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HomeMy WebLinkAboutAGENDA BACKUP 09-01-94 Central Contra Costa Sanitary District BOARD OF DIRECTORS PAGE 1 OF 2 NO. SUBJECT 4. CONSENT CALENDAR a. DATE August 23, 1994 QUITCLAIM SEWER EASEMENT TO RUDGEAR MEADOWS A CORPORATION, WALNUT CREEK AREA, JOB 5020 TYPE OF ACTION APPROVE QUITCLAIM OF SEWER EASEMENT SUBMITTED BY INITIATING DEPT./DIV. Dennis Hall/Associate Engineer Engineering Dept/lnfrastructure Div. ISSUE: Rudgear Meadows, the owner of Lot 74 of Subdivision 4402, has requested the District to quitclaim the subject easement. BACKGROUND: The subject easement was dedicated to CCCSD in 1974 when the map of subdivision 4402 was filed. The easement is located along the northern ten feet of the subdivision's common lot and was created for the future offsite sewer main serving property to the east of subdivision 4402. Shortly after 1974, this area was landscaped and there are now many mature trees in the subject easement. Rather than risk damage to their trees, Rudgear Meadows has granted a replacement easement to the south of the subject easement. The District's quitclaim processing fee has been paid. The subject easement is no longer needed and may be quitclaimed. Staff has concluded that this project (the proposed quitclaim) is exempt from the California Environmental Quality Act (CEQA) under District CEQA Guidelines Section 18.6, since it involves a minor alteration in land use limitations. The Board's approval of this quitclaim will constitute a determination that the project is exempt from CECA. RECOMMENDATION: Approve Quitclaim Deed to Rudgear Meadows, a Corporation, Job No. 5020, authorize the President of the District Board of Directors and the Secretary of the District to execute said Quitclaim Deed, and authorize the Quitclaim Deed to be recorded. RE~EWEDANDRECOMMENDEDFORBOARDAcnON fr/'~ ~ 1302A-7/91 DH JSM RAB SUa J 01 vI J:::j SION 4821 I /s ?a (19B -.j /9 / M 20) // J>, QU/rel.. / w ~/41 €: ~S~4f. 1:lVr -..l .t> (fl-t) 'Gjc~ -.1~(J 1>. ~ :>-.1 a:l 0' .,. ~o. .,.> QUITCLAIM SEWER EASEMENT JOB 5020 WALNUT CREEK AREA Central Contra Costa Sanitary District BOARD OF DIRECTORS PAGE 1 OF 2 BOARD MEETING OF Se tember 1, 1994 NO. 4. CONSENT CALENDAR b. DATE1\ugust 26, 1994 SUBJECT ACCEPT GRANT OF EASEMENT FROM DAVID AND MARIANNE WARWICK, 51 SIL VERWOOD DRIVE, LAFA VETTE, AT A COST OF $8029 AND CERTAIN EXPENSES FOR KNOX DRIVE SEWER REPLACEMENT PROJECT, DP 4602 TYPE OF ACTION ACCEPT GRANT OF EASEMENT SUBMU.T.ED BYd H d IE. . A Hlcar 0 eman ez nglneenng sst. INITIATING DEPT.lDIV. Engineering Dept./lnfrastructure Div. ISSUE: The Board of Directors' approval is required for accepting Grants of Easements. BACKGROUND: The Infrastructure Division is in the process of completing plans for the Knox Drive Sewer Replacement Project in Lafayette. As part of this project, approximately 300 feet of an old 6-inch sewer with a history of high maintenance will be abandoned and replaced. In addition to having a frequent maintenance schedule, the sewer is located along a creek bank with past landslide and erosion problems. The new sewer will be at a different alignment that will reduce maintenance costs and improve service to the area. This new alignment will locate the sewer outside the creek area and through the driveway for the property at 51 Silverwood Drive (See Exhibit A). An appraisal report for the acquisition of this easement has been prepared by a Certified Real Estate Appraiser. The estimated just compensation for this easement purchase was calculated to be $8,029. District staff has negotiated a settlement with Mr. and Mrs. Warwick, owners of 51 Silverwood Drive for this amount plus plumbing work associated with reconnecting their house to the new sewer main. A Right of Way Contract for the purchase of the easement has been executed by District staff and the property owners. RECOMMENDATION: Accept the Grant of Easement Deed from David R. Warwick and Marianne A. Warwick and authorize staff to record said Deed and Right of Way Contract with the Contra Costa County Recorder. RE~EWEDANDRECOMMENDEDFORBOARDAcnON 1302A-7/91 RH JSM RAB INITIATING DEPT.lDIV. ~~ /1# PIIP 5- " <j " N o '" .. , o ~ ~ N ~ e " N ~ ~ C) .... DRAWN BY: .. '" g? ~ SCAlE: ,;., N. ~E~~j,;~!:_.Ms:",~':H!CT - Z \ \ \ \ \ \ , \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ EXISTING \ \ \ 10' SEWER EASEMENT \ \ y-- TO BE QUITCLAIMED \ \ \ EXISTING 6-INCH SEWER / \ \~ TO BE ABANDONED/ \ I...... / / '" '" / / '" '" -.......:: '" '" / / r " "''''.............. ......... / / '" .............."'