Agenda

Monterey Peninsula Regional Water Authority (MPRWA)

Director's Meeting

7:00 PM, Thursday, June 14, 2018

Council Chambers
580 Pacific Street
Monterey, California

CALL TO ORDER

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.

CONSENT AGENDA
CONSENT AGENDA consists of those items which are routine and for which a staff
recommendation has been prepared. A member of the public or MPRWA Director may request
that an item be placed on the regular agenda for further discussion

1. Approval of Minutes from May 10, 2018 Regular Meeting and Special Meeting - Klein

2. Approve and File Authority Checks Through May 31, 2018 - Russo

3. Adopt Resolution 2018-05 Amending the Approved FY 2018-2019 Contracts to Adjust for
the Budget Adopted on May 10, 2018 - Cullem

***End of Consent Agenda***

AGENDA ITEMS

4. Receive Report from the General Manager of the MPWMD on Status of Water Supply and
Compliance with CDO 2016-60 - Stoldt

5. Receive an Update on the Status of the Cal Am Monterey Peninsula Water Supply Project
(MPWSP) - Svindland

6. Receive Report, Discuss, and Provide Staff Direction on Future Technical Advice for the
Authority - Cullem
 Thursday, June 14, 2018

7. Receive Report, Discuss, and Provide Staff Direction on Scope of Future Work for the
Authority Special Counsel, Adopt Resolution 2018-YY, Approve Brownstein Hyatt Farber
Schreck as Special Legal Counsel through June 30, 2019, and Authorize the Authority
President to Execute a Contract Extension at a Price Not-to-Exceed $70,000 - Cullem

8. Discuss Election of Water Authority Board Officers for FY 2018-2019 - Cullem

ADJOURNMENT

The City of Monterey is committed to including the disabled in all of its services, programs and
activities. In compliance with the Americans with Disabilities Act, if you need special assistance
to participate in this meeting, please contact the City Clerk’s Office at (831) 646-3935.
Notification 30 hours prior to the meeting will enable the City to make reasonable arrangements
to ensure accessibility to this meeting [28 CFR 35.102-35.104 ADA Title II]. Later requests will
be accommodated to the extent feasible. For communication-related assistance, dial 711 to use
the California Relay Service (CRS) to speak to City offices. 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 the City Clerk's Office at
(831) 646-3935 to coordinate use of a device.

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 Clerk’s 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.

2
 M I N U TE S
MONTEREY PENINSULA REGIONAL WATER AUTHORITY (MPRWA)
Director's Meeting
7:00 PM, Thursday, May 10, 2018
COUNCIL CHAMBERS
580 PACIFIC STREET, MONTEREY
MONTEREY, CALIFORNIA
Directors Present: Carbone, Dallas, Edelen, Roberson, Rubio, Kampe
Directors Absent: None

Staff Present: Legal Counsel, Acting Clerk

CALL TO ORDER
President Kampe called the regular meeting to order at 7:00 p.m.

ROLL CALL
All Directors present.

PLEDGE OF ALLEGIANCE
REPORTS FROM BOARD DIRECTORS AND STAFF
None.

PUBLIC COMMENTS
None.

CONSENT AGENDA
Public comment: None.
On a motion by Director Rubio, seconded by Director Edelen, and carried by the following vote,
the Monterey Peninsula Regional Water Authority approved the Consent Agenda:
AYES: 6 DIRECTORS: Carbone, Dallas, Edelen, Roberson, Rubio, Kampe
NOES: 0 DIRECTORS: None
ABSENT: 0 DIRECTORS: None
ABSTAIN: 0 DIRECTORS: None
RECUSED: 0 DIRECTORS: None
1. Approve Minutes from March 8, 2018
Action: Approved
2. Approve Minutes from April 12, 2018
Action: Approved
3. Approve and File Authority Checks Through April 30, 2018
Action: Approved
4. Approve a Certificate of Appreciation for Water Authority Clerk of the Board Nova Romero
Action: Approved
 MPRWA Minutes Thursday, May 10, 2018

5. Receive Report, Discuss if Necessary and Provide Direction to Staff if Required on Issues
Discussed at the Settlement Meetings
Action: Received report

***End of Consent Agenda***

AGENDA ITEMS
6. Receive an Update on the Summary Project Schedule for the Monterey Peninsula Water
Supply Project (MPWSP) and the Status of Pipeline Installation
Action: Received update
Chris Cook, California American Water, gave an update on the MPWSP and answered
Directors’ questions. On question, he said that the Coastal Commission requires slant wells to
be found infeasible before other methods are considered.
Public comment:
• David Armanasco stated that the subsurface requirement came from the State Water
Resources Control Board’s ocean water plan amendment.
• George Riley, Public Water Now, asked for examples of California American Water’s
value engineering suggestions and Mr. Cook provided examples.

