CC 2017-03-14_12a SGMA Compliance Options
MEMORANDUM
TO: CITY COUNCIL
FROM: GEOFF ENGLISH, PUBLIC WORKS DIRECTOR
TERESA MCCLISH, COMMUNITY DEVELOPMENT DIRECTOR
SUBJECT: CONSIDERATION OF OPTIONS FOR COMPLIANCE WITH THE
SUSTAINABLE GROUNDWATER MANAGEMENT ACT OF 2014
DATE: MARCH 14, 2017
RECOMMENDATION:
It is recommended that the City Council schedule a Public Hearing to form a
Groundwater Sustainability Agency (GSA) over the non-adjudicated portion of the Santa
Maria Groundwater Basin within the Arroyo Grande City limits and to work with the other
GSAs formed in the fringe areas of the Santa Maria Groundwater Basin to prepare a
Memorandum of Agreement to manage the subject groundwater basin in compliance
with the Sustainable Groundwater Management Act of 2014 (SGMA).
IMPACT ON FINANCIAL AND PERSONNEL RESOURCES:
The financial impacts of complying with SGMA are largely unknown at this this time. It
can be assumed that there is a potential for substantial financial impacts for any and all
of the options for compliance with this mandate. The County of San Luis Obispo Public
Works Department in a report to the Board of Supervisors on March 7, 2017, estimated
that the non-County funded expenses for phase I, the formation of the GSA and phase
II, the development of a Groundwater Sustainability Plan (GSP) to be approximately
$2,317,615.
The phase I and II expenditures would essentially entail the “start-up costs” for the
SGMA compliant agency. Under one potential financing scenario, the simple allocation
of these costs based on area, it could be postulated that cost for the start-up portion to
the City of Arroyo Grande would be approximately $122,900. This estimated amount is
based on the fact that the portion of the non-adjudicated portion of the total Santa Maria
Groundwater Basin within the Arroyo Grande City limits is approximately 5.3% of the
total area of the subject basin. (See the map on Attachment 1) Phase I and II would
be a one-time start-up expense.
Following the initial phases, the County Public Works Department is also estimating
annual operational expenses of approximately $250,000 per year. The estimated
proportional cost for the Arroyo Grande GSA would be approximately $13,250 per year.
Item 12.a. - Page 1
CITY COUNCIL
CONSIDERATION OF OPTIONS FOR COMPLIANCE WITH THE SUSTAINABLE
GROUNDWATER MANAGMENT ACT OF 2014
MARCH 14, 2017
PAGE 2
These estimates are largely hypothetical at this time and a more accurate cost impact
can only be determined when the governance model is established and a GSP is
prepared that delineates the annual operation and administrative requirements. Any
expenditures for a City run GSA would also require additional City fees and charges
because this in not currently a budgeted expense. Options for funding the GSA will
need to be evaluated based on the yet to be determined expenses. Should the Council
direct staff to schedule a public hearing to consider the issue, recommendations for
future funding mechanisms will be brought forward at that time.
BACKGROUND:
The Sustainable Groundwater Management Act of 2014 was signed by the Governor in
September 2014 and became law on January 1, 2015 and amended by SB13 effective
January 1, 2016. The law requires thatidentified medium and high priority groundwater
basins within the State of California be managed by one or more GSA’s on or before
June 30, 2017 or the basin may be subject to regulation by the DWR. Each GSA will
need to develop a Groundwater Sustainability Plan (GSP) by January 31, 2022.
Groundwater basins may have single or multiple GSA’s and single or multiple GSP’s.
To assist counties and cities and other governmental agencies in the effort to comply
with SGMA, the State of California funded the preparation of a guidance document
entitled Know Your Options: A Guide to Forming Groundwater Sustainability Agencies.
(Attachment 5) As outlined in this guidance document, SGMA assigns the responsibility
for the formation of a GSA, in the absence of any independent GSA’s, to the County
agency.
As a result, the County of San Luis Obispo Department of Public Works has been
actively engaging cities, community services districts, water purveyors, agricultural
interests and all other stakeholders in an outreach effort to communicate the
requirements of SGMA. The outreach effort included a Stakeholder Forums on
September 14, 2016 and March 8, 2017. Landowners, agricultural interests and
municipal agency representatives attended and provided comments that were included
in findings and recommendations to the County of San Luis Obispo.
Based on the findings and recommendations of this outreach effort, the County of San
Luis Obispo is moving forward with the formation of a GSA for the non-adjudicated
portion of the Santa Maria Groundwater Basin. Three governance models for the
management of the fringe areas of the Santa Maria Groundwater Basin have been
presented to the affected public agencies by the County of San Luis Obispo.
(Attachment 3) The City of Arroyo Grande or any other affected governmental agency
must inform the County of San Luis Obispo of their intent to allow the County to manage
areas of the GSA within their jurisdiction or to form independent GSAs that would work
cooperatively with the County’s GSA.
Item 12.a. - Page 2
CITY COUNCIL
CONSIDERATION OF OPTIONS FOR COMPLIANCE WITH THE SUSTAINABLE
GROUNDWATER MANAGMENT ACT OF 2014
MARCH 14, 2017
PAGE 3
On Monday, February 27, 2017, City staff met with Arroyo Grande property owners or
their representatives who have private wells that may be affected by SGMA. The five
(5) property owners represented five (5) of the seven (7) private wells within the City’s
boundaries that may be affected by SGMA.
ANALYSIS OF ISSUES:
The Santa Maria Groundwater basin is one of six groundwater basins in San Luis
Obispo County that is considered medium or high priority by the California Department
of Water Resources (DWR). The vast majority of the Santa Maria Groundwater Basin
is largely exempt from SGMA because it is already managed by the Santa Maria
Groundwater Litigation Judgment, however there are several “fringe areas” of the Santa
Maria Groundwater Basin shown in the attached map, that are not covered by the
adjudication. The Arroyo Grande city limits overlies both the adjudicated and non-
adjudicated (i.e. fringe area) portions of the Santa Maria Groundwater Basin. The non-
adjudicated portion is subject to SGMA. (Attachment 2)
The City is a “local agency” as that term is defined by SGMA, and as such is authorized
to form a GSA to manage groundwater resources in the fringe area and within its
jurisdictional boundaries in accordance with SGMA and other applicable laws and
authorities. SGMA provides expansive groundwater management powers and
authorities to GSAs.
A GSA may adopt rules, regulations and ordinances.
A GSA may conduct investigations to:
Determine the need for groundwater management
Prepare and adopt a GSP
Propose and update fees
Monitor compliance and enforcement
A GSA may require:
Registration of groundwater extraction facilities
Measurement of groundwater extractions according to a GSP using a GSA-
approved measuring device
An owner or operator of extraction facilities to bear the cost for purchase and
installation of an approved measuring device
Submission of an annual statement of total extractions
A GSA may regulate groundwater extraction by:
Imposing spacing requirements on new groundwater well construction and
imposing operating regulations on existing wells to minimize well interference
Limiting or suspending:
o extractions from individual groundwater wells
o construction of new groundwater wells
o enlargement of existinggroundwater wells
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CITY COUNCIL
CONSIDERATION OF OPTIONS FOR COMPLIANCE WITH THE SUSTAINABLE
GROUNDWATER MANAGMENT ACT OF 2014
MARCH 14, 2017
PAGE 4
o reactivation of abandoned wells
o otherwiseestablishing extraction allocations
Authorizing the temporary or permanent transfer of allocations
A GSA may impose "permit fees" and "fees on groundwater extraction or
otherregulated activity" to fund its groundwater sustainability program.
A GSA may impose (fixed and/or volumetric) fees on groundwater extraction
tofund groundwater management activities.
Fees must be adopted in accordance with Section 6 of Article XIIID of the
California Constitution (Proposition 218).
Groundwater extractions in excess of the amount authorized by a GSA
aresubject to a civil penalty not to exceed five hundred dollars ($500) per acre-
footin excess of the authorized amount.
Additionally, a violation of any rule, regulation or ordinance generates liability for
acivil penalty not to exceed one thousand dollars ($1,000) plus one
hundreddollars ($100) for each additional day the violation continues beyond 30
daysfrom the date of notice.
Civil penalties may be imposed judicially or administratively.
The decision by cities or community services districts (CSD) to form an independent
GSA or to allow the County of San Luis Obispo to assume that responsibility over their
jurisdictional boundaries is influenced by the unique circumstance of each agency. The
following San Luis Obispo County cities and CSDs overlying groundwater basins
subject to SGMA have chosen to form GSAs over their jurisdictional boundaries:
City of San Luis Obispo
City of Paso Robles
City of Atascadero
Templeton Community Services District
The other two public agencies listed below overlying portions of the non-adjudicated
fringe areas of the Santa Maria Groundwater Basin subject to SGMA have not yet
formally chosen to form GSAs, but have instead indicated that they will recommend
deferring oversight to the County of San Luis Obispo:
City of Pismo Beach
Nipomo Community Services District
Based on the review of the potential impacts of SGMA and the resulting operation
and administrative impacts of the GSA formed to manage the basin, the following
three (3) concerns have surfaced:
1. Potential limitations on groundwater extractions that the GSA could enforce
should groundwater management protection measures dictate. Without
having a “seat at the table” through an independent GSA, these extraction
limitations could be enforced without City participation. The City has water
rights to one of the private wells located within the basin boundary.
Item 12.a. - Page 4
CITY COUNCIL
CONSIDERATION OF OPTIONS FOR COMPLIANCE WITH THE SUSTAINABLE
GROUNDWATER MANAGMENT ACT OF 2014
MARCH 14, 2017
PAGE 5
2. All future General Plan Amendment changes would require a determination of
an adequate water supply by the GSA. SGMA specifically addresses the fact
that it does not impact a City’s land use authority, however any adverse
reports provided by the GSA would need to be addressed through the CEQA
process.
3. GSAs will have the authority to impose fees on groundwater extractions.
GSAs will also have the ability to levy and collect taxes, assessments and
charges as already provided by law. Without a separate GSA, the City may
have limited control over limiting or impacting fees and charges to Arroyo
Grande property owners affected by SGMA.
The three (3) concerns expressed above may be mitigated to some extent through a
Memorandum of Agreement (MOA) between the City of Arroyo Grande and the GSA
(County), however there is not a governance model that would provide the City with
voting participation unless the City formed a separate GSA. In addition, the County
envisions the inclusion of an advising committee, which could be composed of the
entities that opt not to create their own GSA, as well as other stakeholders. However,
while service on an advisory committee would allow for some input into GSA
decisions, it also would not provide the City with a vote.
As a result, it is recommended that the Cityhold a required public hearing to form a
GSA that would work cooperatively through an MOA, with the other GSAs that have
formed or will be formed in the basin to prepare and implement one or more GSPs by
January 2022 as required by SGMA. The chart below prepared by the County of San
Luis Obispo would serve as a draft governance model for the SGMA compliant
management of the non-adjudicated portion of the Santa Maria Groundwater Basin.
Item 12.a. - Page 5
CITY COUNCIL
CONSIDERATION OF OPTIONS FOR COMPLIANCE WITH THE SUSTAINABLE
GROUNDWATER MANAGMENT ACT OF 2014
MARCH 14, 2017
PAGE 6
Staff believes that it is prudent that the City form this GSA because SGMA grants
GSAs substantial additional powers and authorities to ensure sustainable ground
water management. Acting as the GSA within the City’s jurisdictional boundaries will,
among other things, confirm the City’s role as the local groundwater management
agency, ensure access to the authority allowed a local entity under SGMA, and
preserve access to grant funding or other opportunities that may be available to
GSAs.
ALTERNATIVES:
The following alternatives are provided for the Council’s consideration:
1. Approve staff’s recommendation and schedule a public hearing for the formation
of a Groundwater Sustainability Agency (GSA) over the non-adjudicated portion
of the Santa Maria Groundwater Basin within the Arroyo Grande City limits and
work with the other GSAs formed in the fringe areas of the Santa Maria
Groundwater Basin to prepare a Memorandum of Agreement to manage the
subject groundwater basin in compliance with the Sustainable Groundwater
Management Act of 2014 (SGMA).
2. Direct staff to negotiate an MOA with the County in an effort to mitigate the three
(3) concerns addressed in the report above and to designate County of San Luis
Obispo as the GSA for the non-adjudicated portion of the Santa Maria
Groundwater Basin within the Arroyo Grande City limits.
3. Direct staff to prepare a Resolution for consideration that would designate the
County of San Luis Obispo as the GSA for the non-adjudicated portion of the
Santa Maria Groundwater Basin within the Arroyo Grande City limits. A copy of a
draft Resolution between the County and the City of Pismo Beach is attached.
(Attachment 4)
4. Take no action. By default, the County of San Luis Obispo would form a GSA
that includes the non-adjudicated portion of the Santa Maria Groundwater Basin
within the Arroyo Grande City limits. Under this scenario, there would not be any
specific protections being afforded to the City.
ADVANTAGES:
Formation of an independent GSA will allow the City to have a “seat at the table” to
have direct affect and influence on all of the powers afforded to GSAs under SGMA.
Forming a GSA for the non-adjudicated portion of the Santa Maria Groundwater Basin
within the Arroyo Grande City limits will provide the City with more control over potential
imposition of fees, taxes and assessments within the City limits. Additionally, by forming
a separate GSA and by entering into a Memorandum of Agreement with other GSAs in
the subject groundwater basin, the City will be able to share the costs of preparing a
single GSP.
Item 12.a. - Page 6
CITY COUNCIL
CONSIDERATION OF OPTIONS FOR COMPLIANCE WITH THE SUSTAINABLE
GROUNDWATER MANAGMENT ACT OF 2014
MARCH 14, 2017
PAGE 7
DISADVANTAGES:
City staff does not currently have the resources including staff time to create and
manage a GSA. A funding source, including unpopular fees imposed on well owners
and possibly other charges may need to be assessed on Arroyo Grande property
owners in order to provide funding for the costs of a groundwater sustainability program,
including costs of formation, preparation and adoption of a GSP, inspections,
compliance assistance, enforcement and program administration.
ENVIRONMENTAL REVIEW:
No environmental review is required for this item at this time.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted at City Hall and on the City’s website in accordance with
Government Code Section 54954.2.
ATTACHMENTS
1. Non-adjudicated portion of the SMGB in Arroyo Grande City limits
2. Fringe area map of the Santa Maria Groundwater Basin
3. Governance Model options for management of the fringe areas of the Santa
Maria Groundwater Basin prepared by the County of San Luis Obispo
4. Draft Resolution between the County and the City of Pismo Beach
5. Know Your Options: A Guide to Forming GroundwaterSustainability Agencies
Item 12.a. - Page 7
ATTACHMENT 1
Santa Maria Groundwater Basin
Non-adjudicated portion within the Arroyo Grande City limits
Item 12.a. - Page 8
ATTACHMENT 2
Santa Maria Groundwater Basin
Adjudicated and GSA Subject Areas
Item 12.a. - Page 9
ATTACHMENT 3
Santa Maria Groundwater Basin - Governance Model Options
(Prepared by San Luis Obispo County Public Works)
Option I- SLO County and SB County as GSA’s under One GSP
Option II: Multi-GSA’s with One GSP
Item 12.a. - Page 10
Option II: Multi-GSA via JPA
Item 12.a. - Page 11
IN THE CITY COUNCIL
CITY OF PISMO BEACH, STATE OF CALIFORNIA
_____________ day __________________, 20_____
PRESENT: Council Members
ABSENT:
RESOLUTION NO. ________
RESOLUTION AUTHORIZING THE COUNTY OF SAN LUIS OBISPO
TO SERVE AS THE EXCLUSIVE GROUNDWATER SUSTAINABILITY AGENCY
WITHIN THE FRINGE AREAS OF THE SANTA MARIA BASIN
WITHIN THE CITY OF PISMO BEACH
A. WHEREAS, the Sustainable Groundwater Management Act (Water Code §§
10720 et seq.) (“SGMA”) requires the establishment of a groundwater sustainability agency
(“GSA”) for all basins designated as medium- or high-priority by the Department of Water
Resources (“DWR”) on or before June 30, 2017; and
B. WHEREAS, the foregoing requirement does not apply to certain adjudicated
areas identified in SGMA; and
C. WHEREAS, SGMA authorizes any local agency or collection of local agencies
within a basin to become a GSA within its service area or within their collective service areas;
and
D. WHEREAS, DWR has designated the Santa Maria Valley Groundwater Basin
(Basin 3-12) (“Basin”) as a high priority basin; and
E. WHEREAS, although Water Code Section 10720.8(a)(18) identifies the Basin as
an adjudicated area, there are areas of the Basin, as defined by DWR, that were not included in
the adjudication action (“Fringe Areas”); and
F. WHEREAS, a portion of one Fringe Area is located within the City of Pismo
Beach.
NOW, THEREFORE, BE IT RESOLVED AND ORDERED by the City Council of
the City of Pismo Beach as follows:
1. Subject to Paragraph 2 below and all applicable legal requirements, the County of
San Luis Obispo is authorized to adopt (and to submit to DWR) a resolution establishing the
ATTACHMENT 4
Item 12.a. - Page 12
County of San Luis Obispo as the GSA for those portions of the Fringe Area located within the
City, and the City agrees that it will neither adopt nor submit to DWR a competing resolution.
2. The authorization contained in Paragraph 1 above shall not be construed as in any
way altering, waiving or otherwise impacting the authorities and rights preserved by SGMA,
including, without limitation, the land use authority of cities and counties and existing water
rights and priorities consistent with Section 2 of Article X of the California Constitution.
Upon motion of Council Member _______________, seconded by Council Member
__________, and on the following roll call votes, to-wit:
AYES:
NOES:
ABSENT:
ABSTAINING:
the foregoing resolution is hereby adopted.