......... / / "'......... ~ "''' /" "'",/ .,............. /- " <; , "/ '" ./ NEW 10' WIDE SANITARY SEWER EASEMENT . WARWICK NEW 8" SEWER 6" SEWER TO .s~~ O~N ~II S\\..\jE.~\1'JOOO MAIN f- RH CHECKED BY: EXHIBIT A THOMAS BRO.: RH 1" . 40' DATE: 8/23/94 CO. ASSMT. NO.: Central Contra Costa Sanitary District BOARD OF DIRECTORS PAGE 1 OF 2 BOARD MEETING OF September 1, 1994 NO. 4. SUBJECT DATE CONSENT CALENDAR c. August 23,1994 ORDER COMPLETION OF DISTRICT ANNEXATION 130, SUBDIVISION 7174 BOUNDARY REORGANIZATION, MORAGA AREA TYPE OF ACTION COMPLETE ANNEXATION OF DA 130 SUBMITTED BY INITIATING DEPT.lDIV. Dennis Hall, Associate Engineer Engineering Dept/lnfrastructure Div. ISSUE: A resolution by the District's Board of Directors must be adopted to finalize District Annexation 130. BACKGROUND: On April 21, 1 994, the District Board approved initiating an application to the Local Agency Formation Commission (LAFCO) for the annexation of 16.27 acres of land, known as "Subdivision 7174 Boundary Reorganization," to the Central Contra Costa Sanitary District (CCCSD). The original annexation included proposed Subdivision 7174 and the Town of Moraga's Rancho Laguna Park. After the application was initiated to LAFCO, Mr. D.R. Tibbetts, the owner of an adjoining 6.00 acre parcel of land, agreed to be included in the subject annexation. Including this parcel increased the annexation to 22.27 acres total. During its regular June 8, 1994, meeting, LAFCO considered and approved our request and amended this District's sphere of influence to include the subject territory. LAFCO designated CCCSD to be the conducting authority and authorized this District to conduct the annexation proceedings without notice and hearing because the territory is uninhabited and is 100% land owner consent. An EIR for Subdivision 7174 has been certified by the Contra Costa County Board of Supervisors. The EIR determined that providing sewer service to the subdivision would not have a significant, unavoidable, adverse impact on the environment. A copy of the EIR has been made available for District Board review. Staff has reviewed this EIR and believes that the impacts of annexation to the District and the proposed mitigation measures were adequately addressed. The town of Moraga has adopted a "Notice of Exemption" for the annexation of its park. Annexation of the Tibbetts parcel also would be exempt from the California Environmental Ouality Act under District CEOA Guidelines, Section 18.4 since it involves only two residences. RECOMMENDATION: Adopt a resolution certifying review of information, adopting CEOA findings, and ordering completion of District Annexation No. 130. -OK b-Lo~ 111 PI$ ROGER J. DOLAN REVIEWED AND RECOMMENDED FOR BOARD ACTION INITIATING DEPT.lDIV. 1302A-7/91 DH JSM RAB RANCHO LAGUNA PARK (PA 93-12) Jr. ., M. U. D. 414. 41 AC TIBBETTS DISTRICT ANNEXATION NO. 130 SUBDIVISION 7174 BOUNDARY REORGANIZATION FIGURE 1 2523-9/88 Central Contra Costa Sanitary District BOARD OF DIRECTORS PAGE 1 OF 1 Se tember 1, 1994 NO. 4. CONSENT CALENDAR d. BOARD MEETING OF SUBJECT DATE August 26, 1994 DENY CLAIM FROM CARL HANSON ALLEGING PERSONAL INJURIES DUE TO CONDITIONS AT A SEWER CONSTRUCTION PROJECT TYPE OF ACTION DENY CLAIM SUBMITTED BY INITIATING DEPT./DIV. Bonnie Allen, Risk Manager Administrative/Risk Management & Safety ISSUE: A claim for $150,000 has been received from Carl Hanson. Claim denials require action by the Board of Directors. BACKGROUND: The District's contractor Ranger Pipelines, Inc., is performing a District Construction Contract (DP 4879) Pleasant Hill Relief Interceptor Project, Phases 1 & 2. Mr. Hanson claims that on May 8, 1994, he was standing at the worksite on March Drive at Vista Grande, Pacheco, CA when the surface under him gave way. Mr. Hanson is alleging personal injuries (including an ankle fracture) resulted from conditions allegedly created by a contractor during sewer construction work. The District is an additional insured on the Contractor's insurance policy and has also been directly indemnified by the contractor. The staff recommends that Mr. Hanson's claim be denied and referred to the insurance carrier and contractor for investigation, defense and indemnity. RECOMMENDATION: