EXHIBIT 22-A

ADDENDUM NO. 2 TO

MEMORANDUM OF AGREEMENT BETWEEN

MONTEREY COUNTY WATER RESOURCES AGENCY,

MONTEREY PENINSULA WATER MANAGEMENT DISTRICT AND

PAJARO VALLEY WATER MANAGEMENT AGENCY

(known as Monterey County Agreement No. A-06181)

This is Addendum No. 2 to the original Memorandum of Agreement (MOA) between and among the Monterey County Water Resources Agency (MCWRA), the Monterey Peninsula Water Management District (MPWMD) and the Pajaro Valley Water Management Agency (PVWMA), dated December 15, 1991. It updates Addendum No. 1 dated September 28, 1992. The date of this Addendum No. 2 for reference purposes is ____________ 2003.

RECITALS

This second addendum to the MOA is entered into in light of the following facts:

A. MCWRA has constructed the Seawater Intrusion Program (SIP) to mitigate the effects of seawater intrusion into the groundwater basin along the coast under the former Fort Ord, Marina, and the Castroville area. Closure of the former Fort Ord has occurred and the Fort Ord Reuse Authority (FORA) is charged with implementation of the Fort Ord Reuse Plan in accordance with federal and state environmental documents prepared for the Plan. In October 2001, all of the water and wastewater facilities on the former Fort Ord, except those reserved by the U.S. Army for the Ord Military Community, were conveyed to the Marina Coast Water District (MCWD, formerly known as Marina County Water District) by the U.S. Army and FORA. The conveyance also included most of the Army’s water rights, which are associated with water supply facilities drawing from the Salinas groundwater basin. One notable exception is that rights to the Army’s golf course wells in the Seaside groundwater basin were transferred to the City of Seaside.

B. MPWMD has an interest in the aforementioned activities in that part of the former Fort Ord and Ord Military Community are within MPWMD's boundaries, which include the Seaside groundwater basin. MPWMD does not wish to impede the implementation of the SIP or the Fort Ord Reuse Plan. However, MPWMD does wish to ensure that its efforts to manage the Seaside groundwater basin, including recent initiation of a comprehensive Seaside Basin Groundwater Management Plan and associated ordinances, are not adversely affected by actions of other parties. The MPWMD is concerned about existing and potential increased pumping from the Seaside groundwater basin in light of clear trends showing declining water levels over time with no recovery in wet years, water levels remaining below sea level, and the threat of seawater intrusion.

C. The parties agree that there is a need to further clarify agency areas of responsibility in light of the aforementioned developments.

D. The Board of Directors and/or Board of Supervisors of the Monterey County Water Resources Agency and the Monterey Peninsula Water Management District have requested changes to the original MOA.

AGREEMENTS

1. Consent to project within territory of Ft Ord. The parties hereto agree that there should be no change to agreement paragraph 1 in the 1993 Addendum No. 1.

2. Consent to project within territory of Ft Ord. The parties hereto agree that there should be no change to agreement paragraph 2 in the 1993 Addendum No. 1.

3. Coordination of programs and activities in connection with the former Fort Ord. The MCWRA, PVWMA, and MPWMD will coordinate programs related to the planned reuse of Fort Ord and will cooperate in the implementation of future developments within the former Fort Ord. In recognition that a portion of the current and future MCWD water delivery system for the former Fort Ord is located within the MPWMD boundary, and that the water supply for that system is developed from within the MCWRA boundary from supplies derived outside of the Seaside groundwater basin, the MPWMD and the MCWRA will comply with one another's ordinances as follows:

(a) The MCWRA shall have exclusive authority to regulate water delivery systems (such as MCWD) that deliver water to the area that is both within the former Fort Ord boundaries and within the MPWMD boundaries in existence at the time of the 1991 Agreement if the system water source does not emanate from and/or would not have a substantive physical effect on the Seaside groundwater basin. The MPWMD will comply with any such ordinance enacted by the MCWRA under these circumstances. Examples of a substantive physical effect on the Seaside groundwater basin are provided in Attachment A. A schematic map of the MPWMD, Seaside groundwater basin and former Fort Ord boundaries is provided as Attachment B for general reference. If there is a question as to the location of the boundary of the Seaside groundwater basin, a mutually acceptable determination shall be made by MPWMD and MCWRA based on large-scale maps provided in available hydrogeologic reports, inspection of the area in question and best professional judgment by one or more Certified Hydrogeologists.

(b) The MPWMD shall have exclusive authority to regulate the management of the Seaside groundwater basin within the MPWMD boundaries, including areas within the former Fort Ord. The MCWRA will comply with any such ordinance enacted by the MPWMD under circumstances where a water delivery system derives its water from and/or would have a substantive physical effect on the Seaside groundwater basin.

(c) This Memorandum of Agreement does not commit the MCWRA to provide any specific quantity of water to the former Fort Ord or to any portion of it, nor does it commit the MCWRA to provide any water to the former Fort Ord from the Salinas Valley Groundwater Basin. It also does not give to another agency the authority to compel provision of water to the former Fort Ord.

IN WITNESS WHEREOF, the parties execute this memorandum of agreement as follows:

MONTEREY COUNTY WATER RESOURCES AGENCY