____________________________________
Mayor
ATTEST:
_____________________________________
City Clerk
APPROVED AS TO FORM AND LEGAL EFFECT:
City Attorney
______________________________________
Dated: ________________________________
Item 12.a. - Page 13
Know Your Options:
A Guide to Forming Groundwater
Sustainability Agencies
ATTACHMENT 5
Item 12.a. - Page 14
Know Your Options: GSA Formation Guide ii
This report was made possible through the generous support of the
California Water Foundation, an initiative of Resources Legacy Fund.
September 2015
AUTHORS:
Valerie Kincaid
Ryan Stager
CONTACT:
Valerie Kincaid
vkincaid@olaughlinparis.com
AbOUT THE AUTHORS:
Valerie Kincaid is a partner at the firm of O’Laughlin & Paris LLP, whose practice focuses on
water law, including water rights, water transfers, and water quality issues. She also handles
environmental law issues related to the use of water resources, including state and federal
endangered species law, habitat conservation planning, public trust issues, and state and
federal environmental regulations. Ms. Kincaid represents various public irrigation districts,
water districts, and water authorities in the areas of permitting, enforcement, and regulatory
matters at both the administrative and judicial levels.
Ryan Stager is a second year law student at the University of California at Davis.
Know Your Options:
A Guide to Forming Groundwater
Sustainability Agencies
Item 12.a. - Page 15
Know Your Options: GSA Formation Guide iii
TAbLE OF CONTENTS
Executive Summary .........................................................................................................................................................1
Introduction .........................................................................................................................................................................2
CHAPTER 1: The Sustainable Groundwater Management Act (SGMA) .................................................3
SGMA Requirements ................................................................................................................................3
GSA Formation Options ..........................................................................................................................3
Election Requirements .............................................................................................................................3
CHAPTER 2: Non-Public Agency Representation ...............................................................................................4
CHAPTER 3: Governance Through An MOA ..........................................................................................................6
MOA Basics and Options.........................................................................................................................6
MOA Structure and Development .........................................................................................................6
Recitals • Definitions • Decision-Making Procedures and MOA Implementation • Funding •
Dispute Resolution • Providing Proper Notice and Interagency Communication •
Termination of the Agreement and Individual Member Withdrawal • Amending the Agreement •
Indemnification • Ownership of Intellectual Property or Developed Intellectual Property •
Ralph M. Brown Act Considerations • Public Records Act Requests • Term of the Agreement •
Miscellaneous Provisions
CHAPTER 4: GSA Formation through a Joint Powers Agreement (JPA)
to Create a Separate Entity ................................................................................................................12
JPA Basics and Options ..........................................................................................................................12
Benefits and Challenges of Creating a JPA ........................................................................................12
JPA Structure and Development ..........................................................................................................13
Recitals, Definitions, and Term of Agreement • Creation of Joint Powers Agency •
Internal Organization
CHAPTER 5: Template: Memorandum of Agreement ....................................................................................25
CHAPTER 6: Template: Joint Powers Agreement Forming the [name of basin]
Basin Groundwater Sustainability Agency ..............................................................................30
References ...........................................................................................................................................................................40
Appendix/Sample MOAs and JPAs ...............................................................Available as a separate document
Item 12.a. - Page 16
Know Your Options: GSA Formation Guide 1
EXECUTIVE SUMMARY
In September 2014, Governor Jerry Brown signed into
law the Sustainable Groundwater Management Act
(SGMA). SGMA’s spirit and purpose is for local agen-
cies and stakeholders to coordinate groundwater basin
management. Local agencies are required to manage
their basin by forming Groundwater Sustainability
Agencies (GSAs). After a GSA is formed, it must develop
and implement a Groundwater Sustainability Plan (GSP),
or an alternative plan, that will meet SGMA’s long-term
sustainability goals.
This Groundwater Sustainability Agency Formation
Guide (Guide) is meant to provide local agencies with a
resource for GSA formation and GSP coordination. This
Guide focuses on memorandums of agreement and joint
powers agreements, two legal agreements mentioned
in SGMA that can be used by local agencies for GSA
formation and GSP development and implementation.
Under SGMA, memorandums of agreement and joint
powers agreements will likely be used for different types
of arrangements and management relationships. The
table below compares the two legal agreements.
This Guide explains SGMA’s requirements generally
and introduces important GSA formation and election
considerations. The Guide provides options for involving
parties in the GSA decision-making process that are not
public agencies. These options include delegating voting
power to non-public agencies, creating an associate
member arrangement, forming a new public agency, or
drafting a legal voting arrangement. The Guide goes
into detail on GSP coordination through memorandums
of agreement, including the considerations of finances,
indemnification, and decision-making procedures GSAs
coordinating their GSPs will need to address. To provide
examples, the Guide examines relevant case studies
from actual memorandums of agreement, provided in
the appendix, to highlight how past agreements have
navigated the discussed topics. The Guide discusses
the potential of GSA formation through a joint powers
agreement. The benefits and challenges of joint powers
agreements are highlighted and potential “problem
areas” such as governing board voting powers, agency
finances, and the GSA’s authority that parties will
want to consider are explained. The Guide examines
previous joint powers agreements to highlight how these
agreements have addressed challenging topics. Finally,
the Guide provides templates of both a memorandum
of agreement for GSAs coordinating their respective
GSPs and a template joint powers agreement for local
agencies to use for creating a joint powers agency to serve
as a GSA. These template agreements may help agencies
organizing management structures to better identify the
challenges of governance and structure coordination to
meet these challenges.
Comparing JPAs and MOAs
Type of
Agreement
Governing Law Primary Use New
Public
Entity
Issue
Bonds
Required
Audits
Brown Act Protect Members
from Liability
SGMA
Authorities
Joint Powers
Agreement
(JPA)
California
Government Code
6500 et. seq.
Create a separate
public entity.
Yes Yes Yes Yes, must
comply
Yes, JPA is more
protective
Exercised by JPA
Memorandum
of Agreement
(MOA)
California
contract law
Memorialize
agreement
among parties
No No No No, likely no
Brown Act
Requirements
No, generally an
MOA does not
offer the same
protection as a JPA
Exercised by
members
Item 12.a. - Page 17
Know Your Options: GSA Formation Guide 2
INTRODUCTION
In September 2014, Governor Jerry Brown signed Senate
Bills 1168 and 1319 and Assembly Bill 1739, known
collectively as the Sustainable Groundwater Manage-
ment Act. The purposes of SGMA are to provide sustain-
able management of groundwater basins, enhance local
management of groundwater, establish minimum stan-
dards for sustainable groundwater management, provide
local groundwater agencies with the authority and tools
necessary to sustainably manage groundwater, and allow
for state oversight and intervention if locals do not act.
SGMA requirements apply to groundwater basins and
sub-basins that are designated medium or high-priority
by the California Department of Water Resources
(DWR), based on specific criteria. Basin priorities were
confirmed in January 2015.
The text of SGMA is voluminous and complex.
This (Guide) is intended to serve as a helpful tool for
local agencies and other stakeholders seeking to comply
with SGMA’s new governance requirements. Specifi-
cally, this Guide focuses on the legal options for GSA
formation and coordination related to GSP develop-
ment and implementation. It introduces key provisions,
vocabulary used in the act, and related compliance
deadlines. This Guide then introduces and discusses
memorandums of agreement (MOA) and joint powers
agreement (JPA), two mechanisms that may be used by
local agencies to comply with SGMA. To demonstrate
governance options, this Guide provides two templates.
The first template is a memorandum of agreement that
could be used amongst GSAs seeking to develop and
implement a single GSP for their basin. The second
template is a joint powers agreement amongst several
local agencies creating a separate public entity to serve
as a GSA.
The organizational structure of the Guide is:
• Chapter 1: The Sustainable Groundwater
Management Act
• Chapter 2: Non-Public Agency Representation
• Chapter 3: Governance Through An MOA
• Chapter 4: GSA Formation through a Joint
Powers Agreement to Create a Separate Entity
• Chapter 5: Template: Memorandum of
Agreement
• Chapter 6: Template: Joint Powers Agreement
Forming the [name of basin] Basin
Groundwater Sustainability Agency
Item 12.a. - Page 18
Know Your Options: GSA Formation Guide 3
CHAPTER 1:
The Sustainable Groundwater Management Act (SGMA)
SGMA Requirements
SGMA lays out a process and a timeline for local agencies
to comply with specific sustainability goals. One of the
first requirements a management entity will need to satisfy
is to form a GSA. SGMA defines a GSA as one or more
local agencies that implement SGMA’s provisions.1 A local
agency is defined as any local public agency that has water
supply, water management, or land use responsibilities
within a groundwater basin.2 Any local agency or combi-
nation of local agencies overlying a groundwater basin can
elect to be a GSA.3 Once formed, one of a GSA’s primary
responsibilities is to develop and implement a GSP for
their basin or portion of the basin they are managing. A
GSP is a plan developed and implemented by a GSA that
is developed and adopted pursuant to SGMA’s require-
ments.4 The specific GSP requirements are outlined in
California Water Code section 10727 et seq., and regula-
tions are currently being developed by DWR.
By June 30, 2017 local agencies in each high- or
medium-priority basin are required to have created a
GSA, or multiple GSAs, covering the entire basin.5 If a
portion of a basin is not managed by GSAs, the county
is presumed to be the GSA for that unmanaged area.6 By
January 31, 2020 basins designated as high- or-medium-
priority and subject to critical conditions of overdraft
must be managed by a single GSP or by multiple
coordinated GSPs.7 By January 31, 2022 all remaining
basins designated as high- or medium-priority must be
managed by a GSP or by multiple coordinated GSPs.8
Violation of the above listed deadlines/or improper
or unsatisfactory GSP implementation may lead to basins
being placed on probationary status by the state.9 State
intervention and probationary status are set forth in
California Water Code sections 10735 et seq. and 5200
et seq.
GSA Formation Options
Aside from requiring that GSAs be formed, SGMA does
not mandate a single formation approach. This gives
local agencies overlying a basin a wide variety of forma-
tion options. For example, a single local agency whose
service area encompasses an entire basin could elect
to be the sole GSA for a basin.10 Alternatively, multiple
local agencies could come together to form a single
GSA that manages the entire basin. Or, a basin could be
managed by multiple GSAs who each manage separate
portions of a basin through either a single GSP or coor-
dinated GSPs.11 Given the likelihood that multiple local
agencies overlying a basin may elect to participate in
managing the basin, this guide focuses on the different
ways multiple local agencies can come together to create
a GSA and coordinate with other GSAs.
Pursuant to SGMA, a combination of local agencies
can form a GSA through a joint powers agreement, a
memorandum of agreement, or “other legal agreement.”12
As noted above, SGMA limits formal GSA members to
local public agencies, a limitation which raises questions
about whether and how non-agency parties (individuals,
community groups, non-profit organizations) might
participate in a GSA.13 There are two general approaches:
first, the non-agency parties might form a new agency;
second, the non-agency parties might be incorporated
into the decision-making process for the GSA without
becoming a separate agency. Each of these approaches
are addressed in Chapter 2 of this guide, below.
Election Requirements
Aside from deciding how to structure their GSA, local
agencies will need to follow SGMA’s requirements to offi-
cially become the GSA for their basin or portion of their
basin. Before electing to be the GSA the local agency
This example illustrates the challenge of effectively managing groundwater
subbasins with multiple enitities and overlapping jursidictions.
Item 12.a. - Page 19
Know Your Options: GSA Formation Guide 4
or agencies considering GSA election are required to
publish a notice pursuant to Section 6066 of the Govern-
ment Code.14 After publishing the notice, the local
agency or agencies shall hold a public hearing in the
county or counties overlying the basin.15 Then, within 30
days of forming a GSA, the GSA shall inform DWR of its
election or formation and its intent to undertake sustain-
able groundwater management.16 The GSA notification
to DWR shall include the following: (1) service area
boundaries, (2) the boundary the agency is proposing to
manage, (3) the other GSAs operating within the basin,
(4) a copy of the resolution forming the new agency, (5)
a copy of any new bylaws, ordinances, or new authorities
adopted by the local agency, and (6) a list of interested
parties developed pursuant to California Water Code
section 10723.2 with an explanation of how their inter-
ests will be considered in the development and operation
of the GSA and the develop and implementation of the
agency’s GSP.17
After ninety (90) days following the posting of
the GSA formation notice by DWR, the GSA shall be
presumed to be the exclusive GSA within the area of
the basin the agency is managing as described in their
notice, so long as no other notice was submitted.18
Readers should note, legislation has recently passed (SB
13, Pavley) in the current 2015-16 session that modifies
GSA election procedures.19 The proposed legislation
would make clear that competing elections over the
same geographic boundaries could not be successful.
Specifically the legislation requires local agencies to
seek to reach an agreement regarding management and
states that if there is an area with competing GSA elec-
tions, the elections are not valid until worked out at the
local level. For additional GSA election and formation
information, please refer to the following Department of
Water Resources website link: http://www.water.ca.gov/
groundwater/sgm/gsa.cfm.
CHAPTER 2:
Non-Public Agency Representation
SGMA limits GSA membership to local public agencies
and water corporations regulated by the Public Utilities
Commission.20 Legislation passed in the 2015-16 session
(SB 13, Pavley) that seeks to modify GSA membership
rules to (a) remove the public agency approval compo-
nent of PUC regulated water corporations and (b) allow
the inclusion of a mutual water company in a joint
powers structure.21 As SGMA is currently written, all
other non-public agency parties cannot form a GSA or
directly be a member of a GSA. This limitation causes
a significant challenge to individual groundwater users
that would like to be involved in the management of
groundwater. In addition, SGMA creates a challenge for
public agencies that will need to represent non-public
agency interests in the management of the basin; repre-
sentation of such interests is critical to ensuring that all
affected interests are considered, to limit exposure to
litigation, and to improve the defensibility of decisions
made by the GSA. The following discussion addresses
four options available to GSAs seeking to represent the
interests of parties who are not local public agencies.
1. Delegate Voting to Non-Public Agencies.
GSA members may provide or delegate voting
power to representatives from groups who are
not local public agencies. Both the Sacramento
Groundwater Authority and Sacramento Central
Groundwater Authority (SCGA) represent
examples of this option. In both cases, the
JPAs were drafted and signed by local cities
and counties. However, in both cases the cities
and counties delegated governing board seats
to irrigation districts, private water purveyors
and investor owned utilities and various
other representatives such as an “agricultural
interest” representative and a “conservation
landowners” representative etc. Additionally, the
SCGA requires non-member governing board
representatives to contribute funding to the
agency. Thus, GSAs seeking to include non-local
public agencies could look to those two JPAs as
examples for this option.
Representation of non-public interests
is critical to ensuring that all affected
interests are considered.
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Know Your Options: GSA Formation Guide 5
2. Associate Membership Arrangement. GSAs
may also involve non-local public agencies
without delegating member’s voting powers
by opting for an associate membership
arrangement. Under this option, a GSA’s
formation agreement could designate specific
representatives, or provide the governing
board the authority to designate associate
representatives. For example, in the Eastern San
Joaquin County Groundwater Basin Authority
JPA, the parties could empower associate
members with the ability to participate in
meetings — without conferring voting power.
3. Form a New Public Agency. Individuals that
do not have public agency status may decide
they would like to form a public agency in order
to satisfy SGMA. Once an entity becomes a
local agency, it would then be eligible for GSA
membership under SGMA. Parties could also
explore the potential to become a local agency by
creating a new general act or special act district.
A general act district is created by following the
rules set forth in various provisions of the Water
Code or Government Code. A special act district
is created through legislation passed by the
state legislature. Once a new district is created
through a general act or special act process, the
district may then elect to be a GSA. Theoretically
a similar approach might involve incorporate
of unincorporated communities. In this regard,
there are many practical and other complexities
associated with forming new local public
agencies, and additional complexities associated
with the ability of such brand-new agencies to
effectively participate in the GSA process. Due
to the unique requirements and considerations
associated with these processes, this guide does
not discuss them further. This guide instead
focuses on GSA election and coordination
through memorandums of agreement (MOA)
and joint powers agreements (JPA) of existing
public agencies. If parties choose to form a new
local agency in order to participate in the GSA
process, this guide will be a useful reference for
the new agency after formation.
4. Legal Voting Arrangement. Lastly, parties could
also seek to establish a legal agreement with a
GSA governing board member such as a county,
with voting power in a GSA overlying their basin.
Under this agreement, parties could stipulate that
the governing board member may vote only after
receiving the recommendation of the non-public
agency that is a party to the agreement.
Additional strategies for integrating diverse stake-
holders are outlined in Collaborating for Success:
Stakeholder Engagement for successful Sustainable
Groundwater Management Act Implementation:
https://d3n8a8pro7vhmx.cloudfront.net/community-
watercenter/pages/52/attachments/original/1438102537/
SGMA_Stakeholder_Engagement_White_Paper.
pdf?1438102537
Photo by John Chacon/CA DWRItem 12.a. - Page 21
Know Your Options: GSA Formation Guide 6
CHAPTER 3:
Governance Through An MOA
MOA Basics and Options
An MOA is simply a contract between parties. Unlike
joint powers agreements, which are governed by Cali-
fornia Government Code section 6500 et seq., MOAs
are governed by state contract law and common law.
An MOA’s structure, content, and purpose can vary
considerably. MOAs range from non-binding agree-
ments among parties to discuss cooperating on a poten-
tial project to comprehensive agreements committing
parties to specific actions and funding obligations.22
Additionally, the terms MOA and Memorandum of
Understanding (MOU) are commonly used interchange-
ably. There is no established legal distinction other than
name and level of formality.
Under SGMA, an MOA is most likely to serve one of
three functions. First, multiple local agencies could use an
MOA to form a single GSA, although this poses concerns
described below.23 Second, multiple local agencies could
use an MOA as an initial agreement to memorialize their
collective intent to form a joint powers authority at a
later date. Third, and the likely most common function,
multiple GSAs could use an MOA to coordinate GSA
responsibilities and authorities such as the development
and implementation of a GSP or GSPs.