7. Receive Update, Discuss, and Provide Staff Direction on the Deep Water Desal Project
Action: Received update; Discussed; Provided staff direction
Kim Adamson, DeepWater Desal, gave an update on the project and answered Directors’
questions. She stated that looking first at subsurface intake was made mandatory by the State
Water Resource Control Board (SWRCB)’s ocean desalination amendment in 2015, and was
previously a Coastal Commission preference. She said that it is a conflict for the SWRCB to
enforce the Sustainable Groundwater Management Act, and said that it is a problem that needs
to be looked at legislatively.
Public comment:
• Tom Rowley, Monterey Peninsula Taxpayers Assocation (MPTA), praised the project for
reducing risk by not putting all of the region’s water-related “eggs in one basket.”
• George Riley, Public Water Now, asked for clarification on how the schedule is affected
by the revenue stream, and the difference between memoranda of understanding
(MOUs) and of intent (MOIs). Ms. Adamson stated that there is a combination of MOUs
and MOIs, and clarified the financial standing of the project and its in-kind services.

8. Receive Report, Discuss, and Provide Staff Direction on Authority Work Plan for the Balance of FY
2017-2018 and for FY 2018-2019
Action: Received report; Discussed; Provided staff direction
President Kampe presented the draft table of work plan priorities. He said that at some point, should
water start flowing, there will probably be an interest in how the water gets allocated for future use by
the local communities. He said that he hopes the MPRWA will be involved in those discussions.
Legal Counsel Freeman provided an update on litigation timelines and said that the time could be
shortened significantly by meeting with other water agencies and going to the California Supreme Court.
On question, he said that in his opinion the MPRWA could have a big impact without excessive legal
costs by determining which individuals make the recommendations that affect slant wells and the Ocean
Plan, and have them come down and explain with the hydrologist. He said that Special Counsel

Monterey Peninsula Regional Water Authority

Director's Meeting Minutes - Thursday, May 10, 2018
2
 MPRWA Minutes Thursday, May 10, 2018

McGlothlin’s role going forward can be more limited and better focused so as to reduce expenditures.
Director Edelen said that dissolution of the Authority should be on the list of priorities. He said he was
surprised to see the list of tasks separated from the budget, and would prefer if the MPRWA could look
at what they can get done, with what costs, and tie it to the budget.

Public comment:
• Tom Rowley, MPTA, said that the MPTA advocates for all land use jurisdictions being part of the
Water Management District so they will be involved in allocating water to the citizens.

9. Receive Report on Budget Options, Discuss, Adopt Budget for FY 2018-2019, and Provide Staff
Guidance
Action: Received report; Discussed; Adopted budget; Provided staff guidance
President Kampe presented budget options as attached to the agenda report, as well as new figures
indicating no contributions from Monterey County due to a $36M budget shortfall.
Public comment:
• George Riley, Public Water Now, suggested a two-year approach to the budget linked to a wind-
down period, which he said could influence County to pay its share.
• Tom Rowley, MPTA, said that the input and efforts of the Authority have been politically
important at the state level and that when the MPRWA speaks, people listen.
• Gary Cursio, Coalition of Peninsula Businesses, said that the Coalition feels it would be a
tremendous mistake to reduce the funding of the MPRWA.
• Ian Oglesby said that the impact that MPRWA has cannot be recreated and he encouraged
finding a way to reduce the cost.

Directors discussed ways to cut the budget. They cited, on the one hand, concerns that if the Authority
cuts its budget too much, it won’t be able to operate as nimbly as is needed. On the other hand, they
discussed concerns that the Authority may not have full oversight over the legal workplan and
associated expenses brought by Special Counsel McGlothlin of Brownstein Hyatt Farber Schreck, LLP.
It was generally agreed that Monterey County should pay its part.

On a motion by Director Edelen, seconded by Director Roberson and carried by the following vote, the
Monterey Peninsula Regional Water Authority adopted a $200,000 budget, committed to agendize and
review the legal work program with its associated costs on a quarterly basis, and committed to pay a
rebate back to member Cities at the end of each budget year if costs are adequately controlled:
AYES: 6 DIRECTORS: Carbone, Dallas, Edelen, Roberson, Rubio, Kampe
NOES: 0 DIRECTORS: None
ABSENT: 0 DIRECTORS: None
ABSTAIN: 0 DIRECTORS: None
RECUSED: 0 DIRECTORS: None

ADJOURNMENT
President Kampe adjourned the meeting at 9:03 p.m. to the special meeting.

