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
MONTEREY PENINSULA REGIONAL WATER AUTHORITY
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
MONTEREY PENINSULA REGIONAL WATER AUTHORITY
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.
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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.
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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. .
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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:- .
APPROVED AS TO FORM:
CITY OF PACIFIC GROVE
CITY OF SAND CITY
CITY OF SEASIDE
By: __

13
DATED:. ______________ _
APPROVED AS TO FORM:
DATED: ______________ _
DATED:. ______________ _
APPROVED AS TO FORM:
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
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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
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