Although SGMA lists an MOA as a GSA formation
option, the remainder of language in SGMA suggests a
GSA should be a separate entity. MOAs do not generally
create separate entities. Some have interpreted SGMA
to authorize multiple agencies to jointly become a GSA
without creating a separate entity. Choosing this path
is complicated and is likely to lead to confusion. Parties
electing to have multiple agencies collectively elect to be
a single GSA will need to be clear regarding the sharing
of SGMA’s new GSA authorities without creating an
entity to act as the GSA. This guide primarily focuses
on using an MOA as an instrument of coordination
between GSAs.
The use of an MOA as a coordination tool between
GSAs could take one of two forms. Multiple GSAs
seeking to develop a single collective or coordinated
GSP could use an MOA to coordinate development and
implementation responsibilities amongst the GSAs.
Alternatively, an MOA could be useful to coordinate
multiple GSPs. In this case, SGMA requires that if a
basin is managed under multiple GSPs, the GSPs must be
coordinated through a single coordination agreement.24
An MOA could serve as this coordination agreement.
MOA Structure and Development
This section addresses formation and implementation
considerations that GSAs utilizing an MOA should
consider. Regardless of whether GSAs are seeking to
coordinate their respective GSPs, or coordinate in order
to form a single basin-wide GSP, the topics below are
applicable.
Recitals. Recitals typically list each signatory/party
to the agreement and explain the types of entities and the
background for the agreement. Parties typically list their
history, interest in the geographic area and history with
each other. Parties also commonly list the purposes for
their agreement such as complying with legislation, coor-
dinating resources, or taking on a specific project. Some
MOAs have a separate purposes and authorities section,
whereas others include their purpose and authority to
enter into the agreement in the recitals section. Recitals
can be as short or long as parties wish, depending on
the agreement and style of construction. Recitals vary
widely.
For an MOA related to SGMA, GSAs (as the parties)
may wish to memorialize their intent to comply with
relevant sections of SGMA. Depending on the purpose
of the MOA, the parties will likely cite different sections.
Chapter 6 — California Water Code sections 10727
through 10728.4 addresses specific GSP requirements.
Additionally, California Water Code section 10720.7
contains planning deadlines related to GSA formation
and GSP submittals.
Definitions. Depending on the terms used in the
MOA, the GSAs may find it helpful to define specific words
or terms of art used in their agreement. For example,
MOAs range from non-binding
agreements on a potential project to
comprehensive agreements committing
parties to specific obligations.
Item 12.a. - Page 22
Know Your Options: GSA Formation Guide 7
parties commonly define the term “act” to refer a specific
piece of legislation.25 While this section is not mandatory,
including a definitions section is common and can help
clarify otherwise potentially ambiguous terms.
Decision-Making Procedures and MOA Imple-
mentation. How parties will make decisions and
implement their agreement are two of an MOA’s most
important provisions. These provisions are also where
MOAs and joint powers agreements differ greatly. This
is because joint powers agreements generally create a
public agency that operates as a separate entity from
its members. These newly created public agencies are
then generally governed by a commission or executive
board and commonly run by an executive director.
Alternatively, MOAs generally do no create separate
entities from their members. Because MOAs are used
for so many different purposes, their procedures for
implementation and member decision-making vary
substantially. Members use a wide range of decision-
making structures and implementation procedures —
ranging from a mandate for consensus on all decisions
to creating multi-tiered committee structures that are
each delegated specific responsibilities.
The following discussion provides five implementa-
tion and decision-making examples of arrangements
utilized by MOAs in the appendix. GSAs have great
discretion with how they choose to structure their agree-
ments. In addition to the examples below, GSAs seeking
more formal and binding governance should consider
any governance structures discussed in the following
chapter on joint powers agreements. See Appendix for
copies of the following agreements.
How parties will make decisions and
implement their agreement are two of
an MOA's most important provisions.
1. Memorandum of Understanding: Four County (butte, Colusa, Glenn, and Tehama Counties)
Regional Water Resource Coordination, Collaboration, and Communication. This MOU is an example
of a general agreement to cooperate amongst parties. This two-page agreement memorializes the counties’
respective intent to voluntary coordinate their regional water resources. The agreement explicitly stipulates
that participation in the agreement is voluntary, non-binding, and can be terminated at any time. Specifically,
the agreement calls for the collective study and investigation of water resources common to the participants,
monitoring and reporting, information dissemination and sharing between counties and with other county
departments, public outreach and education, and “other activities” at the agreement and direction of individual
county and governing bodies. This agreement does not delegate specific responsibilities to member agencies.
Nor does the agreement provide for a detailed procedure for collective decision-making, mandating only that
“consensus” shall be sought when the need for a decision arises. This MOA could serve as an example for local
agencies seeking to memorialize their intent to initiate cooperative efforts to explore formation of a GSA.
2. Agreement between the Regional Water Authority (RWA) and the Sacramento Groundwater
Authority (SGA) For Administrative and Management Services. The RWA and SGA signed this
agreement to coordinate administration and management of services, and ownership of assets and property
held in common. Both the RWA and SGA serve common constituents and perform numerous common functions
and activities. This agreement lays out a cost-sharing arrangement between the parties related to specific
employees, goods and services, and property ownership (each of these terms is defined in the agreement).
Similar to the Four County MOU discussed above, this agreement does not create a board or any separate
governing or decision-making body. However, this agreement does lay out specific responsibilities for each
party. RWA is responsible for employing all employees, contracting for goods and services, and paying for
all common costs. SGA is responsible for paying RWA for SGA’s share (typically 50 percent) of common costs
within 15 days of receiving an invoice of RWA. While this agreement is limited specifically to a cost-sharing
arrangement, it could represent a useful example for GSAs desiring a straight-forward implementation
structure that clearly spells out each party’s responsibilities.
MOA Implementation and Decision-Making: Five Examples
Item 12.a. - Page 23
Know Your Options: GSA Formation Guide 8
3. Memorandum of Agreement between San Joaquin County Flood Control and Water
Conservation District and East bay Municipal Utility District Relative to a Groundwater banking
Demonstration Project. This agreement was formed to coordinate activities such as preliminary engineering,
environmental documentation, permitting, and public outreach related to developing a Groundwater Banking
Demonstration Project. This agreement outlines a month-by-month timeline for implementing the agreement
and spells out each party’s responsibilities such as acquiring specific permits and responsibility for specific costs.
Differing from the two examples above, the parties here created a “Technical Coordination Team” responsible
for implementing portions of the agreement. Specifically, this team is responsible for coordinating and
performing project development activities such as selecting project consultants, managing the work of project
consultants, reviewing and approving work products, and providing technical input. The parties also specify
membership and responsibilities of the Technical Coordination Team.
Aside from delegating specific responsibilities to the Technical Coordination Team, the agreement does not
provide any sort of voting or decision-making structure for this team. Except for matters specifically delegated
to one of the parties, the agreement suggests that all decisions, including those related to resolving delays,
developing budgets, and cost sharing agreements, will be developed through agreement of both parties. This
agreement could represent a useful example of an initial coordination agreement where parties specify an
arrangement for future coordination.
4. Memorandum of Agreement between Metropolitan Water District of Southern California
and U.S. Army Corps of Engineers, Los Angeles District. This agreement was created to establish a
framework for the Metropolitan Water District of Southern California (District) to provide the U.S. Army Corps
of Engineers (Corps) with additional money for expedited permit evaluation services for projects requiring
Corps approval. The agreement outlines the amounts of money the District will provide and how specifically
the Corps will use the funds. This agreement is very explicit on each party’s responsibilities related to funding
deadlines, notice procedures, staffing requirements, etc. The agreement does not outline any sort of committee
creation or separate body empowered with decision making authority. This agreement’s structure could be a
useful in an arrangement where one or more GSAs primarily provide funding and subsequently delegate GSP
development or implementation to another GSA.
5. Memorandum of Agreement Regarding Collaboration on the Planning, Preliminary Design
and Environmental Compliance For the Delta Habitat Conservation and Conveyance Program in
Connection with the Development of the bay Delta Conservation Plan. The California Department
of Water Resources, the U.S. Department of the Interior’s Bureau of Reclamation (Reclamation), and certain
contractors and representatives of contractors for water from the State Water Project and federal Central Valley
Project entered into this MOA to collaborate on timely analysis of appropriate habitat conservation and water
supply measures developed in the Bay Delta Conservation Planning process. This MOA’s decision making and
implementation structure utilizes a three-tier structure: (1) an Executive Committee; (2) a Core Team; (3) and
two Program Managers.
The Executive Committee is comprised of representatives, typically either directors, general managers, or chief
executives, from each signatory. The Executive Committee’s primary responsibilities are to provide information
and individual advice on matters such as: progress on meeting goals and objectives, progress on implementing
actions undertaken pursuant to the MOA and resolving issues related to those actions, and formulating
measures to increase efficiency in reaching the MOAs goals. Executive Committee members also provide
direction and oversight regarding activities that should be undertaken by their agency’s representative on the
Core Team.
The Core Team is comprised of one representative from each member of the Executive Committee. The Core
Team meets on a bi-weekly basis and is responsible for providing individual advice regarding the direction
Item 12.a. - Page 24
Know Your Options: GSA Formation Guide 9
Funding. Depending on the subject and scope of
the MOA, parties commonly stipulate how the proj-
ects, activities, or preparation for projects and activities
addressed in the agreement will be funded. GSAs have
considerable flexibility with how they wish to fund GSP
related coordination, development, and implementation
matters. Some MOAs are non-binding, and thus do not
commit parties to any action requiring specific provision
of funds. Other MOAs are binding on the parties and
commit signatories to providing funds pursuant to the
terms of the agreement.
Non-binding provisions simply state that parties will
be expected to contribute financial resources needed to
develop the contemplated project(s).26 Given the provi-
sions are not binding, the parties really are not bound to
provide contributions. Other agreements stipulate that
each party is responsible for paying their own costs and
expenses incurred under the agreement.27 Alternatively,
some agreements contain detailed funding provisions,
stipulating the amount of money each party is expected
to contribute and the date(s) parties need to provide
funding by.28 Others contemplate parsing out the funding
obligations, such as a budget and cost-share agreement,
in a subsequent agreement at a later date.29 Lastly, some
agreements simply call for an equal split of costs for
related activities outlined in the MOA.30 The specificity
with which a GSA will spell out binding funding require -
ments depends on the nature and circumstances of their
agreement.
Dispute Resolution. GSAs may want to include a
section related to how disputes arising between parties
will be resolved. Development of MOAs often take time,
effort, and resources. A dispute resolution provision may
be a wise section to include in order to potentially avoid
a breakdown of the agreement through withdrawal or
termination. For example, some agreements include
language committing members to constant communi-
cation or other forms of non-binding alternative dispute
resolution approaches.31 Whether or not to include a
dispute resolution section and or what type(s) of dispute
resolution to include is the sole discretion of the GSAs.
Providing Proper Notice and Interagency
Communication. To encourage consistent and effec-
tive communication among parties, GSAs may want to
consider designating an individual or group of indi-
viduals from each GSA to act as principal representatives
for each GSA. Additionally, GSAs may wish to stipulate
how notices, invoices, payments, statements etc. shall be
sent between parties, and should include addresses and
other contact information.
The MOA between the Metropolitan Water District
of Southern California and the U.S. Army Corps of
Engineers, Los Angeles District, is an example of an
agreement that specified both principle representatives
and proper notice guidelines. The parties each name
specific employee as their principal point of contact.32
Additionally, the parties specify that all notices, state-
ments, or payments in the MOA were properly given if
put in writing and either delivered personally, given by
prepaid telegram, or mailed by first-class, registered, or
certified mail to the addresses listed in the agreement.33
Termination of the Agreement and Individual
Member Withdrawal. GSAs drafting an MOA will want
to establish how their agreement can be terminated and
and coordination of activities such as planning, financing, environmental review, permitting, and preliminary
design of planning options. The Core Team meets with the Executive Committee on a quarterly basis. Lastly, this
MOA is partially administered by two Program Managers — one appointed by the DWR and the other by the
Reclamation. The Program Managers are responsible for updating the Executive Committee on the status of the
MOA’s activities and work cooperatively with the Core Team to assist in implementing their objectives.
This structure could be a helpful example for GSAs seeking to establish a management structure in order to
develop and implement activities addressed in their MOA. Similar to the four previous examples, this MOA
does not have a voting structure. The language indicates decisions likely need to be made through member
consensus.
GSAs may want to include a section
related to how disputes arising
between parties will be resolved.
Item 12.a. - Page 25
Know Your Options: GSA Formation Guide 10
whether a member can withdraw and, if so, on what
terms. These provisions range from general to rather
specific, depending on the level of commitment and
scope of the agreement. An MOA between two parties
commonly enables parties to terminate the agreement
after giving proper written notice — usually 30 days.34
Additionally, some agreements empower members to
terminate the agreement after the occurrence, or non-
occurrence, of a contemplated event that frustrates the
purposes of the MOA — such as if the contemplated
projected is not permitted.35 Some agreements also
enable members to terminate upon mutual written
consent of all the parties.
Agreements with more than two members
commonly contain withdrawal provisions. Withdrawal
provisions typically require the withdrawing party to
give proper written notice of their intent to withdraw.36
The difference between an individual member with-
drawal provision and a termination provision is that if
a member or members terminate the agreement, it no
longer exists, while a withdrawal from a multi-member
agreement may still allow the remaining parties to have
a valid agreement.
Lastly, some agreements further stipulate member
responsibilities in the event of a withdrawal or termina-
tion of the agreement. For example, some agreements
require terminating or withdrawing parties to pay for
their portion of costs and obligations incurred up to the
date of the termination or withdrawal.37 Additionally,
others stipulate that the withdrawing party is not entitled
to a refund of any funding contributions.38
Amending the Agreement. GSAs will want to
include a section on the procedure for amending their
MOA. Commonly, agreements stipulate that an MOA can
be amended or modified by unanimous written consent
of the parties.39 In addition to requiring unanimous
written consent, some agreements require each member
agency’s governing board to approve the amendment to
the agreement at an open meeting.40 Alternatively, some
MOAs stipulate that the agreement can be amended
after an affirmative vote from of the governing body
of a simple majority of the parties.41 When considering
the amendment provision, GSAs will want to take into
consideration the purpose of their agreement, the likely
term of its existence, and how many parties will be part
of the agreement.
Indemnification. To the extent that the MOA calls
for sharing employees or services between the parties,
GSAs may want to consider outlining specific indemni-
fication provisions related to potential liability. Agree-
ments without provisions calling for sharing services or
employees likely do not need detailed indemnification
sections. GSAs seeking to memorialize their intent not
to be liable for the actions or omissions of other MOA
members could include language stating that no member
shall be responsible for any damage or liability occurring
by reason of anything done or omitted to be done by
another party in connection with the MOA. The template
provided in Chapter 4, in addition to the case studies
provided in the appendix, contain examples of indem-
nification clauses parties to MOAs have used.
Ownership of Intellectual Property or Developed
Intellectual Property. To the extent that the MOA calls
for modeling, development of reporting systems, envi-
ronmental analysis, or development of any proprietary
information or data, parties may want to consider memo-
rializing who owns the developed property. Agreeing
upon ownership of intellectual property upfront could
help avoid potentially costly and time-consuming
disputes between GSAs in the future.
Ralph M. Brown Act Considerations. The Ralph M.
Brown Act requires all meetings of a local agency’s legis -
lative body must be open and public, and that all persons
must be permitted to attend any meeting of the legislative
body of a local agency except as otherwise provided in
the Act. Assuming meetings amongst MOA members do
not create a quorum of any member, meetings between
MOA members over matters outlined in the MOA likely
do not fall under the Brown Act. This is because those
meetings are not meetings of any local public agency’s
legislative body. Parties might fall under the Brown Act
if their MOA creates an association-type arrangement
with a governing board that has voting powers and the
authority to independently enter contracts and own
property. In that instance, the association is arguably
acting like a separate entity and thus may run into Brown
Act compliance issues if the association does not notice
and hold open meetings.
Under SGMA, MOAs will likely be used
for coordination between GSAs.
Conversely, JPAs will likely be used to
form a new GSA.
Item 12.a. - Page 26
Know Your Options: GSA Formation Guide 11
Public Records Act Requests. An MOA should
address how GSAs will respond to public records act
requests. Given the MOA is not creating a separate entity,
each individual GSA will likely need respond to each
public records act request as it relates to them. Memo-
rializing the GSAs’ procedures for public records act
requests could avoid confusion should the parties receive
a public records act request.
Term of the Agreement. Parties will want to define
how long their agreement will remain in effect. Some
MOAs stipulate that the agreement will remain in effect
until terminated by one of the parties. Others list an
expiration date with the option to renew through agree-
ment of the parties. Alternatively, some MOAs provide
for expiration after a contemplated event, such as the
completion of a project.
SGMA has a compliance period that extends some
20 years beyond the initial development of the GSP, and
includes provisions for periodic GSP updates during this
period. Given this long-term compliance period, GSAs
might want to consider designating their MOA term as
lasting until terminated by the parties. This way, parties
can ensure they will not be caught off-guard by an unex-
pected expiration of the agreement. If the arrangement
outlined in the MOA is not working, each party is able
to preserve the option to withdraw from and or possibly
terminate the agreement.
Miscellaneous Provisions. The following addresses
provisions MOAs commonly include under a “Miscel-
laneous” heading.
Severability Clauses. These clauses typically read
that if any portion of the agreement is deter-
mined to be invalid or unenforceable, then the
remaining provisions will remain in force and
unaffected to the fullest extent under the law.