ATTEST:

Clementine Bonner Klein, Acting Clerk of the Authority MPRWA President

Monterey Peninsula Regional Water Authority

Director's Meeting Minutes - Thursday, May 10, 2018
3
 M I N U TE S
MONTEREY PENINSULA REGIONAL WATER AUTHORITY (MPRWA)
Special Meeting
7:00 PM, Thursday, May 10, 2018
FEW MEMORIAL HALL OF RECORDS
MONTEREY, CALIFORNIA

Directors Present: Carbone, Dallas, Edelen, Roberson, Rubio, Kampe

Directors Absent: None

Staff Present: Legal Counsel, Acting Clerk

CALL TO ORDER
President Kampe called the special meeting to order at 9:03 p.m.

AGENDA ITEMS
1. Authorize a filing with the CPUC in support of opening a Phase 3 of CPUC proceeding
A.12.04.019 for consideration of the expansion of the Pure Water Monterey project
Action: Not authorized
President Kampe introduced the item and answered Directors’ questions.

Public comment:
• George Riley, Public Water Now, urged MPRWA to authorize the filing, which he said
would avoid a hurdle that could stop the water supply.
• Jody Hansen, Monterey Peninsula Chamber of Commerce, expressed concern about
the filing being a duplicate effort and warned about unintended consequences of
another filing with the CPUC at this time.
• Tom Rowley, Monterey Peninsula Taxpayers Association, said that the true costs were
not substantially explained and said honest data and true figures are needed.
• Gary Cursio, Coalition of Peninsula Businesses, read aloud a letter from John Narigi
discouraging the MPRWA from joining the filing.

Directors cited concerns about the decision as a last-minute proposal, and stated that filing
could be superfluous and possibly counterproductive.

It was moved by Director Roberson to join the petition. The motion died for lack of a second.

ADJOURNMENT
President Kampe adjourned the special meeting at 9:34 p.m.

ATTEST:

Clementine Bonner Klein, Acting Clerk of the Authority MPRWA President

Monterey Peninsula Regional Water Authority Date: 14 June 2018
Agenda Report Item No: 2

FROM: Executive Director Cullem

SUBJECT: Approve and File Authority Checks Through May 31, 2018

RECOMMENDATION:

It is recommended that the Authority approve and file the payments invoiced as of May
31, 2018.

DISCUSSION:

At its meeting on September 12, 2013, the Authority Board approved a staff
recommendation to provide the Directors a listing of financial obligations since the last
report for inspection and confirmation. Each invoiced expense has been reviewed and
approved by the Executive Director and Finance personnel, as well as by the Water
Authority Treasurer and/or President as appropriate, prior to payment to insure that it
conforms to the approved budget.
The following checks are hereby submitted to the Authority for inspection and
confirmation: The checks going for approval are:

• $1755.00 - to Cullem Management Services, LLC- Invoice of May 31, 2018

• $2500.00- to Perry and Freeman for Legal Counsel through June 30, 2018

The bank balance as of 31 May 2018 is sufficient to cover the above checks, therefore
staff is recommending approval.

BUDGET UPDATE:
None
ATTACHMENTS:
None
Monterey Peninsula Regional Water Authority Date: June 14, 2018
Agenda Report Item No: 3

FROM: Executive Director Cullem

SUBJECT: Adopt Resolution 2018-05 Amending the Approved FY 2018-2019

Contracts to Adjust for the Budget Adopted on May 10, 2018

RECOMMENDATION:

It is recommended that the Authority adopt Resolution 2018-ZZ making changes to the
previously adopted FY 2018-2019 contracts for the Executive Director, the Authority
Counsel, and the City of Monterey.

DISCUSSION:
The Monterey Peninsula Regional Water Authority (MPRWA) approved contracts with
the Executive Director by Resolution 2018-02, the Authority Counsel by Resolution
2018-03, and the City of Monterey by Resolution 2018-04 at its meeting of April 12,
2018.

The not-to-exceed contract amounts were based on a preliminary budget of $290,000

for FY 2018-2019. On May 7, 2018, the Authority received official notice from Monterey
County that it would be unable to make its fair-share contribution of $88,160 for FY
2018-2019. In light of that reduced funding, the Water Authority adopted a revised FY
2018-2019 budget of $200,000 at its meeting of May 10, 2018.