Deny the claim for $150,000 from Carl Hanson and refer it to staff for further action as required. RE~EWEDANDRECOMMENDEDFORBOARDAcnON 1302A-7/91 Central Contra Costa Sanitary District BOARD OF DIRECTORS PAGE 1 OF 4 BOARD MEETING OF NO. September 1, 1994 4. CONSENT CALENDAR e. SUBJECT DATE ADOPT A RESOLUTION AMENDING EXHIBIT A, DESIGNATED POSITIONS AND DISCLOSURE CATEGORIES OF THE DISTRICT CONFLICT OF INTEREST CODE Au ust 25, 1994 TYPE OF ACTION ADOPT RESOLUTION AMENDING CONFUCT OF INTEREST CODE SUBMITTED BY Joyce E. Murphy Secretary of the District INITIATING DEPT.lDIV. Ad m inistrative ISSUE: A need exists to update the designated positions contained in Exhibit A of the District's Conflict of Interest Code. BACKGROUND: The Political Reform Act of 1974 and the Central Contra Costa Sanitary District Conflict of Interest Code require that the Board of Directors adopt a list of designated positions of officers and employees who make, or participate in making, decisions that could have a material effect on any personal financial interest. It has been the practice of the District to review the designated positions on an annual basis and to amend the District Conflict of Interest Code as necessitated by any changed circumstances, including the creation of new positions and relevant changes in the duties assigned to existing positions. Exhibit A, Designated Positions and Disclosure Categories of the District Conflict of Interest Code, was reviewed by staff and an amendment is proposed to reflect the current organizational structure of the District. It is recommended that the newly created position of Management Information Systems Administrator be added to the list of designated positions. Responsibilities of this position include making recommendations with regard to use of consultants and buying recommendations relating to computer hardware and software. It is recommended that the position of Officer be deleted from the list of designated positions, reflecting the change in titles of the Personnel Officer and Purchasing and Materials Officer to Human Resources Manager and Purchasing and Materials Manager respectively. No corresponding addition to the list of designated positions is needed since the position of Manager is already included. After approval by the Board, the proposed amendment to Exhibit A of the District Conflict of Interest Code will be submitted to the Board of Supervisors, the code reviewing body. The amendment takes effect upon its approval by the Board of Supervisors. RECOMMENDATION: Adopt the attached resolution amending Exhibit A, Designated Positions and Disclosure Categories of the Central Contra Costa Sanitary District Conflict of Interest Code, and authorize the Secretary of the District to submit a copy of said code amendment to the Contra Costa County Board of Supervisors for approval. RE~EWEDANDRECOMMENDEDFORBOARDAcnON INITIATING DEPT.lDIV. 1302A-7/91 RESOLUTION NO. 94- A RESOLUTION AMENDING EXHIBIT A, DESIGNATED POSITIONS AND DISCLOSURE CATEGORIES OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT CONFLICT OF INTEREST CODE WHEREAS, Section 2.20.020 of the Central Contra Costa Sanitary District Code provides that the Board of Directors shall from time to time establish by resolution designated positions of officers and employees deemed to make, or participate in the making of, decisions which may foreseeably have a material effect on a financial interest. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Central Contra Costa Sanitary District as follows: THAT Exhibit A, Designated Positions and Disclosure Categories of the Central Contra Costa Sanitary District Conflict of Interest Code, a copy of which is attached, is hereby approved and adopted for the District, subject to approval by the Board of Supervisors of the County of Contra Costa; and THAT the Secretary of the District is hereby authorized and instructed to submit a copy of such Code amendment to the Board of Supervisors of the County of Contra Costa and to request the Board of Supervisors to approve said Code amendment in accordance with Government Code Section 87303. PASSED AND ADOPTED by the Central Contra Costa Sanitary District Board of Directors this 1 st day of September 1994, by the following vote: AYES: NOES: ABSENT: Members: Members: Members: President of the Board of Directors Central Contra Costa Sanitary District, County of Contra