Integration Clause. These clauses typically read
that the MOAs contents represent the entire
agreement between the parties related to the
topics addressed in the MOA. Commonly, these
clauses then stipulate that all prior or contempo-
raneous agreements, understandings, representa-
tions, and oral or written statements are merged
into the agreement and have no further force or
effect.
Construction of Terms. This clause typically reads
that both parties negotiated the agreement and
had a full and fair opportunity to revise the
terms of the agreement. Thus, the normal rule of
interpreting ambiguities against the drafting
party does not apply.
Counterpart Execution. This clause typically
reads that the agreement may be executed in
counterparts, each of which shall be deemed an
original, but all of which shall together constitute
one and the same instrument.
Choice of Law. This clause typically states that
the MOA was made in the State of California and
shall be interpreted under California law.Photo by Florence Low/CA DWRItem 12.a. - Page 27
Know Your Options: GSA Formation Guide 12
CHAPTER 4:
GSA Formation through a Joint Powers Agreement (JPA)
to Create a Separate Entity
JPA Basics and Options
Under a joint powers agreement, two or more local public
agencies, who are each authorized by their governing
bodies, may enter into an agreement to jointly exercise
any power common to the contracting parties.47 Parties
to a joint powers agreement can elect to create a separate
public entity, or designate parties to carry out specific
responsibilities.48 This Guide will focus on the creation
of a separate entity through a JPA, largely because this
is most common and because this form is more distinct
from an MOA approach. Once a separate entity is
created through a JPA, it is a separate legal entity from its
member agencies.
The acronym “JPA” can be a source of confusion. JPA
can stand for a joint powers agreement, a joint powers
authority, or a joint powers agency. A joint powers
authority and joint powers agency are simply separate
public entities created through a joint powers agreement.
For clarity’s sake, as described in Chapter 1, this Guide
uses the term JPA to describe a joint powers agreement.
Under SGMA, MOAs and JPAs will likely be used for
different functions. MOAs will likely be used for coor-
dination between GSAs for GSP development or imple -
mentation or for parties considering forming a joint
powers authority. Conversely, JPAs will likely be used
by local public agencies to form a GSA. Unlike MOAs,
which are primarily governed by state contract law, JPA
are governed by California Government Code section
6500 et seq. Consequently, JPAs have specific statu-
tory requirements regarding the agreement’s contents,
governance, and compliance provisions. Section C
below, “Structure and Development of JPA Formation”
will discuss, in-depth, the statutory requirements and
considerations parties drafting JPAs will want to address.
Benefits and Challenges of Creating a JPA
This section will briefly introduce benefits for parties
electing to form their GSA as a joint powers agency and
challenges these parties will need to address.
Benefits. As mentioned, parties choosing to struc-
ture their GSA as a joint powers agency are creating
an entirely new and separate public entity from the
members. The new joint powers agency can exercise
any power common to the contracting parties.49 For
example, a GSA formed as a joint powers agency, and
authorized by its members, can do any of the following
in its own name: make and enter contracts, employ
agents and employees, acquire and operate buildings
and property, incur debts, liabilities, and obligations,
and sue and be sued.50
Additionally, local agencies can give their GSA the
authority to invest funds from its treasury that are not
required for the immediate necessities of the agency.51
Keep in mind these funds must be invested in the same
manner and under the same conditions as local agencies
pursuant to section 53601 of the Government Code.52 In
addition to investing, parties can empower their GSA
with the authority to issue revenue bonds.53 Parties can
also structure their GSA’s JPA so that members are not
responsible for any debts or liabilities the JPA agency
may incur.54 This enables member agencies to protect
their assets should the GSA incur liabilities. Lastly, once
a joint powers agency is designated a GSA, it can exercise
all the new authorities created by SGMA. As the reader
will see in Section C of this chapter and in the provided
case studies, parties commonly pick and choose which
powers to give their joint powers agency, depending on
the purpose and needs of the parties.
Challenges. GSAs creating a separate agency
through their JPA will need to address both regulatory
and governance structure challenges. One of the first
regulatory requirements a GSA will encounter is the
requirement to provide notice of its creation and a copy of
its JPA to both the Secretary of State and the Controller.55
Additionally, the GSA will need to provide proper notice
to both the Secretary of State and Controller each time
the JPA is amended.56 If a GSA fails to give proper notice
Parties choosing to structure their GSA
as a joint powers agency are creating
an entirely new and separate public
entity from the members.
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of its creation through a JPA or of an amendment of its
JPA, it is prohibited from issuing bonds or incurring
debts until the proper filings are completed.57
Aside from notice requirements, the GSA will need
to provide for strict accountability of funds by reporting
all of its receipts and disbursements.58 The GSA will need
to undergo either an annual audit or an audit covering
a two-year period.59 Additionally, the GSA will need to
designate a treasurer, who can be either the treasurer
of one of the parties to the agreement, the county trea-
surer of a county in which one of the contracting parties
is situated, a certified public accountant, or an officer
or employee of the GSA.60 The GSA’s treasurer is the
depositary of the agency and has custody over all of the
agency’s funds.61 Pursuant to California Government
Code section 6505.5, the treasurer has specific statu-
tory responsibilities such as receiving agency money and
paying out money due by the agency and providing
written reports four times per year to the agency and
contracting parties regarding the state of the GSA’s
finances.62 GSAs will likely need to comply with addi-
tional statutory compliance requirements should they
elect to invest GSA funds and or issue bonds.
In addition to statutory compliance requirements,
parties will also likely face governance and funding chal-
lenges. Joint powers agencies, in this case a GSA, can
be governed by one or more parties to the agreement,
a commission or governing board created by the JPA,
or a firm or corporation.63 The case studies examined
in this section and provided in the appendix reflect
how commonly joint powers agencies are governed by
a governing board. Parties will need to agree on how
to structure their board by addressing matters such as
membership structure, appointment rules, division of
voting, quorum, and other matters.
Lastly, parties will need to discuss how their GSA
will be funded. Whether members will be required to
contribute funds to fund the agency, whether contribu-
tions will be the same amount or will different members
contribute different amounts, and the basis for funding
will all need to be considered. These following sections
will address these considerations by examining the case
studies provided in the appendix to show how previous
JPAs have addressed these challenges.
JPA Structure and Development
This section addresses formation and governance consid-
erations that a GSA will need to consider when utilizing
a JPA. Some sections are mandated by California
Government Code section 6500 et seq. while others
are not mandatory but commonly included. A number
of sections such as Recitals and Definitions will likely
be very similar between an MOA and JPA. Nearly any
governance examples discussed in the MOA “Forma-
tion and Structure” section could likely be utilized in a
JPA. As with MOAs, parties have considerable flexibility
with how they structure their GSA’s JPA. The following
section is meant to familiarize readers with required, and
commonly included sections, and provide examples of
how parties to existing JPAs have formed new agencies.
Lastly, as the case studies show, JPAs are organized in a
variety of manners. While Cal. Government Code 6500
et seq. mandates JPAs contain certain requirements,
parties have flexibility to organize their agreement in
a manner that fulfills the needs of the members. Thus
the organization and headings used in this section are
suggestions rather than requirements for parties drafting
a JPA.
Recitals, Definitions, and Term of Agreement. The
“MOA Structure and Development” discussion is in the
previous chapter provides information on these three
sections. These sections in a JPA are similar to those
in an MOA. The Recitals in a JPA explain the parties,
purpose, and background information for the Agree-
ment. JPAs usually always have a separate “Purposes”
section whereas some MOAs list purposes for the agree-
ment in the “Recitals.” Definitions define special key
terms or phrases. Term usually sets out indefinite term
or until the purpose of the JPA has been achieved.
Creation of Joint Powers Agency. This section will
likely include the following subtopics: (1) Creation of a
separate entity; (2) Purpose of entity; and (3) Powers of
the entity. A JPA is required by law to state the purpose of
the agreement or the power to be exercised.64 The agree-
ment must also provide for the method the purpose will
be accomplished or the manner in which the power will
be exercised.65 In practice, to comply with this require-
ment JPAs usually simply create separate “Purposes”
and “Powers” sections. The following paragraphs will
separately discuss purposes and powers.
Creation of a Separate Entity. In this provision,
the parties typically indicate their intent to form a joint
powers agency as a separate entity that is separate and
apart from the members.66 Parties also commonly list the
name of their new agency (for this guide’s purposes —
the GSA) and its geographic boundaries.67 Lastly, some
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parties also state where their agency’s principal offices
will be located.68
Purpose of the Agreement Creating a Separate
Entity. This section states why the parties came together
under the JPA. Some JPAs keep this section rather brief,
stating their purpose is to create a separate entity in
order to accomplish stated goals (another section of the
JPA) and speak with one voice.69 Other JPAs have very
thorough “Purposes” sections, citing compliance with
specific legislation, the desire to sustainably manage
specific natural resources, develop specific projects, or
formulate environmental plans for a region.70
For the purposes of SGMA, parties will likely
want to address their intent to have this joint powers
agency elect to be the GSA for their basin or a portion
of their basin. Additionally, parties may want to discuss
developing and implementing a GSP, their intention
to collaborate with other GSAs in their basin, their
intent to sustainably manage their basin’s groundwater
supplies, and otherwise comply with SGMA.
Powers of the Entity. This section typically
addresses the powers of the joint powers agency and
the manner those powers will be exercised. Pursuant
to California law, the JPA must designate one member’s
procedures and restrictions for exercising power as
the restrictions and procedures for exercising power
the new joint powers agency will need to follow.71
For example, a joint powers agency composed of an
irrigation district, a city, and a county would need to
specify in their JPA which member’s procedures and
restrictions for exercising its power the joint powers
agency would follow. If the JPA designated the county,
then the joint powers agency would need to follow
the county’s procedures and restrictions when, for
example, purchasing property or hiring employees.
GSAs with diverse local public agency membership
should consider the GSA’s likely activities and which
member’s procedures and restrictions on exercising
power would be desirable.
Parties will also likely want to address which powers
their GSA will exercise. While a joint powers agency
can exercise all powers held in common amongst the
contracting parties, some JPAs explicitly limit their
joint powers agency’s authority. Unique to SGMA,
GSAs formed by a JPA are granted additional statutory
powers not currently held in common by the members.
For example, to limit the powers of the joint
powers agency, some JPAs forbid their joint powers
agency from engaging in the retail sale of water or
funding capital construction projects or regulating land
use.72 Additionally, some agreements limit their joint
powers agency’s authority to undertake any activities
within a member’s geographic or service area unless
that member has formally adopted a specific plan or
formally consented to the proposed activity.73
In addition to limiting their joint powers agency’s
authority, parties will need to empower their new
agency with authority. Agreements here go one of two
directions: (1) either list out the agency’s powers or (2)
give the agency the power to do all necessary acts to
achieve the purposes of its existence. For example, in
some agreements this section is a multi-page detailed
discussion that enumerates specifically what the agency
can do.74 Conversely, other agreements simply empower
their joint powers agency to do “all acts necessary” to
achieve the goals of its existence.75
Under SGMA, California Water Code section
10725 et seq. grants GSAs additional statutory powers.
A joint powers agency cannot exercise these SGMA
powers until after it successfully elects to be a GSA and
adopts and submits to DWR a GSP or an alternative
plan.76 Thus, parties may want to include conditional
language regarding their joint powers agency exer-
cising SGMA powers, such as, “… in the event that
this joint powers agency successfully elects to be a GSA
for X basin, then it will have additional authorities,
including…” Alternatively, parties could simply amend
their JPA after successful GSA election to address
SGMA powers. Lastly, members will likely wish to spell
out in their JPA which SGMA authorities, if any, they
anticipate delegating to either committees or specific
members. Because SGMA grants GSAs and not indi-
vidual members, new powers, parties seeking to have
individual members perform specific SGMA functions
will likely want their JPA to explicitly delegate these
powers from the joint powers agency to the respective
members.
Unique to SGMA, GSAs formed by a
JPA are granted additional statutory
powers not currently held in common
by the members.
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Internal Organization. The following discussion addresses joint powers agency governance matters typically
included in JPAs. The following topics on internal organization are discussed below:
1. Establishment of governing body
2. Associate members
3. Voting procedures
4. Designation of other agency officials
5. Meeting rules and requirements
6. Internal committee formation
7. External advisory committee formation
8. New member guidelines
9. Special projects involving less than all members
10. Agency budget and payments from members
1. Establishment of Governing Body. As mentioned above, commonly joint powers agencies are governed by
a commission or board of directors. Amongst other considerations, parties drafting their JPA may want to
consider the size of their board, board membership, who gets to vote, who gets to appoint board members,
what interests members want represented on the board, term of board member’s service, and board member
removal. The following section will examine four governing board structures utilized by JPAs provided in
the appendix. Parties have near complete discretion with how they structure their GSA’s governing board.
Governing board Structures Utilized by JPAs
a) Joint Exercise of Powers Agreement Eastern San Joaquin County Groundwater basin
Authority. The Eastern San Joaquin County Groundwater Basin Authority (“ESJCG Basin Authority) is
an 11 party joint powers agency. To manage their agency, the parties created a governing board with 12
seats. Eleven of the 12 seats went to the parties to the agreement — with each party getting a single seat.
The twelfth seat was assigned to a representative from the California Water Service Company (an investor
owned water utility) to be appointed by the City of Stockton (a member of the Agreement). Board members
are required to be an individual from the appointing party’s governing body. For example, the City of
Stockton’s board member would likely need to be someone who sat on the Stockton City Council — the
city’s governing body. In addition to appointing their board member, parties also designated two alternate
board members who would fill the seat if the appointed board member was unavailable. This JPA did not
set term limits for the board members. Lastly, board members serve at the pleasure of the appointing party
— meaning the member who appointed them could remove them at any time for any reason. This JPA is a
model for GSAs seeking to include a non-public agency stakeholder on the governing board.
b) Joint Powers Agreement Forming the State and Federal Water Contractors Agency. The
State and Federal Contractors formed a JPA with six member agencies. The members created a governing
board with nine seats. Four of the parties were each given one seat. One party was given three seats and
another party was given two seats. Unlike the previous example, appointed board members could be
officers, directors, or employees of the appointing party. For the parties who themselves were joint powers
agencies, this agreement allowed them either to appoint a director, officer, or employee from their agency
or an agency of one of their members. Like the previous example, parties’ board members served at the
pleasure of the appointing party. Additionally, appointing parties were required to designate an alternate
board member should the appointed board member be unavailable. This JPA provides an example of an
agreement that allocates different numbers of board seats to different members.
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c) Joint Powers Agreement Creating the Sacramento-Groundwater Authority. Four parties
formed the Sacramento Groundwater Authority (SGA). The SGA provides a model for a joint powers
agency that sought to include a diverse set of interested stakeholders on its governing board and in its
decision making process. To govern the agency, the parties created a sixteen seat governing board. Three
seats went to elected members from three of the parties to the agreement. Seven seats went to an elected
member from the governing board of seven specified water districts — who were not members of the joint
powers agency. Four seats went to a member of the board or designee from four specified private water
purveyors or investor owned utilities — also not members of the joint powers agency. One seat went to an
“Agricultural Interest” representative (defined in the agreement) within the boundaries of the agency. The
final seat went to a “Commercial/Industrial Self-Supplied Water User” representative within the boundaries
of the authority.
In addition to composing the board with a diverse set of area stakeholders, this agreement stipulated
specific processes for appointing the various board members. For example, although members to the
agreement were responsible for appointing specific board members, with certain board appointments, they
were required to consider recommendations from various specified parties before making appointments.
Additionally, the SGA JPA includes a section titled “Adjustment to Composition of the Governing Board”
which allows any person or entity to petition the parties to the JPA to add or delete representatives to the
governing board in order to accurately reflect groundwater production within the authority. Finally, this
agreement set term limits at four years for board members and created staggered term limits by designating
two board members whose initial terms would be two years. Appointing parties are also required to appoint
alternate board members and all board members serve at the pleasure of the appointing body.
d) Joint Powers Agreement between the City of Elk Grove, the City of Folsom, the City
of Rancho Cordova, the City of Sacramento and the County of Sacramento Creating the
Sacramento Central Groundwater Authority. The Sacramento Central Groundwater Authority
(SCGA) shares a number of close similarities with the SGA JPA discussed above. This example is presented
to highlight a slight difference between each agency’s respective governing boards. Here, five parties
created the SCGA JPA, and formed a 16-member governing board. Six of the seats were designated to
elected members of the governing board from a group of area cities, the County of Sacramento, and
the Sacramento Regional County Sanitation District. Additionally, three of the seats were reserved for
elected members of the governing board from an area community services district and two area water
districts. Two of the seats went to a member of the board of directors or designee from two private water
purveyors or investor owned utilities. Finally, the last five seats were reserved for a representative from
each of the following: “Agricultural Interests,” “Agriculture-Residential Groundwater Users,” “Commercial/
Industrial Self-Supplied Groundwater Users,” “Conservation Landowners,” and “Public Agencies that are
Self-Supported Groundwater Users.” This agreement assigned appointing power between the five parties
to the agreement, mandated parties appoint alternate board members, and created term limits for board
members.
e) Common Miscellaneous Governing board Provisions. As the examples above show, governing
boards can vary considerably in their size and membership. This paragraph will briefly touch on common
provisions included in the governing board sections. First, JPAs typically designate a chair, vice chair,
and secretary for their governing body. Some agreements stipulate which board members will serve in
those roles.77 Alternatively, others state the board will determine those roles as an order of business.78
Commonly agreements stipulate each officer’s responsibilities and how long each officer will serve in that
capacity. Some agreements have specific board membership vacancy provisions — outlining a timeline and
procedures for when new board members must be appointed by when a vacancy arises.79 Finally, other
agreements outline when the first governing board meeting will be and where it will be held.80
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2. Associate Members. A number of the examples
above represent instances where parties included
non-members on their joint powers agency’s
governing board and gave them voting power.