The reduced budget necessitates downward revisions to the not-to-exceed amounts in

all three contracts, in addition to revisions to the Authority Counsel contract as follows:
1. For the Executive Director contract, a not-to-exceed amount of $60,000
2. For the Authority Counsel contract, replacement of the monthly retainer with an
hourly rate of $350 per hour not-to-exceed $18,000
3. For the City of Monterey, a contract amount of $17,000 for the Office of the
Authority and Clerk of the Authority Services

ATTACHMENTS:
A- Resolution 2018-05
 MPRWA RESOLUTION NO. 2018-05

A RESOLUTION OF THE MONTEREY PENINSULA REGIONAL WATER AUTHORITY

MODIFYING CONTRACTS WITH THE EXECUTIVE DIRECTOR, THE AUTHORITY
COUNSEL, AND THE CITY OF MONTEREY TO CHANGE THE NOT-TO-EXCEED
AMOUNTS AND COUNSEL HOURLY RATES

WHEREAS, the Monterey Peninsula Regional Water Authority (MPRWA) approved

contracts with the Executive Director by Resolution 2018-02, the Authority Counsel by
Resolution 2018-03, and the City of Monterey by Resolution 2018-04 at its meeting of April 12,
2018;

WHEREAS, the not-to-exceed contract amounts were based on a preliminary budget of

$290,000 for FY 2018-2019;

WHEREAS, on May 7, 2018, the Authority received official notice from Monterey
County that it would be unable to make its fair-share contribution of $88,160 for FY 2018-2019;

WHEREAS, in light of reduced funding, the Water Authority adopted a revised FY 2018-
2019 budget of $200,000 at its meeting of May 10, 2018;

WHEREAS, the reduced budget necessitates downward revisions to the not-to-exceed

amounts in all three contracts, in addition to revisions to the Authority Counsel contract as noted
herein;

NOW, THEREFORE, BE IT RESOLVED, that the President of MPRWA is hereby

authorized to execute on behalf of MPRWA contract revisions as follows:
1. For the Executive Director contract, a not-to-exceed amount of $60,000
2. For the Authority Counsel contract, replacement of the monthly retainer with an
hourly rate of $350 per hour not-to-exceed $18,000
3. For the City of Monterey, a contract amount of $17,000 for the Office of the
Authority and Clerk of the Authority Services

PASSED AND ADOPTED BY THE MONTEREY PENINSULA REGIONAL WATER

AUTHORITY this ____day of ____ 20____, by the following vote:

AYES: 0 DIRECTORS:
NOES: 0 DIRECTORS:
ABSENT: 0 DIRECTORS:
ABSTAIN: 0 DIRECTORS:

APPROVED:
ATTEST:

Bill Kampe, President

Clerk to the Authority

Monterey Peninsula Regional Water Authority Date: June 14, 2018
Agenda Report Item No: 5

FROM: Executive Director Cullem

SUBJECT: Receive Report from the General Manager of the MPWMD on Status of
Water Supply and Compliance with CDO 2016-60

RECOMMENDATION:

It is recommended that the Water Authority Board receive a report from the General
Manager of the Monterey Peninsula Water Management District (MPWMD) on the
status of compliance with CDO 2016-60 as well as other water supply issues of
importance.

DISCUSSION:

We are currently dealing with a number of significant near-term water supply issues,
not the least of which is compliance with CDO 2016-60. The most current information
can be provided by the MPWMD and Dave Stoldt, its General Manager, has agreed to
give the Water Authority Board an update at the June 14, 2018 board meeting.

ATTACHMENTS:

None

№06/12
Monterey Peninsula Regional Water Authority Date: 14 June 2018
Agenda Report Item No: 5

FROM: Executive Director Cullem

SUBJECT: Receive an Update on the Status of the Cal Am Monterey Peninsula

Water Supply Project (MPWSP)

RECOMMENDATION:

It is recommended that the Water Authority Board receive an update from Cal Am on
the MPWSP.

DISCUSSION:

Cal Am's most recent "Summary" Monterey Peninsula Water Supply Project (MPWSP)
schedule was presented at the June 4 Water Authority meeting.

Rich Svindland, President of Cal Am has agreed to give the Water Authority Board a
detailed update on the status of the MPWSP at the June 14 board meeting.

Note that regular updates on the MPWSP are available at Cal Am's project web site:
www.watersupplyproject.org .

ATTACHMENTS:

None

№06/12
Monterey Peninsula Regional Water Authority Date: 14 Jun 2018
Agenda Report Item No: 6

FROM: Executive Director Cullem

SUBJECT: Receive Report, Discuss, and Provide Staff Direction on Future Technical
Advice for the Authority

RECOMMENDATION:

It is recommended that the Water Authority receive a report from the Executive Director
on options for obtaining technical advice in the future, and provide staff direction.

