to Section 5.2 of this Agreement.
1.10 "Monterey Peninsula" means the incorporated area of each of the Cities and the
unincorporated area of the County of Monterey, which is within Cal-Am's
Monterey District as established by its tariff granted by the California Public
Utilities Commission.
1.11 "Officer( s )" means the President, Vice President, Secretary, or Treasurer of the
Authority to be appointed by the Board of Directors pursuant to Section 6.7 of
this Agreement.
1.12 "State" means the State of California.
1.13 "Seaside Basin Decision" means the final judgment entered by the Monterey
Superior Court in the lawsuit entitled California American Water Co. v. City of
14
Seaside, Monterey County Superior Court, Case No. M66343, together with any
and all amendments or modifications to that decision ordered by the court.
1.14 "SWRCB Order" means State Water Resources Control Board Order WR Order
2009-60, and any subsequent order concerning Cal-Am's diversions from the
Carmel River Valley that amends or replaces WR Order 2009-60.
1.15 "Water Project" means any capital project intended, in whole or in part, to
produce water for beneficial use on the Monterey Peninsula, including without
limitation proje<:ts to replace lost or reduced water supplies as a result of the
SWRCB Order or the Seaside Basin Decision, or to comply with the directives or
requirements of the SWRCB Order or the Seaside Basin Decision. A Water
Project may include, without limitation, wells; diversion infrastructure, conduits,
pipes, reservoirs, tanks, pumping plants, desalination plants, water reclamation
plants, treatment plants, water conveyance and storage facilities, buildings, and
other structures and infrastructure utilized for the diversion, pumping,
conveyance, desalination, reclamation, treatment, control, storage, groundwater
recharge and delivery of waters for beneficial use within the Monterey Peninsula.
''Water Projects" means each and every Water Project, collectively.
015621\0001\601577.7
15
i
. I
l


Item No: 7.

08/12

FROM: Prepared By: Clerk to the Authority

SUBJECT: Update on Member City Approval of Increased Member Contributions for FY
2012-13 (Information)

DISCUSSION:

There is no report for this item. An oral update will be presented at the meeting.



Item No: 8.

08/12

FROM: Prepared By: Clerk to the Authority

SUBJECT: Approve Future Meeting Dates (Discussion/Action)

RECCOMENDATION:
That the Authority continues to meet on the second and fourth Thursday of each month at 7:00
p.m., unless there is a conflict and to approve the meeting dates as set forth below through
June 30, 2013. Meetings will be held in the City of Monterey Council Chamber unless otherwise
posted.

Thursday April 11, 2013
Thursday April 25, 2013 *

Thursday May 9, 2013
Thursday May 23, 2013

Thursday June 13, 2013
Thursday June 27, 2013

*Note: April 25, 2013 has a facility conflict and will need to be held at an alternative location.


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