Parties seeking to similarly give non-members
a voice in agency actions and meetings, without
conferring voting powers, might consider
creating an associate membership option. For
example, in the “Eastern San Joaquin County
Groundwater Basin Authority” JPA, the parties
designated the San Joaquin County Farm Bureau
as an associate member on the governing board.
The associate member is allowed to participate in
meetings and discussions but not allowed to vote
on any actions or hold officer positions on the
board.
3. Voting Procedures. Like governing board
formation decisions, deciding the rules for
how the agency’s governing board will vote
on agency business is very important. This
section will present examples of different voting
structures that JPAs identified in the case
studies have utilized. These examples are meant
to give the reader a sample of various voting
structures available to joint powers agencies.
Parties should feel free to be creative in crafting
a voting structure that works best for their
arrangement. In addition to the considerations
identified below, parties might consider whether
a particular voting structure allows the GSA to
integrate the perspectives of a variety of affected
interests, and how the voting structure would be
perceived in the event of public, judicial, or news
media scrutiny of the GSA.
a) One vote-per-board member, majority
required to conduct business. Some of the most
straightforward agreements grant each
governing board member a single vote.81 Typi -
cally, to conduct business there must be a
quorum present and the matter before the board
must receive an affirmative vote from a majority
of the governing board members present at the
meeting. Parties desiring a very straightforward,
easy to understand, and equal voting structure
might find this as an option that will work.
b) One vote-per-board member, different
thresholds required to pass governing board or
committee related business. The Kern Ground-
water Authority grants each board member a
single vote. In order for the governing board to
conduct business, there must be a quorum
present (two-thirds of board of directors) and the
matter must receive an affirmative vote from
two-thirds of present voting members. This
agency authorizes its governing board to delegate
specific tasks and responsibilities to various
committees that are comprised of general
member representatives. For committee-related
votes, this JPA requires that a quorum of
committee members be present and all matters
subject to a vote before the committee must
receive an affirmative vote from seventy-five
percent of present committee members.
c) One vote-per-board member, additional
requirements when board votes on fiscal items.
In the Sacramento Central Groundwater
Authority, each member of the sixteen-member
governing board has a single vote. As discussed
previously, the Sacramento Central Groundwater
Authority has only five members, (four area cities
and the County of Sacramento), but chose to fill
their governing board with representatives from
private water purveyors, water districts, and
various other agricultural, conservation, and
community interests. Thus, this agency’s voting
structure is slightly more detailed. With the
exception of certain fiscal items (specified in the
agreement) an affirmative vote from a majority of
Parties might consider whether a
particular voting structure allows the
GSA to integrate the perspectives of a
variety of affected interests.
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Know Your Options: GSA Formation Guide 18
the governing board members is required to pass
agency business. Passing and approving fiscal
items, including but not limited to approving the
agency’s annual budget, required a majority vote
of all the members of the governing board and
affirmative votes from the five agency members
(the four cities and the County of Sacramento).
Finally, any vote related to adjusting the amount
in annual financial contributions necessary to
fund the agency required an affirmative vote
from eleven of the sixteen governing board
members, including an affirmative vote from
each of the five agency members.
d) Voting power allocated based on land under
management, financial contribution, or basin
extractions. Under this option, a GSA could
allocate their governing board’s voting allocation
based off the respective member’s land under
management, financial contribution to the GSA,
or extractions from the basin. Whichever
approach the GSA chooses, the parties will likely
want to determine an acceptable ratio that
converts their metric into votes. For example, a
GSA covering 1000 acres and comprised of three
(3) members (one with 300 acres under manage-
ment, the second with 500 acres under manage-
ment, and the last with 200 acres under manage-
ment) could give members one vote per 100 acres
under management. Under this scenario,
member one would get three (3) votes, member
two five (5) votes, and member three two (2)
votes. Alternatively, a GSA could structure
voting power based on members’ financial
contributions to the GSA from the previous year.
For example, assume a hypothetical GSA with
six members, who each contributed different
amounts of funds, and a total budget of
$1,000,0000. Assume members one through four
each contributed $50,000, member five contrib-
uted $300,000, and member six contributed
$500,000. This GSA would then need to deter-
mine a ratio for funds contributed to voting
power. A straightforward possibility would be to
give each member one (1) vote per $50,000
contributed. Under this scenario, members one
through four would each get one (1) vote,
member five would get six (6) votes, and member
six would get ten (10) votes. Lastly, a GSA could
utilize the same ratio approach that equates
voting powers based on of the quantity of
groundwater extracted from the basin.
e) Multi-tiered voting structure, depending on
whether board is voting on fiscal items. The
Sacramento Groundwater Authority has two
separate voting bodies. For all matters the SGA
provides each member with a single vote. For
each fiscal matter vote, there is a second voting
body, whose votes are distributed based on
financial contribution. For non-fiscal matters, a
majority vote of all members of the governing
board is required to approve the item. However,
approval of items with fiscal impacts requires a
“double-majority” approval consisting of: (1) a
majority vote of all members of the governing
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board and (2) a majority vote weighed by the
financial contribution of each “Retail Provider,”
“Agricultural Interests,” or of “Commercial/
Industrial Self-Supplied Water Users” to the total
administrative budget for the last complete fiscal
year. Under this second approach, a governing
board member’s voting power on fiscal matters
would be weighed according to the amount of
money they contributed to the authority the
previous year. Similarly, fiscal items related to
water costs require a double-majority voting
structure requiring: (1) a majority vote of all
members on the governing board and (2) a
majority vote weighted on the basis of water
production (as defined by the agreement).
4. Designation of Other Agency Officials. In
addition to a chair, vice chair, and secretary, JPAs
commonly designate other officials such as an
executive director, a treasurer and or auditor. As
discussed above, the JPA is required to designate
who will serve as the new agency’s treasurer.
Additionally, agreements commonly designate
a party or provide for who will perform the
agency’s required audit.82
Some JPAs designate an individual to act
as the chief executive or executive director of
the newly formed agency.83 For example, the
Sacramento Central Groundwater Authority
JPA called for their governing board, with
concurrence of the Sacramento County Water
Agency, to appoint an executive director to
be responsible to the governing board for
administration of the authority as directed by
the governing board.84 In addition to assigned
duties, this executive director is responsible
for organizing and directing agency activities,
authorizing expenditures within the designations
and limitations of the budget, making
recommendations or requests of the governing
board concerning any matter to be performed by
the governing board, appointing, disciplining,
assigning, and supervising employees or
contractors hired by the agency, and to have
charge of and access to any property of the
authority.85 Parties will need to consider the
likely size, authority, and finances of their GSA
to determine whether or not they want to have
an executive director.
5. Meetings Rules and Requirements. Topics
commonly addressed in this section are when,
and how, the first meeting of the new agency’s
governing body will be called, granting the
governing body the authority to formulate
bylaws, establishing quorum rules and meeting
adjournment procedures, noting the significance
of member voting abstentions, and Brown
Act considerations. Commonly, versions of
Robert’s Rules of Order or Rosenberg’s Rules
of Order are adopted for conducting meetings/
parliamentary procedure.86 Note: while many Photo by Kelly M. Grow/CA DWRItem 12.a. - Page 35
Know Your Options: GSA Formation Guide 20
JPAs address the above mentioned topics, some
give each topic its own section or place these
topics in other sections such as “Miscellaneous”
or in the governing board or voting sections. The
following discussion is equally relevant whether
parties address these topics on a single section or
separately throughout their JPA.
Commonly, JPAs assign the responsibility
of calling the new agency’s first meeting to one
of the agency’s members.87 Alternatively, some
agreements charge the governing board with the
authority to call the first meeting. Additionally,
agreements commonly empower their governing
board with the authority to establish bylaws
governing meetings and the day-to-day operation
of the agency.88
JPAs generally establish how many governing
board members must be present in order to have
a quorum. Commonly, a quorum is a majority
of governing board members.89 However, some
JPAs require a higher threshold for a quorum,
such as two-thirds of voting members.90 Most
agreements also typically stipulate that less than
a quorum can vote to adjourn a meeting.91
Some JPAs include specific rules for member
abstentions. Some agreements hold that any
abstaining members will be counted for quorum
purposes, but will not be deemed to be voting.92
Alternatively, to avoid complacency amongst
their members, some JPAs stipulate that unless a
member is abstaining due to a conflict of interest,
any abstention is counted as an affirmative vote
in support of the majority vote.93 Parties forming
their GSA have complete discretion with how
they wish to address abstention matters.
Finally, nearly all agreements stipulate that
their meetings will be scheduled and conducted
pursuant to the provisions of the Brown Act
(Government Code section 54950 et seq.). GSA
governing board meetings will likely fall under
the Brown Act because they represent the
agency’s legislative body. Specific Brown Act
compliance provisions should be directed to
respective party’s counsel.
6. Internal Committee Formation. While not
in all JPAs, some agreement have an internal
committee formation section outlining the role
internal committees can play in governing the
agency. The role of internal committees can be
small or large, depending how GSA members
wish to delegate authority. Some agreements
create limited roles for internal committees
by empowering the agency’s governing board
to appoint committees to assist with carrying
out the agency’s objectives, but explicitly
prevent committees from acting on behalf of
the agency.94 Alternatively, other JPAs delegate
substantial authority to internal committees.
For example, in the San Joaquin River Group
Authority JPA case study, the parties created a
“Management Committee,” staffed by a general
manager or similar managing officer of each
party and empowered this committee with
the authority and responsibility for program
development and implementation. Parties may
find it helpful to memorialize the roles, if any,
internal committees can take in the new agency.
7. External Advisory Committee Formation.
Under SGMA, GSAs are required to encourage
active involvement of “… diverse social, cultural,
and economic” elements of the population
within their basin before and during the
development and implementation of the GSP.95
GSAs are required to make available to the
public and DWR a written statement describing
how interested parties may participate in the
development and implementation of the GSP.96
Creating an external advisory committee
comprised of diverse social, cultural, and
economic public interests and stakeholders could
be a useful mechanism for a GSA seeking to
comply with this requirement. In order to foster
better communication between the advisory
committee and the GSA governing board, GSAs
are encouraged to appoint one or more GSA
representatives to attend and participate in
advisory committee meetings.
If parties to the JPA anticipate future
agencies may join, they might wish to
address the procedures a prospective
new agency must follow.
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8. New Member Guidelines. In this section, some
agreements list the requirements for adding
new members at a later date. If parties to the
JPA anticipate that future agencies may one day
join their GSA, they might wish to address the
procedures their agency and the prospective new
member must follow. For example, some JPAs
agreements allow a prospective public entity to
join the agency upon: (1) approval of the agency’s
governing board; (2) payment of all previously
incurred costs the governing board determines
have resulted in benefit to the public entity;
(3) payment of applicable fees and charges; (4)
written agreement to the terms and conditions of
the JPA.97 Parties to the JPA have near complete
discretion over the extent to which new agencies
may join their GSA.
9. Special Projects Involving Less Than All
Members. Some JPAs authorize members to
undertake specific projects, in the name of the
agency, involving fewer than all of the members.
Typically these sections outline the specific
procedures members must take in order to
engage in a project involving fewer than all
the members.98 These sections usually require
the members participating in a special project
to craft a special agreement that outlines the
funding, roles and responsibilities, and assets
and liabilities details. Additionally, JPAs that
authorize special projects commonly contain a
provision enabling the agency’s governing board
to prevent the project from occurring should
it disapprove of the proposed special activity.
Below, this section will examine special projects
provisions from two of the provided case studies
as examples for how some agreements have
formed this section.
Under the Kern Groundwater Authority
JPA, members seeking to engage in a special
project in the name of the authority must first
gain prior approval from the agency’s governing
board. In addition to gaining approval, the
members are required to enter into a special
project agreement. The agreement must state
that no special activity can conflict with the
terms of the JPA. The agreement must state
that parties to the special agreement will
indemnify, defend, and hold the authority and
the authority’s non-participating members
harmless from any liabilities, costs or expenses
arising from the special activity. Additionally,
the special agreement must state that all assets,
rights, benefits, debts, liabilities and obligations
shall be those of the members who entered
into the special project agreement — and not
those of those members who did not enter into
the special project agreement. Lastly, the JPA
stipulates that non-participating special project
members shall have no rights, benefits, debts,
or liabilities or obligations related to the special
activity.
Like the Kern Groundwater Authority, the
State and Federal Water Contractors Agency
JPA allows for specific projects involving fewer
than all of the members. This JPA requires
the participating members to enter into a
project agreement that contains the terms and
conditions related to project participation.
The agreement states that all assets, rights,
benefits, and obligations attributable to the
project are those of the members participating
in that project and not non-participating
members. Additionally, any debts, liabilities,
obligations, or indebtedness incurred by the
agency in regard to a particular project are
those of the members participating in the
specific project and not non-participating
members. For specific projects involving fewer
than all of the members of the agency, the
participating members are required to appoint
a representative to a project committee for that
project. Finally, the agency’s board of directors
has the authority to disapprove of any project
agreement after determining the project has
specific, substantial adverse impacts upon
non-participating members.
Members seeking to engage in a
special project in the name of the
authority must first gain prior
approval from the agency’s governing
board.
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10. Agency Budget and Payments from Members.
Within this section, JPAs typically define their
agency’s fiscal year and stipulate the process
for adopting an annual budget. Additionally,
while some JPAs state their intention to achieve
financial sustainability through collecting fees
and or receiving public or private grants, some
agreements provide for annual or periodic
financial contributions from members.
The following discussion will examine four
JPAs, focusing on their budget and membership
funding structures. As the reader will see, JPAs
utilize a variety of member funding models to
operate their new agency.
a) The Sacramento Central Groundwater
Authority JPA mandates that an annual budget
shall be adopted within ninety (90) days after the
first governing board meeting and thereafter
prior to the commencement of each fiscal year
(defined as July 1 through June 30). The JPA
outlines a very detailed funding arrangement
from its members and parties represented on its
governing board. The JPA calls for an annual
$10,000 contribution from the five member
agencies. Additionally, surface water purveyors
are required to each pay $6,000 annually. Lastly,
the agency levies annual assessments on
governing board members based on their annual
groundwater extraction.
b) The San Joaquin Tributaries Authority JPA
mandates that its governing board shall approve
an annual budget at its initial meeting and before
the beginning of each fiscal year thereafter.
Funding for the budget is provided in equal
proportion by each member, except for matters
related to special projects which are separately
funded by participating members. The agreement
also requires each member’s governing body to
authorize its funding contribution before the
beginning of the fiscal year.
c) The Kern Groundwater Authority empowers
the agency’s governing board to set a date each
fiscal year as a deadline to adopt a budget for the
ensuing fiscal year. The JPA stipulates that the
agency shall be funded by both voluntary
contributions from third parties and assessments
on general members which are to be equal and
used towards activities generally applicable to all
members. This agreement stipulates that no
member shall be financially bound to the agency
except for its share of the annual assessment. Photo by Kelly M. Grow/CA DWRItem 12.a. - Page 38
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Any further special activities or projects are to be
funded separately through a project agreement.
d) The State and Federal Water Contractors
Agency JPA splits their agency’s funding into two
separate categories: general expenses and project
expenses. In order to Fund the general expenses
for the ongoing operations of the agency, the
parties created a general expenses account. This
account is funded through 50 percent contribu-
tions from the State Water Project Contractors
Authority and 50 percent from the San Luis &
Delta-Mendota Water Authority. For project
expenses, the JPA stipulates that each project is
to be funded by participating members at levels
established in separately prepared project
agreements.
Unique to SGMA, GSAs that include
representatives from small agriculture and or
disadvantaged communities on their governing
board may find these representatives are
necessary to develop a management structure
but unable to contribute funding to the agency.
A potential solution to this issue could be to
require a city, county, or other appointing agency
to cover the costs of all of its appointed members.
Under this approach, small agriculture and or
disadvantaged communities will be represented,
without a financial burden on their part, and the
GSA will remain funded.
Liabilities and Indemnification. California law
states that members are responsible for a newly formed
joint powers agency’s debts, liabilities, and obliga-
tions unless their JPA specifies otherwise.99 Thus, JPAs
commonly state that members do not intend to be liable,
either jointly or severally, for the new agency’s liabili-
ties, debts, and obligations.100 In practice, this means
that members can choose to not be responsible for the
joint powers agency’s debts, liabilities, or obligations,
shielding members from individual liability for the
agency’s actions.
Additionally, JPAs allowing special or specific proj-
ects amongst members commonly contain language
stating that all obligations, liabilities, and debts related
to the specific project are those of the members to
the project agreement and not the non-participating
parties.101 This language is intended to shield members
from the liabilities, debts, and obligations of the joint
powers agency. A number of the case studies and the
JPA template provided in this Guide (Chapter 6) show
examples of the kind of language used related to member,
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The ability to protect members from liability may be
limited with regard to tort action.102 Specifically, Cali-
fornia Government Code section 895.2 provides that
when public entities enter an agreement, they are jointly
and severally liable for the for any liability imposed by
law on any one of the entities or any entity created by
the agreement that is caused by negligent or wrongful
acts or omissions occurring in the agreement.103 This
section appears to conflict with California Government
Code section 6805.1, which empowers member entities
to choose whether they are responsible for the new
agency’s liabilities, debts, and obligations.104 However,
California Government Code section 895.4 provides that
as part of any agreement, the public entities may stipu-
late indemnification and contribution arrangements
amongst the members related to tort liability.105 In light
of this conflict, JPAs typically outline contribution and
or identification provisions.
Drafting the appropriate indemnification clause
depends on the parties’ agreement as it relates to shielding
individual members from financial liability and contri-
bution in the event a member or the agency is sued for
any tort actions. The JPA case studies in the appendix
and the template in the following chapter provide a wide
range of indemnification options existing agreements
utilize. Parties are encouraged to work closely with their
respective counsel to draft appropriate indemnification
clauses that suits their GSA member’s needs.