DISCUSSION:

On May 7, 2018, the Water Authority received a letter from Monterey County advising
that, due to a $36 million budget deficit, it would be unable to make its $88,160 fair-
share contribution to the Water Authority for FY 2018-2019.

Accordingly, at its meeting of May 10, the Water Authority Board adopted a reduced
budget of $200,000. In addition to reductions in those line items that are partially
discretionary, the smaller budget will not support a TAC in the new fiscal year, as noted
on the attachment A to the budget item considered by the Board on May 10. This is in
large part due to the need to reduce the Clerk Services contract with the City of
Monterey, saving $12,000 per year by reducing the number of scheduled TAC/Board
meetings from 24 to 12.

Accordingly, at theTAC meeting on June 4, the Executive Director advised that the TAC
would sunset at the end of the current fiscal year. However, following discussion, there
was a consensus by the TAC to recommend to the Board that the TAC remain a
standing committee meeting only upon request of the Board or the chair (Executive
Director), with funding and administrative requirements identified at that time.

Another option is to move forward with the dissolution of the TAC as currently
configured and form "ad hoc" technical advisory committees to address issues as they
arise in the future.

FISCAL CONSIDERATIONS:

The approved FY 2018-2019 Water Authority budget does not contain sufficient funds to
support the monthly meeting of the TAC after 30 June 2018, but "as-needed" or "ad-
hoc" might be able to be accommodated with resources and funding addressed at the
time.

№06/12
ATTACHMENTS:
None
Monterey Peninsula Regional Water Authority Date: June 14, 2018
Agenda Report Item No: 7

FROM: Executive Director Cullem

SUBJECT: Receive Report, Discuss, and Provide Staff Direction on Scope of Future
Work for the Authority Special Counsel, Adopt Resolution 2018-YY,
Approve Brownstein Hyatt Farber Schreck as Special Legal Counsel
through June 30, 2019, and Authorize the Authority President to Execute a
Contract Extension at a Price Not-to-Exceed $70,000

RECOMMENDATION:

It is recommended that the Monterey Peninsula Regional Water Authority (MPRWA)

discuss the scope of future work for the Special Counsel, adopt Resolution 2018-YY
approving Brownstein Hyatt Farber Schreck, LLP (Brownstein) as Special Legal
Counsel for the period July 1, 2018 through June 30, 2019 and authorize the Authority
President to extend a contract with Brownstein at the proposed hourly rates and a total
contract price not-to-exceed $70,000.

DISCUSSION:

In March 2012, The Authority negotiated an agreement for Attorney of Record services
with Brownstein. The firm provided special expertise in water law, at a reduced rate, in
support of Water Authority formation and activities.

For reasons outlined in the staff report on the subject at the Water Authority meeting in
November 13, 2015, the Authority extended the Brownstein agreement to June 30,
2017 and approved preparation of a contract accordingly.

Special Counsel involvement is needed on short notice in response to actions by others

who are participating in the Cal Am application process. Other than those tasks that
specifically require an attorney (eg: motions, briefs and hearings with the CPUC and
SWRCB), the Special Counsel is also involved with settling party conference calls,
review of Authority correspondence with state officials, and review of the DEIR.

Costs for Special Counsel services in 2017-2018 greatly exceeded the initial budget due
to new requirements from the CPUC concerning Pure Water Monterey extension
opportunities as well as extensive efforts, led by the MPRWA, to obtain a settlement
agreement precluding costly and time consuming litigation over the Cal Am desal
facility.

№06/12
The upcoming CPUC process, in particular hearings related to the EIR/EIS and
issuance of Cal Am's Certificate of Public Convenience and Necessity(CPCN), as well
as possible continued efforts on the Settlement Agreements could require substantial
specialized legal work in 2018 and 2019.

The Water Authority Board has requested a quarterly preview of the tasks in order to
insure that counsel is utilized where appropriate and not tasked with work that can be
completed by staff or by less costly resources. Staff will follow that process during FY
2018-2019.

At attachment A is a paraphrase of Russ McGlothlin's e-mails identifying what tasks he

could need to address in the first quarter of 2018-2019 (Q3 2018) and related costs.

To insure continuity in Special Legal Counsel services, the Executive Director

recommends the Authority extend the contract ( Attachment B) with Brownstein through
June 30, 2019 and adopt Resolution 2018-06.

BUDGET CONSIDERATIONS:

Funds are expected to be sufficient for these legal services in the coming fiscal year as
addressed in the approved FY 2018-2019 budget, provided there are reduced
expenditures for Special Counsel later in the year should the worst case materialize in
Q3.

ATTACHMENTS:

A- Brownstein Estimates of Work and Expenses Q3 2018

B- Contract with Brownstein
C- Resolution 2018-06
 ATTACHMENT A

Paraphrase of Brownstein Estimates of Work and Expenses - Q3 2018

If things stay as they presently are (no action on CPCN, no further settlement
discussions, no action on any of the pending motions in A.12.04.019), I see little
monthly expense; maybe $1-3K (2-7 hours) for minor issues/paying attention. If things
heat up, my efforts and expenses would increase accordingly. The following are
subjects (and budgets) that I think could arise in Q3 2018:
• Review and comment on a proposed decision concerning the desalination
project and related activities ($5-$10k);
• Participation in efforts to obtain an amendment of the CDO concerning the
addition of parallel milestones for the PWM expansion project ($2-6K);
• Further settlement activities concerning disputes pertaining to the desalination
project (effectively nothing occurring at present, but could be revisited as other
developments occur) $3-5K (unless in-person meetings occurred, which could
be more)
• Response to CPUC activity on any of the numerous pending motions ($3-$5K)
• Regular background activities ($1-3K)
• Oral arguments at the CPUC prior to the proposed decision ($5K-$10K –
depending on preparation and length)
• Potential all-party meeting before commissioners and/or ex parte meetings if the
ban on ex parte meetings were lifted pursuant to Marina’s motion (attached)
($4K-$8K).

The total for the first 5 items would be approximately $11K-$29K. The last 2 bullets,
which have a higher probability than the first 5, could require $9K -$18K. So the revised
Q3 budget would be $20K-$47K if all of these subjects developed and required our
participation. Since it is unlikely that all will develop, the lower and upper projections
would likely be lower.

As previously noted, there is considerable uncertainty as to the timing and substance of

next steps/developments. Therefore, if something more material arises, we may need to
revisit this budget. Of course, I will bring that to you for consideration before we take
action on material/unanticipated expenses outside of this budget.
 AGREEMENT FOR LEGAL SERVICES

THIS AGREEMENT, made and entered into this ___ day of _____________, 2018, by and
between the MONTEREY PENINSULA REGIONAL WATER AUTHORITY, hereinafter
“MPRWA”, and the LAW OFFICES of BROWNSTEIN HYATT FARBER SCHRECK, LLP,
hereinafter referred to as "Attorney", both of which understand as follows:

A. Term: The term of this Agreement shall be for one (1) year commencing July 1,
2018, and shall terminate on June 30, 2019, unless terminated pursuant to paragraph G of this
Agreement.

B. Compensation. Attorney will provide legal services to MPRWA at no more than

$450/hour for partners and no more than $300/hour for associates, for an approximate average rate
of no more than $380.00 per hour, unless special services are required and are pre-approved with the
MPRWA’s Executive Director.

C. Billing and Reimbursement of Costs. An accounting of services and hours will be

provided to MPRWA on a monthly basis. Attorney shall be reimbursed for actual out-of-pocket
expenses and costs advanced or paid on behalf of the MPRWA, including court reporter fees and
charges, court costs, and costs of outside investigators or experts pertaining to MPRWA litigation.
Travel to conduct MPRWA related business expenses shall be billed as actual out-of-pocket costs
unless otherwise negotiated. There will be no charge for actual travel time.

D. Budget. Attorney will not accrue costs for legal services in excess of $70,000
between July 1, 2018 and June 30, 2019 without prior approval of the Authority’s Executive
Director.

E. Ordinary Services. Legal advice and legal opinions to MPRWA as outlined in the
Amendment to Agreement for Legal Services dated December 5, 2013 and Brownstein Hyatt Farber
Schreck, LLP Standard Terms and Conditions.

F. Miscellaneous. MPRWA recognizes that Attorney is a private law practice currently

located in Santa Barbara, California, and will retain that office as its principal place of business. In
addition, MPRWA recognizes Attorney also represents and advises other public entities upon
request. Attorney will submit conflict waivers to MPRWA whenever such potential arise during the
term of this contract.

G. Termination. Either party may terminate this Agreement without cause by providing
written notice to the other party in the manner set forth in item H of this Agreement at least 30 days
prior to the effective date of termination.