Termination and Member Withdrawal. Similar
to MOAs, nearly all JPAs have sections related to termi-
nating the agreement and the policies and procedures
related to the withdrawal of individual members. Similar
to MOAs, termination depends largely on the number
of agencies and whether an agency can exist if some
members leave. With the exception of addressing distri-
bution of agency assets upon termination, this section
will not separately address termination and member
withdrawal.
California law requires JPAs to provide for the dispo -
sition, division, or distribution of any property acquired
by the agency.106 Additionally, California law requires
JPAs to state that after the JPA achieves its purpose, any
surplus money on hand shall be returned in proportion
to the contributions made.107 Thus, agreements generally
list rather generic clauses citing California Government
Code section 6512, stating any surplus money on hand
after termination will be returned to members in propor -
tion to their contribution.
Regarding the fate of agency property after dissolu-
tion or termination, JPAs can take a number of different
approaches. For example, some JPAs stipulate that any
property is to be returned, if possible, to the member who
initially contributed it. All other property is to be sold and
the net proceeds distributed to members in proportion
to their contributions to initially acquire the property.108
Alternatively, other JPAs require that all agency
property be first offered for sale to the members on
conditions determined by the board.109 If no such sale is
consummated, then all property is then offered for sale to
the general public with the proceeds distributed amongst
the parties in proportion to their financial contributions
made to the agency.110 If no such sale is consummated
to the general public, then all property shall be given
equally to all the members that financed that acquisition
of the property.111
Lastly, some agreements envision passing along
agency property to a successor agency that carries out
the functions of the agency.112 If no such successor entity
exists, then the assets are to be returned to the parties
to the JPA in proportion to the contributions of each
party.113 Finally, if there is a successor public entity that
will carry out some of the functions of the agency and
assume some of its assets, the JPA calls for the agency’s
assets to be allocated through coordination between the
dissolved agency and the new quasi-successor public
agency.114
Aside from the statutory requirements listed above,
parties are largely free to dispose of agency property
upon dissolution in whatever manner they see fit.
Miscellaneous Provisions. Similar to the discus-
sion in Chapter 3, parties commonly include provisions
related to amending the agreement, dispute resolution,
construction of terms, providing proper notice, execu-
tion in counterparts, severability clauses, and integration
or complete agreement clauses. Examples discussed in
Chapter 3 or included in any of the provided case studies
are likely viable options for parties seeking to include
these matters in their GSA’s JPA.
California law states that members
are responsible for a newly formed
joint powers agency’s debts, liabilities,
and obligations unless their JPA
specifies otherwise.
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CHAPTER 5:
Template: Memorandum of Agreement
Parties
This Memorandum of Agreement (MOA) dated (enter date) is entered into among (party name), (party name), and
(party name), collectively referred to as the “Parties.” All Parties are Groundwater Sustainability Agencies located in
(name of basin) and formed pursuant to the Sustainable Groundwater Management Act (Act).
Recitals
WHEREAS, on September 16, 2014 Governor Jerry Brown signed into law Senate Bills 1168 and 1319 and
Assembly Bill 1739, known collectively as the Sustainable Groundwater Management Act; and
WHEREAS, the Act went into effect on January 1, 2015; and
WHEREAS, the legislative intent of the Act is to provide sustainable management of groundwater basins, to
enhance local management of groundwater, to establish minimum standards for sustainable groundwater manage-
ment, and to provide local groundwater agencies with the authority and the technical and financial assistance
necessary to sustainably manage groundwater; and
WHEREAS, the Parties are each Groundwater Sustainability Agencies overlying portions of (name of basin)
basin, a Bulletin 118 designated (high or medium priority) basin; and
WHEREAS, each GSA is responsible for groundwater management and SGMA compliance in their designated
management area; and
WHEREAS, Section 10720.7 of the Act requires all basins designated as high-or-medium priority basins
designated in Bulletin 118 be managed under Groundwater Sustainability Plans or coordinated Groundwater
Sustainability Plans pursuant to the Act; and
WHEREAS, the Parties are interested in collectively developing and implementing a single Groundwater
Sustainability Plan to sustainably manage (name of basin) basin pursuant to section 10727 et seq. of the Act;
NOW, THEREFORE, it is mutually understood and agreed as follows:
Section 1: Purpose and Authorities
This MOA is entered into by the Parties for the purpose of establishing a framework to develop and implement a single
Groundwater Sustainability Plan to sustainably manage (name of basin) basin that complies with the requirements set
forth in the Act.
Section 2: Definitions
The following terms, whether used in the singular or plural, and when used with initial capitalization, shall have the
meanings specified herein.
1. Act: refers to the Sustainable Groundwater Management Act, California Water Code section 10720 et seq.
2. Core Team: refers to the working group created in Section 3 of this MOA.
3. Executive Committee: refers to the working group created in Section 3 of this MOA.
4. Governing Body: means the legislative bodies, i.e. governing boards, of the Parties to this MOA.
5. Groundwater Sustainability Agency: refers to the agencies created by the Act responsible for implementing the
Act’s provisions.
6. Groundwater Sustainability Plan: is the basin plan for XXXX basin the Parties to this MOA are seeking to develop
and implement pursuant to the Act.
7. Memorandum of Agreement (MOA): refers to this agreement.
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Section 3: Agreement
I. Establishment of the (name of basin) Basin Groundwater Sustainability Plan (GSP) Executive Committee, GSP
Core Team, and Related Processes.
A. Establishment of the (name of basin) Basin Groundwater Sustainability Plan Executive Committee.
1. The Parties hereby establish the (name of basin) Basin GSP Executive Committee (Executive
Committee). Each party shall appoint a member to the Executive Committee.
2. Each Executive Committee member’s compensation for their service on the Executive Committee
will be the responsibility of the appointing Party.
3. Each Executive Committee member shall serve at the pleasure of the appointing Party, and may be
removed from the Executive Committee by the appointing Party at any time.
4. The Executive Committee will meet periodically as needed to carry out the activities described
below, but at least monthly. The Executive Committee will prepare and maintain minutes of its
meetings.
5. The Executive Committee’s primary responsibility is to oversee and supervise the Core Team. The
Executive Committee will be provided detailed status updates by the Core Team on the activities
described in this MOA.
6. The Executive Committee will provide information, guidance, and advice to the Core Team
regarding the (name of basin) GSP, on matters such as:
a. Developing a GSP that achieves the goals and objectives outlined in the Act;
b. Implementing the actions undertaken pursuant to this MOA and resolving any issues related to
these actions; and
c. Measures that may be implemented in the event insufficient or unsatisfactory progress is being
made in developing or implementing the Groundwater Sustainability Plan.
d. Developing a stakeholder participation plan that involves the public and area stakeholders in
developing and implementing the GSP.
7. Before Withdrawing from this MOA, all Parties agree to bring any disputes over any of the activi-
ties discussed in this MOA to the Executive Committee.
B. Establishment of the GSP Core Team.
1. The Parties hereby establish the Groundwater Sustainability Plan Core Team (Core Team) that will
develop a process to direct and coordinate GSP activities, including the development, planning,
financing, environmental review, permitting, implementation, and long-term monitoring of the
GSP.
2. The Core Team will consist of one representative from each Party to this MOA. Each Core Team
member serves at the pleasure of their appointing Party and may be removed by their appointing
Party at any time. A Party must notify all other Parties to this MOA in writing if that Party has
replaced their Core Team member.
3. Each Core Team member’s compensation for their service on the Core Team is the responsibility of
the appointing Party.
4. The Core Team shall develop and implement, with input and oversight from the Executive
Committee, a stakeholder participation plan that involves the public and area stakeholders in
developing and implementing the GSP.
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C. Core Team Meetings.
1. The Core Team will establish a meeting schedule for regular meetings to discuss Groundwater
Sustainability Plan development and implementation activities, assignments, and ongoing work
progress.
2. The Core Team may establish and schedule meetings of subcommittees as they see fit to coordinate
development and implementation of the Groundwater Sustainability Plan.
3. Attendance at all Executive Committee and Core Team meetings may be augmented to include
staff or consultants to ensure that the appropriate expertise is available.
4. The Core Team will meet at least quarterly with the Executive Committee, and more frequently as
needed, to provide status updates and discuss matters covered in this MOA.
5. The Core Team shall establish a Financial Management and Review Coordinating Committee that
will meet monthly and report to the Core Team. The purpose of this committee is to assist the Core
Team in monitoring and managing invoicing, payments, cash flow, and other financial matters as
directed by the Core Team.
II. Roles and Responsibilities of the Parties.
A. The Parties will work jointly to meet the objectives of this MOA.
B. The Parties will appoint representatives to the Executive Committee and Core Team.
C. The Parties are each responsible for implementing the GSP in their respective management areas.
D. The Parties will coordinate all activities related to fulfillment of the objectives of this MOA. The Parties
shall cooperate with one another and work as efficiently as possible in the pursuit of all activities and deci-
sions described in this MOA and those that are not particularly described but which are related to or arise
out of the activities that are described.
E. Coordinated by the Executive Committee and Core Team, the Parties will participate in public outreach
and stakeholder engagement in the development and implementation of the GSP.
F. As requested by the Executive Committee or Core Team, each of the Parties will provide expertise, guid-
ance, and data on those matters for which it has specific expertise or authority, as needed to carry out the
objectives of this MOA.
G. After execution of this MOA, the Core Team shall develop a plan that describes the anticipated tasks to be
performed under this MOA and a schedule for performing said tasks. The Plan and Schedule shall become
part of this MOA through reference and exhibit. The Plan will be referred and amended as necessary to
conform to developing information, permitting, and other requirements. Therefore, this exhibit may be
revised from time to time upon agreement of the Core Team without constituting an amendment to this
MOA.
H. The Parties will provide support to the Executive Committee and Core Team by contributing staff time,
information, and facilities within available resources.
III. MOA Funding. Parties will likely choose A, B, C or a variation thereof to fund their MOA.
A. Option One: Each Party’s participation in this MOA is at their sole cost and expense. Each Party may, but
is not required, contribute funds towards implementing this MOA’s objectives.
B. Option Two: The Parties shall mutually develop a budget and cost sharing agreement for the work to be
undertaken by this MOA. Both the budget and cost sharing agreement shall be determined prior to any
financial expenditures or incurrence of any financial obligations or liabilities by the Executive Committee
or Core Team.
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C. Option Three: The parties agree to fund all costs and expenses associated with implementing this MOA
equally between one another. With the exception of the compensation of each members’ representatives
on the Executive Committee and Core Team with shall be borne by the Party. On an annual basis, the
Financial Management and Review Coordination Committee shall provide the Executive Committee with
an expenses log containing each Party’s expenditures from the previous year related to this MOA. The
Executive Committee shall send invoices to the appropriate Parties to ensure each Party pays a propor-
tionate share of the costs and expenses under this MOA.
IV. Interagency Communication and Providing Proper Notice.
A. Interagency Communication. To provide for consistent and effective communication between parties, each
party agrees to designate their Executive Committee representative as their central point of contact on
matters relating to this MOA. Additional representatives may be appointed to serve as points of contact on
specific actions or issues.
B. Providing Proper Notice. All notices, statements, or payments related to implementing the objectives of this
MOA shall be deemed to have been duly given if given in writing and either delivered personally or mailed
by first-class, registered, or certified mail as follows:
NOTE: Here the parties would list their GSA’s address for notices to be delivered.
V. Termination and Withdrawal.
A. Terminating the Agreement. This MOA may be terminated upon unanimous written consent of all the
Parties.
B. Withdrawal. A Party may unilaterally withdraw from this MOA without causing or requiring termination
of the MOA, effective upon thirty (30) days written notice to the remaining Parties’ designated addresses
as listed in “Providing Proper Notice” section above. A Party that has withdrawn from this MOA shall
remain obligated to pay its share of expenses and obligations as outlined in the budget and cost share
agreement incurred or accrued up to the date the Party provided notice of withdrawal.
VI. Amending this MOA.
A. This MOA may be amended only by a subsequent writing, approved and signed by all Parties. Approval
from a Party is valid only after that Party’s Governing Body approves the amendment at a public meeting.
Executive Committee Members, Core Team Members, and individual Governing Board members do not
have the authority, express or implied, to amend, modify, waive or in any way alter this MOA of the terms
and conditions hereof.
VII. Indemnification. Below are two examples of possible indemnification clauses. Parties are encouraged to work
with their counsel on drafting appropriate clauses reflecting the Parties wishes.
A. Option One: To the fullest extent permitted by law, the Parties shall indemnify and hold harmless and
defend each other, their directors, officers, employees, agents, and/or authorized volunteers from and
against all liabilities, claims, demands, losses, damages, and costs, including reasonable attorney’s fees and
litigation of all persons in any way arising out of the performance (or actual or alleged non-performance)
of the any Party’s duty under the MOA.
B. Option Two: No Party, nor any officer or employee of a Party, shall be responsible for any damage or
liability occurring by reason of anything done or omitted to be done by another Party under or in connec-
tion with this MOA. The Parties further agree, pursuant to California Government Code section 895.4,
that each Party shall fully indemnify and hold harmless each other Party and its agents, officers, employees
and contractors from and against all claims, damages, losses, judgments, liabilities, expenses, and other
costs, including litigation costs and attorney fees, arising out of, resulting from, or in connection with any
work delegated to or action taken or omitted to be taken by such Party under this MOA.
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VIII. Miscellaneous.
A. Execution in Counterparts. The Parties intend to execute this MOA in counterparts. It is the intent of the
Parties to hold one (1) counterpart with single original signatures to evidence the MOA and to thereafter
forward (# of Parties to MOA) other original counterparts on a rotating basis for all signatures. Thereafter,
each Party shall be delivered an originally executed counterpart with all Party signatures.
B. Term of MOA. The term of this MOA is indefinite and will cease existence only upon termination by the
Parties pursuant to Section V of this MOA.
C. Choice of Law. This MOA is made in the State of California, under the Constitution and laws of such State
and is to be so construed.
D. S everability. If any provision of this MOA is determined to be invalid or unenforceable, the remaining
provisions will remain in force and unaffected to the fullest extent permitted by law and regulation.
E. Entire Agreement. This MOA constitutes the sole, entire, integrated and exclusive agreement between the
Parties regarding the contents herein. Any other contracts, agreements, terms, understandings, promises
or representations not expressly set forth or referenced in this writing are null and void and of nor force
and effect.
F. Construction and Interpretation. The Parties agree and acknowledge that this MOA has been developed
through negotiation, and that each party has had a full and fair opportunity to revise the terms of this
MOA. Consequently, the normal rule of construction that any ambiguities are to be resolved against the
drafting party shall not apply in construing or interpreting this MOA.
DATED: BY:
<<SIGNATURE BLOCK>>Photo: CA DWRItem 12.a. - Page 45
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CHAPTER 6:
Template: Joint Powers Agreement Forming the [name of
basin] basin Groundwater Sustainability Agency
This Joint Powers Agreement (“Agreement”) is made and entered into by and among the (name of party), (name
of party), and (name of party), all of which are California irrigation districts, the City of (name of city), a municipal
corporation, and the County of (name of county), a political subdivision of the State of California, which are referred
to herein individually as a “Party” and collectively as “Parties,” for the purposes of forming a joint powers agency
to serve as the Groundwater Sustainability Agency in the (name of basin) basin. This joint powers agency shall
hereinafter be known as the (name of basin) Basin Groundwater Sustainability Agency (GSA).
Recitals
WHEREAS, each of the Parties to this Agreement is a local government entity with either water supply, water
management, or land use responsibilities within (name of basin) basin; and
WHEREAS, pursuant to the Joint Exercise of Powers Act (Chapter 5 (commencing with Section 6500) of Division
7 of Title 1 of the California Government Code), two or more public agencies may by agreement jointly exercise any
power held in common by agencies entering into such an agreement; and
WHEREAS, on September 16, 2014 Governor Jerry Brown signed into law Senate Bills 1168 and 1319 and
Assembly Bill 1739, known collectively as the Sustainable Groundwater Management Act (the Act); and
WHEREAS, the Act went into effect on January 1, 2015; and
WHEREAS, the Act seeks to provide sustainable management of groundwater basins, enhance local manage-
ment of groundwater, establish minimum standards for sustainable groundwater management, and provide local
groundwater agencies with the authority and the technical and financial assistance necessary to sustainably manage
groundwater; and
WHEREAS, upon execution of this joint powers agreement, the Parties intend for the joint powers agency
formed pursuant to this Agreement to elect to be the Groundwater Sustainability Agency within the boundaries
provided in Exhibit A for (name of basin) basin; and
WHEREAS, section 10720.7 of the Act requires all basins designated as high-or-medium priority basins desig-
nated in Bulletin 118 be managed under Groundwater Sustainability Plans or coordinated Groundwater Sustainability
Plans pursuant to the Act; and
WHEREAS, this joint powers agency’s service area overlies portions of (name of basin) basin, a Bulletin 118
designated (high or medium priority) basin; and
WHEREAS, the Parties, acting through and by the (name of basin) basin Groundwater Sustainability Agency
intend to work cooperatively with other Groundwater Sustainability Agencies operating in (name of basin) basin to
manage the basin in a sustainable fashion pursuant to the requirements set forth in the Act.
NOW, THEREFORE, in consideration of the promises, terms, conditions, and covenants contained herein, the
City of (name), the County of (name), and (name of party) hereby agree as follows.
Article 1. Definitions
As used in this Agreement, unless context requires otherwise, the meanings of the terms set forth below shall be as
follows:
1.1. “Act” refers to the Sustainable Groundwater Management Act.
1.2. “Agency” means the (name of basin) basin Groundwater Sustainability Agency.
1.3. “Agreement” means this Joint Powers Agreement, which creates the (name of basin) Basin
Groundwater Sustainability Agency
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1.4. “Committee” shall mean any committee established pursuant to Article thirteen (13) of this
Agreement.