H. Notices. All notices herein provided to be given, or which may be given by either
party to the other, shall be considered fully received when made in writing and deposited in the
United States mail, certified and postage prepaid, and addressed to the respective parties as follows:
MPRWA: ATTORNEY:

President, Board of Directors Russell M. McGlothlin

Monterey Peninsula Regional BROWNSTEIN HYATT FARBER SCHRECK, LLP
Water Authority 21 East Carrillo Street
580 Pacific Street Santa Barbara, CA 93101
Monterey, CA 93940

I. Immunity. As an authorized representative of MPRWA, Attorney shall be recognized

as having rights to any immunity MPRWA is entitled to. In no event shall any duties contained in
this Agreement, or otherwise herein, negate any legal protections or immunities available to the
parties under local, state or federal law.

IN WITNESS WHEREOF, MPRWA has caused this agreement to be signed and executed on
its behalf by its President, and duly attested by its Clerk; and the Attorney has signed and executed
this agreement in duplicate originals the day and year first herein above written.

MPRWA:

____________________________
Bill Kampe, President

ATTORNEY:
ATTEST:

_____________________ _________________________
Russell M. McGlothlin Clerk of the Board
 MPRWA RESOLUTION NO. 2018-06

A RESOLUTION OF THE MONTEREY PENINSULA REGIONAL WATER AUTHORITY

ACKNOWLEDGING Brownstein Hyatt Farber Schreck LLP AS SPECIAL COUNSEL OF
RECORD FOR THE MONTEREY PENINSULA REGIONAL WATER AUTHORITY,
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A CONSENT AND
WAIVER OF CONFLICT OF INTEREST, AND AUTHORIZING THE PRESIDENT TO
EXECUTE AN AGREEMENT WITH BROWNSTEIN FOR LEGAL SERVICES

WHEREAS, Brownstein Hyatt Farber Schreck LLP (Brownstein) has been requested
to represent the Monterey Peninsula Regional Water Authority (MPRWA) as Special Counsel;

WHEREAS, Brownstein is currently acting as Special Counsel for the City of Carmel-
by-the-Sea and the City of Seaside and provides legal services to The Grower Shipper
Association, The Seaside Basin Watermaster, and the Monterey Groundwater Basin
Sustainability Agency;

WHEREAS, Brownstein and MPRWA recognize the potential conflict of interest which
may arise as a result of Brownstein’s legal representation of MPRWA, the City of Carmel-by-
the-Sea, the City of Seaside, The Grower Shipper Association, The Seaside Basin Watermaster,
and the Monterey Groundwater Basin Sustainability Agency;

WHEREAS, MPRWA wishes to acknowledge Brownstein as Special Counsel for

MPRWA;

WHEREAS, the President of MPRWA and members of the MPRWA Board of Directors
have reviewed a letter from Brownstein indicating that Brownstein does not believe that its legal
services for the Monterey Peninsula Regional Water Authority will have any impact on its full
and effective representation of each party, and does not believe it has knowledge of any
confidential information from any party which would be material or relevant to its representation
of MPRWA, the City of Carmel-by-the-Sea, the City of Seaside, the Grower Shipper
Association, the Seaside Basin Watermaster, and the Monterey Groundwater Basin Sustainability
Agency;

WHEREAS, Brownstein recognizes that by concurrently representing the MPRWA, the

City of Carmel-by-the-Sea, the City of Seaside, the Grower Shipper Association, the Seaside
Basin Watermaster, and the Monterey Groundwater Basin Sustainability Agency; an issue of
divided loyalty, such as in litigation, could possibly arise at some future date, and that at that
time it could be necessary for it to make full disclosure to all parties, could be subject to
disqualification from representing any party, and at such time it would be necessary for each
party to seek independent legal counsel;

WHEREAS, the City of Carmel-by-the-Sea and the City of Seaside have passed their
respective Resolutions and their respective representatives have executed the Consent and
Waiver of Conflict of Interest;
 WHEREAS, the President and Board of Directors have reviewed this request with
independent legal counsel;

WHEREAS, according to Rule 3-310 of the California Rules of Professional Conduct

applicable to California lawyers which requires informed written consent of all represented
parties because of concurrent representation, MPRWA recognizes that Brownstein is the Special
Counsel for the City of Carmel-by-the-Sea, and for the City of Seaside and provides legal
services to the Grower Shipper Association, the Seaside Basin Watermaster, and the Monterey
Groundwater Basin Sustainability Agency; and

WHEREAS Board of Directors wishes to authorize the Executive Director to execute a

Consent and Waiver of Conflict of Interest, and hereby acknowledges Brownstein as Special
Counsel for the Monterey Peninsula Regional Water Authority.