1.5. “Effective Date” means the date on which the last Party executes this Agreement.
1.6. “Fiscal Year” means July 1 through June 30.
1.7. “Governing Board” means the governing body of the Agency.
1.8. “Board Member” or “Board Members” means members of the Agency’s Governing Board.
1.9. “Member’s Governing Body” means the Board of Directors or other voting body that controls
t he individual public agencies that are members of the Agency.
1.10. “Member” means a public entity, including each of the Parties that satisfies the requirements of
Article fourteen (14) (Membership) of this Agreement.
1.11. “Special Project” means a project undertaken by some, but not all Members of the Agency.
1.12. “State” means the State of California
Article 2. Creation of a Separate Entity
2.1. Upon the effective date of this Agreement, Basin Groundwater Sustainability Agency (Agency) is hereby
created. Pursuant to the provisions of Article I, Chapter 5, Division 7 of Title 1 of the California Government Code,
commencing with section 6500, the Agency shall be a public agency separate from its members. The principle offices
shall be located at (name of city/county) or at such other place as the Governing Board shall determine.
2.2. The boundaries of the Agency shall be as follows [insert boundary description; Example: See Sacramento
Central Groundwater JPA, p. 5]. Attached hereto and incorporated herein is Exhibit A, a map showing the boundaries
of the Agency.
Article 3. Term
3.1. This Agreement shall become effective upon execution by each of the Parties and shall continue in full force
and effect until terminated pursuant to the provisions of Article 18 (Termination and Withdrawal).
Article 4. Purpose of the Agency
4.1. The purpose of this Agreement is to create a joint powers agency separate from its Members that will elect
to be the Groundwater Sustainability Agency for (either entire basin or portion of the basin).
4.2. To develop, adopt, and implement a Groundwater Sustainability Plan for (name of basin or portion of the
basin) in order to implement the Act’s requirements and achieve the sustainably goals outlined in the Act.
4.3. To involve the public and area stakeholders through outreach and engagement in developing and imple-
menting the (name of basin) Groundwater Sustainability Plan.
4.4. (If applicable) To coordinate and cooperate with other Groundwater Sustainability Agencies operating in
(name of basin) basin in order to meet the sustainability requirements outlined in the Act.
Article 5. Powers of the Agency
5.1. Restrictions on Exercise of Powers. In accordance with California Government Code section 6509, the following
powers shall be subject to the restrictions upon the manner of exercising such powers pertaining to (name a party).
NOTE: As discussed in Chapter 3, JPAs generally either contain a simple, broadly worded statement empow-
ering their agency or a very detailed list of the agency’s powers. This section will present both options.
5.1. Option One: Powers. The Agency is hereby authorized, in its own name, to do all acts necessary for carrying
out the purposes of this agreement. Upon successfully electing to be a Groundwater Sustainability Agency, the Agency
is hereby authorized to exercise all additional powers granted to Groundwater Sustainability Agencies in the Act.
5.1. Option Two: Powers. Subject to the limitations addressed herein, the Agency shall have the power, in the
name of the Agency to exercise the common powers of the Members, including but not limited to, the following:
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5.1.1. Employ agents, consultants, advisors, independent contractors, and employees.
5.1.2. Make and enter into contracts with public or private entities, including the State of California
and the United States, and one another.
5.1.3. Acquire, hold, and convey real and personal property.
5.1.4. Incur debts, obligations, and liabilities; and by unanimous vote of the Governing Board to issue
bonds, notes, or other similar evidence of debt.
5.1.5. To borrow money.
5.1.6. Accept contributions, grants, or loans from any public or private agency or individual in the
United States or any department, instrumentality, or agency thereof for the purpose of financing its
activities.
5.1.7. Invest money that is not needed for immediate necessities, as the Governing Board determines
advisable, in the same manner and upon the same conditions as other local entities in accordance with
section 53601 of the California Government Code.
5.1.8. Reimburse Agency members for the actual amounts of reasonable and necessary expenses
incurred in attending the Agency’s meetings or any committee of the Agency in performing the duties of
their officer, subject to Governing Board policy and budget authorization.
5.1.9. Sue and be sued; provided that a Member agency may determine not to participate in the affir-
mative litigation.
5.1.10. Undertake all other acts reasonable and necessary to carry out the Purpose of this Agreement.
5.1.11. Employ or retain a full time or part time supporting staff.
5.1.12. Exercise and/or delegate all additional powers granted to Groundwater Sustainability Agencies
by the Act upon successful election to be a Groundwater Sustainability Agency for (name of basin) basin.
5.2. The Agency shall not have the power to bind any Member to any monetary obligation whatsoever by this
Agreement other than that unanimously authorized by the mutual written consent of the Members.
5.3. The Agency and all of its Members confirm that nothing contained herein shall grant the Agency any power
to alter any water right, contract right, or any similar right held by its Members, or amend Member’s water delivery
practice, course of dealing, or conduct without the express consent of the holder thereof.
Article 6. Agency Governing Board
NOTE: This section will present three governing board formation options. Parties may need to edit these clauses to
reflect their governing board’s seat total, parties represented, and respective member appointing powers.
6.1. Governing Board Option One. Membership of Governing Board. The Agency shall be governed by a
Governing Board consisting of one (1) Board Member representing each Member.
6.2. Requirements. Each Board Member must be appointed by one of the Members and sit on the Governing
Board of the appointing Member. Each Board Member shall certify to the Secretary in writing that he or she has
been appointed to be a Board Member by the Member and that he or she meets the qualifications established by
this section, 6.2.
6.3. Alternate Board Members. Each Member shall appoint one Alternate Board Member. The Alternate Board
Member must meet the requirements set forth in section 6.2. Alternate Board Members have no vote at Governing
Board meetings if the Board Member is present. If the Board Member is not present, the Alternate Board Member
shall be entitled to participate in all respects as a regular Board Member.
6.4. Removal of Board Members. Board Members and Alternate Board Members shall serve at the pleasure of
their appointing Member’s Governing Board and may be removed or replaced at any time. A Board Member that no
longer meets the qualifications set forth in section 6.2 is automatically removed from the Agency Governing Board.
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Upon removal of a Board Member, the Alternate Board Member shall serve as a Board Member until a new Board
Member is appointed by the Member. Members must submit any changes in Board Member or Alternate Board
Member positions to the Secretary in writing and signed by the Member.
6.1. Governing Board Option Two. Formation of Governing Board. The Agency shall be governed by a Governing
Board consisting of nine (9) seats. (NOTE: Parties should free to change member appointment allocation as needed)
6.1.1. Member 1, Member 2, Member 3, and Member 4 will each appoint one (1) Board Member to the
Governing Board.
6.1.2. Member 5 will appoint three (3) Board Members to the Governing Board.
6.1.3. Member 6 will appoint two (2) Board Members to the Governing Board.
6.2. Requirements. The Board Members shall be directors, officers, or employees of the Members. Each Board
Member shall certify to the Secretary in writing that he or she has been appointed to be a Board Member by the
Member and that he or she meets the qualifications established by this section 6.2.
6.3. Alternate Board Member. Each Member shall appoint one Alternate Board Member for each Board Member
it appoints. Alternate Board Members shall have no vote if the Board Member is present. If the Board Member is not
present, the Alternate Board Member appointed by the Member to act in his/her place may cast a vote.
6.4. Removal of Board Members. Board Members and Alternate Board Members serve at the pleasure of their
respective Members and may be removed or replaced at any time. Upon removal of a Board Member, the Alternate
Board Member shall serve as Board Member until a new Board Member is appointed by the Member. Members
must submit any changes in Board Member or Alternate Board Member positions to the Secretary in writing and
signed by the Member.
6.1. Governing Board Option Three. Membership of Governing Board. The governing body of the Agency shall
be a Governing Board of fourteen (14) members consisting of the following representatives who shall be appointed
in the manner set forth in (list section of agreement where appointing procedure is addressed). The composition
of the Governing Board is as follows:
6.1.1. An elected member of the governing board or designated employee of each of the following
public agencies: (List public agencies; examples, cities, counties, sanitation district, water district.)
6.1.2. An elected member from the governing board of each of the following public agencies:
6.1.3. A member of the board of directors, or designee thereof, of each of the following private water
purveyors or investor owned utilities:
6.2. Appointment of Members to the Governing Board. In order to represent the constituents of some of the
Parties, certain Members will be empowered to appoint representative members to the Governing Board as follows:
(NOTE: Parties utilizing this option will want to define the following “interests” in their JPA’s “definitions” section).
6.2.1. County shall appoint the following representative as members of the Governing Board:
• One representative of Agricultural Interests within the boundaries of the Agency.
• One representative of Disadvantaged Communities that rely on groundwater within the
boundaries of the Agency.
• One representative of Conservation Interests within the boundaries of the Agency.
• One representative of a Private Water Company or Mutual Water Company that pumps
groundwater within the boundaries of the Agency.
6.2.2. (name of water district) Water District shall appoint the following representatives as members of
the governing board:
• One representative of de minimus or domestic extractors that use two acre-feet or less per year;
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• One representative from mid-sized agricultural groundwater users extracting more than (list
number) acre-feet per year;
• One representative from large agricultural groundwater users, extracting more than (list number)
acre-feet per year.
6.3. Adjustment to Composition of the Governing Board. Should the circumstances change in the future, any
person or entity may petition the Members hereto to amend this Agreement so as to add or delete representatives to
the Governing Board to accurately reflect groundwater production within the boundaries of the authority.
6.4. Terms of Office. The term of office for (party name) and (party name) members for each member of the
Agency’s Governing Board is four (4) years. For the purpose of providing staggered terms of office, the term of the
initial representatives appointed by (party name), shall be for a period of two (2) years. Thereafter, the term of officer
for each representative appointed by (list party name(s)), shall be for a period of four (4) years. Each member of the
Governing Board shall serve at the pleasure of the appointing member and may be removed from the Governing
Board by the appointing members at any time. If at any time a vacancy occurs on the Governing Board, a replace-
ment shall be appointed to fill the unexpired term of the previous Board Member pursuant to (provision outlining
appointing procedure) and within ninety (90) days of the date that such position becomes vacant.
Article 7. Associate Members
7.1. Associate Member. (name party) may be an associate member of the Agency. Associate members shall be
entitled to participate in the meetings and discussions of the Governing Board but associate members shall not have
the power to vote on any action to be taken by the Agency or to become an officer of the Agency.
7.2. Removal or Addition of Associate Members. The Governing Board may remove any associate member or
appoint any party or individual as an associate member upon an affirmative vote from three quarters of Board
Members.
Article 8. Officers
8.1. Officers. The Governing Board shall select a Chairman, Vice-Chairman, Secretary, and any other officers
as determined necessary by the Governing Board.
8.1.1. The Chairman shall preside at all Governing Board Meetings.
8.1.2. The Vice-Chairman shall act in place of the Chairman at meetings should the Chairman be
absent.
8.1.3. The Secretary shall keep minutes of all meetings of the Governing Board and shall, as soon as
possible after each meeting, forward a copy of the minutes to each member and alternate of the Governing
Board.
8.1.4. All Officers shall be chosen at the first Governing Board meeting and serve a term for two (2)
years. An Officer may serve for multiple consecutive terms. Any Officer may resign at any time upon
written notice to the commission.
Article 9. Treasurer, Controller, and Legal Counsel
9.1. Treasurer and Controller. The [select specific member] treasurer shall act as treasurer and controller for
the Agency. The controller of the Agency shall cause an independent audit of the Agency’s finances to be made by
a certified public accountant in compliance with California Government Code section 6505. The treasurer of the
Agency shall be the depositor and shall have custody of all money of the Agency from whatever source. The controller
of the Agency shall draw warrants and pay demands against the Agency when the demands have been approved
by the Agency or any authorized representative pursuant to any delegation of Agency adopted by the Agency. The
treasurer and controller shall comply strictly with the provisions of statutes relating to their duties found in Chapter
5 (commencing with section 6500) of Division 7 if Title 1 of the California Government Code.
9.2. Legal Counsel. The Governing Board shall appoint legal counsel as it deems appropriate.
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Article 10. Executive Director
10.1. Appointment . The Governing Board shall hire an Executive Director who shall be compensated for his or
her services, as determined by the Governing Board.
10.2. Duties. The Executive Director shall be the chief administration officer or the Agency, shall serve at the
pleasure of the Governing Board, and shall be responsible to the Governing Board for the proper and efficient
administration of the Agency. The Executive Director shall have the powers designated in the Bylaws.
10.3. Staff. The Executive Director shall employ such additional full-time and or part-time employees, assistants,
and independent contractors that may be necessary from time to time to accomplish the purposes of the Agency,
subject to the approval of the Governing Board for any contract in excess of (list dollar amount).
Article 11. Governing Board Voting
11.1. Voting Option One. Quorum. A majority of Board Members shall constitute a quorum for the transaction
of business. In the absence of a quorum, any meeting of the Governing Board may be adjourned from time to time
by a majority present, but no other business may be transacted.
11.2. Board Member Votes. Each Board Member shall have one (1) vote. Except as otherwise specified in this
Agreement, all decisions, including the decision of whether or not to initiate litigation, shall be made by the affirma-
tive vote of a majority of Board Members.
11.1. Voting Option Two. Quorum. Two-thirds of Board Members shall constitute a quorum for the transaction
of Agency business. Any Board Member abstaining from a vote shall be counted for purposes of determining the
existence of a quorum, but shall not be deemed to be voting.
11.2. Board Member Votes. Each Board Member (or in his or her absence Alternate Board Member) shall be
entitled to one (1) vote. Any action by the Governing Board shall require a two-thirds vote of all Board Members.
Any amendment to this Agreement shall be governed by section 19.3 of this Agreement.
11.3. Committee Voting Procedures. Two-thirds of members of a committee shall constitute a quorum. All
questions and matters of any nature coming before any committee shall be determined, provided a quorum is
present, by the concurrence of 75 percent of members of such committee (as applicable) present and voting on such
matter. Any committee member abstaining from a vote shall be counted for purposes of determining the existence
of a quorum, but shall not be deemed to be voting.
11.1. Voting Option Three. Quorum. A majority of the members of the Governing Board shall constitute a
quorum for purposes of transacting business, except less than a quorum may vote to adjourn a meeting.
11.2. Board Member Votes. Each member of the Governing Board of the Agency shall have one (1) vote. With
the exception to fiscal items in section 11.3 and 11.4 below, an affirmative vote by a majority of all Board Members
is required to approve any item.
11.3. Voting on Fiscal Items. Fiscal items, including but not limited to, approval of the annual budget of the
Agency and any expenditures, shall require an affirmative vote by a majority of all the Board Members that includes
affirmative votes by all of the representatives of (name parties whose vote must be included).
11.4. Voting on Annual Contributions. Any change in annual contributions necessary to support the work of
the Agency shall require an affirmative vote of (list number) Board Members out of the total (list number) Board
Members (Example 11 votes out of 16 possible votes) that includes affirmative votes by all of the representatives of
(list parties).
Article 12. Agency Meetings
12.1. Initial Meeting. The initial meeting of the Agency’s Governing Board shall be called by (name party) and
held in (name location (ex. city or county)), California within (number of days) days of the effective date of this
Agreement.
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12.2. Time and Place. The Governing Board shall meet at least quarterly at a time and place set by the Governing
Board, and at such other times as determined by the Governing Board.
12.3. Conduct . All meetings of the Governing Board shall be noticed, held, and conducted in accordance with
the Ralph. M. Brown Act to the extent applicable. Board Members and Alternate Board Members may use telecon-
ferencing in connection with any meeting in conformance with and to the extent authorized by the applicable laws.
Article 13. Committee Formation
13.1. Internal Committee Formation. There shall be established such internal committees as the Governing
Board shall determine from time to time. Each such internal committee shall be comprised of representatives of
the Members, shall exist for the term specified in the action establishing the committee, shall meet as directed by
the Governing Board, and shall make recommendations to the Governing Board on the various activities of the
Agency. The Governing Board may delegate authority to the internal committee to administer or implement the
various activities of the Agency.
13.2. External Advisory Committee Formation. The Governing Board shall establish one or more advisory
committees comprised of diverse social, cultural, and economic elements of the population and area stakeholders
within (name of basin). The Governing Board shall encourage the active involvement of the advisory committee(s)
prior to and during the development and implementation of the Groundwater Sustainability Plan. The Governing
Board will ensure that at least one (1) member from the Governing Board or Agency employee attends and participates
in each advisory committee meeting.
Article 14. Membership
14.1. Initial Members. The initial Members of the Agency shall be (list all parties) as long as they have not,
pursuant to the provisions thereof, withdrawn from this Agreement in accordance with the terms thereof.
14.2. New Members. Additional Parties may join this Agreement and become a Member provided that the
prospective new member, (a) is eligible to join a Groundwater Sustainability Agency as provided by the Act, (b)
possesses powers common to all other Members, (c) receives an affirmative vote from a majority of Board Members,
(d) pays all previously incurred costs that the Governing Board determines have resulted in benefit to their agency,
(e) pays all applicable fees and charges, and (f) agrees in writing to the terms and conditions of this Agreement.
Article 15. Specific Projects
15.1. Projects. The Agency intends to carry out activities in furtherance of its purposes and consistent with the
powers established by the Agreement with the participation of all Members.
15.2. Member Specific Projects. In addition to the general activities undertaken by all Members of the Agency,
the Agency may initiate specific projects or litigation that involves less than all Members. No Member shall be
required to be involved in a Project that involves less than all the Members.
15.3. Project Agreement. Prior to undertaking any project or litigation that does not involve all Member Agencies,
the Members electing to participate in the Project shall enter into a Project Agreement. A Member may elect not to
participate in a specific project or litigation matter by providing notice and not entering into the Project Agreement
specific to the matter in which the Member has elected not to participate. Each Project Agreement shall provide the
terms and conditions by which the Members that enter into the Project Agreement will participate in the Project.
All assets, rights, benefits, and obligations attributable to the Project shall be assets, rights, benefits, and obligations
of those Members which have entered into the Project Agreement. Any debts, liabilities, obligations, or indebtedness
incurred by the Agency in regard to a particular Project shall be the debts, liabilities, obligations, and indebtedness
of those Members who have executed the Project Agreement in accordance with the terms thereof and shall not be
the debts, liabilities, obligations, and indebtedness of those Members who have not executed the Project Agreement.
Further, to the extent the Project is litigation, the Members who have not entered into the Project Agreement shall
not be named or otherwise listed in the pleadings and/or appear on litigation materials.
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15.4. Governing Board Approval. The Governing Board shall have the authority to disapprove any Project Agree -
ment upon a determination that the Project Agreement has specific, substantial adverse impacts upon Members that
have not executed the Project Agreement.
Article 16. Budget and Expenses
16.1. Option One. Budget. The Governing Board shall approve a budget at its initial meeting and before the
beginning of each fiscal year thereafter. Funding for the budget shall be provided in equal proportion by each Party,
except as to specific projects or litigation matters in which a Member has not elected to participate. Each Member’s
Governing Body shall authorize its funding contribution before the beginning of the fiscal year.
16.2. Each of the Parties may, but are not required to, contribute additional money, office space, furnishings,
equipment, supplies, or services as their respective Governing Boards may deem appropriate.
16.3. Funds may also be derived through State and Federal grants, or other available sources. The Agency may
also apply for available State and Federal funds and shall make new and additional applications from time to time
as appropriate. The Agency may also establish and collect various fees, leases, or rents as may be authorized by law
under the common powers of all the Parties.
16.4. The Agency may accepts and expend funds from public or private sources subject to the legal restrictions
which are set forth in the common powers of the Parties for the purpose of carrying out its powers, duties, respon-
sibilities, and obligations specified in this Agreement.
16.5. The Agency shall be limited to the making of expenditures or incurring of liabilities in the amount of the
appropriations allowed by the budget as adopted and revised by the Agency.
16.1. Option Two. General Expense Accounts. For the purpose of funding general expenses for the ongoing
operations of the Agency, there shall be established by the Governing Board and approved in connection with the
annual budget process a General Expense Account. Contributions to the General Expense Account shall be allocated
fifty (50) percent to (name of party) and fift y (50) percent to (name of party).
16.2. Project Expense. Expenses associated with each Project shall be allocated among those Members partici-
pating in the Project. The method of allocation shall me established by the participating members through the
Project Agreement.
16.1. Option Three. The Agency shall initially be funded as follows:
16.2. City and County Contributions. Annual contribution by the Cities of (list city) and County of (list county)
in the amount of ten thousand dollars ($10,000.00) each. (These entities shall not be required to pay any additional
fee or assessment, such as those described in 16.4.).
16.3. Water Agency Contributions. An annual contribution by each of those Water Agencies represented on the
Governing Board in the amount of six thousand dollars ($6,000.00).
16.4. Groundwater Extractor Contribution. An annual contribution of those water purveyors represented on the
Governing Board, other than those entities listed in subsection 16.2 above, that are actively delivering groundwater,
calculated at the rate of (list price) per acre foot of groundwater pumped from the basin.
16.5. Budgets. Within ninety (90) days after the first meeting of the Governing Board of the Agency, and thereafter
prior to the commencement of each fiscal year, the Governing Board shall adopt a budget for the Authority for the
ensuing fiscal year.
16.6. Changing Annual Contributions. The Governing Board of the Agency may, at its discretion, adjust the
funding contributions set forth in this article, subject with the voting requirements prescribed in this Agreement.
Article 17. Liability and Indemnification
17.1. Liability. In accordance with California Government Code section 6508.1, the debts, liabilities, and obliga-
tions of the Agency shall be the debts, liabilities, and obligations of the Agency alone, and not the Members.
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17.2. Option One. Indemnification. The Agency shall indemnify, defend, and save harmless the Members, their
officers, agents, and employees, from and against any and all claims and losses whatsoever, occurring or resulting
to persons, firms, or corporations furnishing or supplying work, services, materials or supplies to the Agency in
connection with the performance of this Agreement, and, except as expressly provided by law, from any and all
claims and losses accruing or resulting to any persons, firm or corporation, for damage, injury, or death arising
out of or connected with the Agency’s performance of its obligations under this Agreement. The Agency may also
acquire such policies of directors and officers liability insurance and in such amounts as the Governing Board shall
deem prudent.
17.2. Option Two. Indemnification. The members of the Governing Board, officers, and employees of the Authority
shall use ordinary care and reasonable diligence in the exercise of their powers, and in the performance of their
duties pursuant to this Agreement. They shall not be liable to the parties to this agreement for any mistake of judge-
ment or any other action made, taken, or omitted by any agent, employee, or independent contractor selected with
reasonable care, nor for loss incurred through the investment of the Agency’s funds, or failure to invest the same.
17.3. To the extent authorized under California law, no Board Member, officer, or employee of the Agency shall
be responsible for any action made, taken, or omitted, by any other Board Member, officer or employee.
17.4. The funds of the Agency shall be used to defend, indemnify, and hold harmless the Agency and any Board
Member, officer, or employee of the Agency for actions taken in good faith and within the scope of his or her authority.
Nothing herein shall limit the right of the Authority to purchase insurance or to create a self-insurance mechanism
to provide coverage for the foregoing indemnity.
Article 18. Withdrawal and Termination
18.1. Withdrawal. A Member may unilaterally withdraw from this Agreement without causing or requiring
termination of this Agreement, effective upon sixty (60) days written notice the remaining Members.
18.2. Effect of Withdrawal. Any Member who withdraws shall remain obligated to pay its share of all debts,
liabilities, and obligations of the Agency incurred or accrued prior to the effective date of such withdrawal, other than
debts, liabilities, and obligations incurred pursuant to any Project Agreement to which the withdrawing Member
is not a participant.
18.3. Termination of Agency. This Agreement may be rescinded and the Agency terminated by unanimous
written consent of all Members, except during the outstanding term of any Agency indebtedness. Nothing in this
Agreement shall prevent the Members from entering into other joint exercise of power agreements.
18.4. Disposition of Agency Assets upon Termination.
18.4.1. Surplus Funds. Upon termination of this Agreement, any reserves or surplus money on-hand
shall be returned to the Members in the same proportion said Members have funded such reserves or
surplus, in accordance with California Government Code section 6512.
18.4.2. Agency Property. The Agency shall first offer any assets of the Agency for sale to the Members
on terms and conditions determined by the Governing Board. If no such sale to Members is consummated,
the Board shall offer the assets of the Agency for sale to any non-member for good and adequate consider-
ation on terms and conditions determined by the Governing Board.
Article 19. Miscellaneous
19.1. Notices. Notices hereunder shall be sufficient if delivered via electronic mail, First-Class mail or facsimile
transmission to the addresses following the Party signature blocks hereafter.
19.2. Bylaws . At, or as soon as practicable after the first Governing Board meeting the Governing Board shall
draft and approve Bylaws of the Agency to govern day-to-day operations of the Agency.
19.3. Amendment. This Agreement may be amended at any time, by mutual agreement of the Members, provided
that before any amendments shall be operative or valid, it shall be reduced to writing and signed by all Members
hereto.
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19.4. Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining
provisions will remain in force and unaffected to the fullest extent permitted by law and regulation.
19.5. Execution in Counterparts. The Parties intend to execute this Agreement in counterparts. It is the intent of
the Parties to hold one (1) counterpart with single original signatures to evidence the Agreement and to thereafter
forward (# of Parties to Agreement) other original counterparts on a rotating basis for all signatures. Thereafter,
each Party shall be delivered an originally executed counterpart with all Party signatures.
IN WITNESS WHEREOF, the parties hereto execute this Agreement on the date first written above.
<<SIGNATURE BLOCKS>>Photo: CA DWRItem 12.a. - Page 55
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1 Wat. Code, § 10721, (j)
2 Wat. Code, § 10721, (m)
3 Wat. Code, § 10723, (a)
4 Wat. Code, § 10721, (k)
5 Wat. Code, § 10735.2, (a)(1)
6 Wat. Code, § 10724, (a)
7 Wat. Code, § 10720.7, (a)(1)
8 Wat. Code, § 10720.7, (a)(2)
9 Wat. Code, § 10735.2 et seq.; Although probationary status is basin-wide, there is an exception. The board will exclude from probationary status any portion of a basin
for which a GSA can demonstrate compliance with the “sustainability goal” (Wat. Code, § 10735.2 (e))
10 Although the language of SGMA does not expressly prohibit managing outside agency boundaries, the spirit and intent of the act does not contemplate this.
11 Wat. Code, § 10735.2, (a)(1)
12 Wat. Code, § 10723.6, (a)(1), (2)
13 Wat. Code, § 10721, (j)
14 Wat. Code, § 10723, (b)
15 Id.
16 Wat. Code, § 10723.8, (a)
17 Wat. Code, § 10723.8, (a)(1) – (4)
18 Wat. Code, § 10723.8, (b)
19 See S.B. 13 “Groundwater” (2015-16)
20 Wat. Code, § 10723.6, (b) Water corporations may be a member of a GSA, but only if they are regulated by the Public Utilities Commission and the local agencies
approve of membership.
21 See S.B. 13 “Groundwater” (2015-16)
22 See Memorandum of Understanding Four County (Butte, Colusa, Glenn, and Tehama Counties) Regional Water Resource Coordination, Collaboration, and
Communication (hereinafter referred to as “Four County MOA”); Memorandum of Agreement Between Metropolitan Water District Of Southern California And U.S.
Army Corps of Engineers, Los Angeles District (hereinafter referred to as “Army Corps of Engineers MOA”)
23 Wat. Code, § 10723.6, (a)(2)
24 Wat. Code, § 10727, (b)
25 Memorandum of Understanding among City of Coachella/Coachella Water Authority, Coachella Valley Water District, Desert Water Agency, City of Indio/Indio
Water Authority, and Mission Springs Water District for Development of an Integrated Regional Water Management Plan (hereinafter referred to as “Coachella Valley
MOU”), Section 2.1
26 Coachella Valley MOU, Section 5.6
27 MOU Between Orange County Water District and the City of Anaheim Regarding Collaboration and Implementation of Orange County Water District’s Capital
Infrastructure Projects to Improve the Efficiency and Operation of Groundwater Recharge Basins (hereinafter referred to as “Orange County MOU”), Section 4
28 US Army Corps of Engineers MOA, Section VI
29 Memorandum of Agreement Between San Joaquin County Flood Control and Water Conservation District and East Bay Municipal Utility District Relative to a
Groundwater Banking Demonstration Project (hereinafter referred to as “SJC and EBMUD MOA”), Section 4.D.(3).
30 Agreement between the Regional Water Authority and the Sacramento Groundwater Authority for Administrative and Management Services (hereinafter referred to
as “RWA & SGA Agreement”), pgs. 2-3
31 Army Corps of Engineers MOA, Section 8
32 Army Corps of Engineers MOA, Article 3
33 Army Corps of Engineers MOA, Article 4
34 Orange County MOU, Section 6; RWA & SGA Agreement, Section 3; Army Corps of Engineers MOA, Section 10
35 SJC and EBMUD MOA, Section 5.B.
36 MOA Regarding Collaboration on the Planning, Preliminary Design and Environmental Compliance For the Delta Habitat Conservation and Conveyance Program
in Connection with the Development of the Bay Delta Conservation Plan (hereinafter referred to as “Bay Delta Conservation Plan MOA”), Section 4; Four County MOA,
Section 5.7
37 SJC and EBMUD MOA, Section 5.B.
38 MOU Relating to the Formation and Operation of the Stanislaus and Tuolumne Rivers Groundwater Basin Association (hereinafter referred to as “Groundwater
Basin Association MOU”), Section 11.4
39 Army Corps of Engineers MOA, Section 10; Bay Delta Conservation Plan MOA, Section 5; SJC and EBMUD MOA, Section 6.A.
40 RWA & SGA Agreement, Section 15
41 Groundwater Basin Association, Section 11.5
42 Gov. Code, § 54953
43 RWA & SGA Agreement, Section 3; Coachella Valley MOU, Section 5.1
44 Groundwater Basin Association, Section 10
45 SJC and EBMUD MOA, Section 5.A.
46 Wat. Code, § 10727.2 (b) (1); Wat. Code, § 10728.4
47 Gov. Code, § 6502
48 See Amended and Restated Joint Exercise of Powers Agreement By and Between The City of Palo Alto, The City of Menlo Park, The City of East Palo Alto, The Town
of Atherton, The County of San Mateo and The County of Santa Clara, Section 2.1 (does not create a separate entity); Joint Exercise of Powers Agreement Eastern San
Joaquin County Groundwater Basin Authority (hereinafter referred to as “Eastern San Joaquin County JPA”), Section 1.01 (created a separate public entity)
49 Gov. Code, § 6502
50 Gov. Code, § 6508
51 Gov. Code, § 6509.5
52 Id.
53 Gov. Code, § 6546
54 Gov. Code, § 6508.1
REFERENCES
Item 12.a. - Page 56
Know Your Options: GSA Formation Guide 41
55 Gov. Code, §§ 6503.5, 6503.6
56 Id.
57 Gov. Code, § 6503.5
58 Gov. Code, § 6505
59 Id.
60 Gov. Code, §§ 6505.5, 6505.6
61 Gov. Code, § 6505.5
62 Id.
63 Gov. Code, § 6506
64 Gov. Code, § 6503
65 Id.
66 Eastern San Joaquin County JPA, Section 1.01; Joint Powers Agreement Between the City of Citrus Heights, The City of Folsom, The City of Sacramento and the
County of Sacramento Creating the Sacramento Groundwater Authority (hereinafter referred to as the “SGA JPA”), Section 4
67 Joint Powers Agreement Between the City of Elk Grove, The City of Folsom, The City of Rancho Cordova, The City of Sacramento and the County of Sacramento
Creating the Sacramento Central Groundwater Authority (hereinafter referred to as the “SCGA JPA”), Section 4
68 Joint Powers Agreement Forming The San Joaquin Tributaries Authority (hereinafter referred to as the “SJTA JPA”), Article 2.
69 Eastern San Joaquin County JPA, Section 1.02.
70 San Joaquin River Group Authority Joint Exercise of Powers Agreement (hereinafter referred to as “SJRGA JPA”), Section 1; Joint Exercise of Powers Agreement by
and among Santa Margarita Water District and Fenner Valley Mutual Water Company creating the Fenner Valley Water Authority (hereinafter referred to as the “Fenner
Valley Water Authority JPA”), Article 2.2; SCGA JPA, Section 4
71 Gov. Code, § 6509
72 SGA JPA, Section 16; SCGA JPA, Section 17
73 Kern Groundwater Authority for the Tulare Lake Basin portions of Kern County Joint Powers Agreement (hereinafter referred to as the “KGA JPA”), Section 2.04(b)
74 SCGA JPA, Section 17
75 Eastern San Joaquin County JPA, Section 2.01
76 An exception to this is a GSA can impose fees under Wat. Code, § 10730 (a) to fund development of a GSP
77 Eastern San Joaquin County JPA, Section 4.01
78 SJRGA JPA, Article 4.5
79 SCGA JPA, Section 10
80 Joint Powers Agreement Forming The State and Federal Water Contractors Agency (hereinafter referred to as “State and Federal Water Contractors JPA”), Article 7.1
81 Eastern San Joaquin County JPA, Section 3.04; State and Federal Water Contractors JPA, Section 8.2
82 SGA JPA, Section 13; KGA JPA, Section 4.02
83 SCGA JPA, Section 14
84 Id.
85 Id.
86 See “Parliamentary Procedure Quick Reference for Special Districts,” http://www.csda.net/wp-content/uploads/2013/02/Parliamentary-Procedure-Quick-Reference.
pdf; See also “Rosenberg’s Rules of Order,” https://www.cacities.org/Resources/Open-Government/RosenbergText_2011.aspx
87 SJTA JPA, Section 7.1; State and Federal Water Contractors JPA, Section 7.1; Fenner Valley Water Authority JPA, Section 7
88 Eastern San Joaquin County JPA, Section 3.06
89 SJTA JPA, Section 8.1; State and Federal Water Contractors JPA, Section 8.1
90 KGA JPA, Section 3.05(a)
91 SGA JPA, Section 9
92 KGA JPA, Section 3.05(a)
93 SJTA JPA, Section 8.2
94 State and Federal Water Contractors JPA, Section XI
95 Cal. Water Code, § 10727.8
96 Id.
97 State and Federal Water Contractors JPA, Section 5.2; SJTA JPA, Section 5.2
98 KGA JPA, Section 3.07; State and Federal Water Contractors JPA, Section 10; SJTA JPA, Section 9
99 Gov. Code, § 6508.1
100 KGA JPA, Section 6.01
101 State and Federal Water Contractors, Section 10.3; SJTA JPA, Section 9.3
102 For a more detailed discussion on JPA tort liability, see generally “Joint Powers Authorities: Opportunities and Challenges,” http://www.cacities.org/Resources-
Documents/Member-Engagement/Professional-Departments/City-Attorneys/Library/2003/9-2003-Annual;-Cassman-cm-Saveree-Joint-Powers-Agr
103 Gov. Code, § 895.2
104 Gov. Code, § 6508.1
105 Gov. Code, § 895.4
106 Gov. Code, § 6511
107 Gov. Code, § 6512
108 SJTA JPA, Section 13.1
109 State and Federal Water Contractors JPA, Section 15.5
110 Id.
111 Id.
112 SGA JPA, Section 19(a)
113 SGA JPA, Section 19(b)
114 SGA JPA, Section 19(c) Gov. Code, § 6509
REFERENCES (continued)
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