NOW, THEREFORE, BE IT RESOLVED, that the Executive Director of MPRWA is

hereby authorized to execute on behalf of MPRWA a Consent and Waiver of Conflict of Interest
thereby acknowledging Brownstein as Special Counsel for the Monterey Peninsula Regional
Water Authority.

NOW, THEREFORE, BE IT FURTHER RESOLVED, that the President of MPRWA is

hereby authorized to execute on behalf of MPRWA an agreement with Brownstein for Special
Counsel services for the Monterey Peninsula Regional Water Authority through June 30, 2019,
at a fee not-to-exceed $70,000.00.

PASSED AND ADOPTED BY THE MONTEREY PENINSULA REGIONAL WATER

AUTHORITY this ____day of ____ 20____, by the following vote:

AYES: 0 DIRECTORS:
NOES: 0 DIRECTORS:
ABSENT: 0 DIRECTORS:
ABSTAIN: 0 DIRECTORS:

APPROVED:

ATTEST:

Bill Kampe, President

Clerk to the Authority

Monterey Peninsula Regional Water Authority Date: June 14, 2018
Agenda Report Item No: 8

FROM: Executive Director Cullem

SUBJECT: Discuss Election of Water Authority Board Officers for FY 2018-2019

RECOMMENDATION:

It is recommended that the Authority discuss the election of the Board officers for FY
2018-2019 at its meeting of June 14, 2018.

DISCUSSION:
Section 6 of the Joint Exercise of Powers Agreement (JPA) addresses election of
Directors by respective City Council vote. Article 3 (at attachment A) of the adopted
bylaws addresses how to fill vacancies and the election of officers by Board vote. Since
officer selection is to take place the first meeting of each fiscal year, the Board will need
to vote on its officers on July 12.

Note that there is no restriction on conducting subsequent votes on officers if the Board
so desires.

With the expected departures of several of the Directors in the new year, the Board may
want to discuss how best to address that loss without risking Water Authority continuity
in dealing with outside agencies.

In addition, the adopted Water Authority Financial Policy requires the signature of the
President (or Vice President), and Treasurer for expenditures at or above $5000. Timing
of officer installation needs to consider check processing by authorized signatories at
Wells Fargo Bank.

ATTACHMENTS:
A- Extract from the Bylaws
I ~ vm. Adjournment

2.2.2 Action by the Board. All resolutions of the Board shall be in writing,
signed by the President and attested to by the Secretary. All other actions of the Board shall be
by motion recorded in written minutes.

2.2.3 Rule of Order. All rules of order not otherwise provided for shall be
determined, to the extent practicable, in accordance with "Rosenberg' s Rules of Order;"
provided, however, that no action of the Board shall be invalidated or its legality otherwise
affected by the failure or omission to observe or follow "Rosenberg's Rules of Order."

ARTICLE3
OFFICERS

3. l Officers. The Officers of the Authority are the President, Vice-President,

Secretary and Treasurer, as provided for in Article 6 of the Agreement. All Directors are eligible
to serve as an Officer. The President, the Vice President, and the Secretary must be Directors.
The Treasurer shall be appointed consistent with the provisions of Section 12.3 of the
Agreement, and may, but need not, be a Director. The Treasurer shall serve at the pleasure of the
Board, subject to an employment contractt if any, with the Authority.

3.2 Election of Officers. At the first meeting of the Board of each fiscal year,
nominations for the Officers will be made and seconded by a Director. If more than two (2)
Directors are nominated for any one office, balloting occurs until a nominee receives a majority
of the votes cast; provided that after the first ballot the nominee receiving the fewest votes will
be dropped from the balloting. The initial term of the elected Officers shall run from the date of
their election to office until June 30, 2013. Thereafter, each Officer shall serve a term of one (1)
year. An Officer may succeed himself/herself and may serve any number of consecutive or non-
consecutive terms.

3.3 Removal of Elected Officers. An Officer may be removed, with or without cause,
by a majority vote of the Board at a regular or special meeting.

3.4 Vacancies. Any vacancy in the offices because of death, resignation, removal,
disqualification, or any other cause will be filled for the balance of the vacated term in the
manner prescribed in these Bylaws for regular appointments to that office; provided, however,
that such vacancies may be filled at any regular or special meeting of the Board.

3.5 Resignation of Officers. Any Officer may resign at any time by giving written
notice to the Executive Director or Secretary. Any resignation takes effect at the date of the
receipt of that notice or at any later time specified in that notice. Unless otherwise specified in
that notice, the acceptance of the resignation is not necessary to make it effective.