Costa, State of California COUNTERSIGNED: Secretary of the Central Contra Costa Sanitary District, County of Contra Costa, State of California Approved as to form: Kenton L. Aim District Counsel "EXHIBIT A" DESIGNATED POSITIONS AND DISCLOSURE CATEGORIES OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT CONFLICT OF INTEREST CODE Desianated Positions Disclosure Cateaories 1. Director A,B,C,D,E,F,G,H 2. General Manager-Chief Engineer A,B,C,D,E,F,G,H 3. Secretary of the District A,B,C,D,E,F,G,H 4. Counsel for the District A,B,C,D,E,F,G,H 5. Manager A,B,C,D,E,F,G,H 6. Officer A,8,C,D,E,F,G,H 7. Controller A,B,C,D,E,F,G,H 8. Consultant A,8,C,D,E,F,G,H 9. Control Systems Engineer A,B,C,D,E,F,G,H 10. Real Property Specialist A,B,C,D,E,F,G,H 11. Permit and Services Technician A,B,C,D,E,F,G,H 12. Principal Engineer 8,C,D,E,F,G,H 13. Senior Engineer B,C,D,E,F,G,H 14. Associate Engineer B,C,D,E,F,G,H 15. Survey Party Chief B,C,D,E,F,G,H 17. Engineering Support Supervisor D,E,F,G,H 18. Senior Construction Inspector D,E,F,G,H 19. Collection System Inspection Supervisor D,E,F,G,H 20. Construction Inspector D,E,F,G,H 21. Source Control Inspector D,E,F,G,H 22. Senior Source Control Inspector D,E,F,G,H 23. Supervising Source Control Inspector D,E,F.G.H 24 Source Control Program Superintendent D,E,F,G,H 25. Principal Buyer D,E,F,G,H 26. Senior Buyer D,E,F,G,H 27. Buyer D,E,F,G,H 28. Materials Coordinator III D,E,F,G,H 29. Plant Operations Superintendent D,E,F,G,H 30. Field Operations Superintendent D,E,F,G,H 31. Plant Maintenance Superintendent D,E,F,G,H 32. Laboratory Superintendent D,E,F,G,H 33. Pumping Stations Superintendent D,E,F,G,H 34. Vehicle and Equipment Maintenance Supervisor D,E,F,G,H 35. Operations Support Supervisor D,E,F,G,H 36. Accounting Supervisor D,E,F,G,H 37. Administrative Analyst D,E,F,G,H "EXHIBIT A" (Continued) Cateaorv Index A Investments B Interests in Real Property C Interests in Real Property and Investments Held by Business Entities or Trusts o Income (Other than Gifts or Loans) E Income (Loans) F Income (Gifts) G Business Positions H Commission Income, Income and Loans to Business Entities or Trusts and Income from Rental Property Central Contra Costa Sanitary District BOARD OF DIRECTORS PAGE 1 OF 2 BOARD MEETING OF September 1, 1994 NO. 6. TREATMENT PLANT a. SUBJECT DATE August 26, 1994 AUTHORIZE ALLOCATION OF FUNDS FROM THE TREATMENT PLANT CAPITAL CONTINGENCY ACCOUNT TO IMPLEMENT THE RECOMMENDATIONS OF THE DEWATERING PROCESS REDESIGN TEAM TYPE OF ACTION AUTHORIZE ALLOCATION OF FUNDS SUBMITTED 6Y Id E B uona . erger Assistant Engineer INITIATIt>lG DEPT./DIV. D t tl ~nglneenng epar men Plant Engineering Division ISSUE: Authorization by the Board of Directors is required for allocations from the Treatment Plant Contingency Account in amounts greater than $25,000. BACKGROUND: The Dewatering Process Redesign Team (PRT) submitted its final report on July 18, 1994. Part of the recommendations of the Dewatering PRT was the purchase and installation of equipment to increase the capacity and the reliability of the sludge cake pumps. The new equipment will allow optimization of the cake pump and centrifuge performance, which will reduce energy and maintenance costs, extend the service life of the equipment, and improve the quality of work life for Operations and Maintenance staff. An allocation of $167,000 is needed to modify all four of the sludge cake pumps. These costs are summarized in Attachment 1. This allocation of funds will cover the engineering and installation of the recommended improvements. The project will first retrofit Sludge Cake Pump No.3. This will be completed in approximately November 1994. The operation of this pump will be evaluated for a period of approximately three months, and if significantly improved, the remaining three pumps will then be modified. The PRT report indicated that the cost savings associated with these improvements would be almost $100,000 per year. This equates to a payback period of less than two years. RECOMMENDATIONS: Authorize the General Manager-Chief Engineer to allocate $167,000 from the Treatment Plant Contingency Account to implement the recommendations of the Dewatering PRT. VJ~ fY!J$ REVIEWED AND RECOMME E INITIATI,NG DEPT./DIV. 1302A-7/91 DEB WEB RAB ATTACHMENT 1 SUMMARY OF COSTS District Staff . Design/Project Management (Plant Engineering Division) . I nsta lIation/Start-U p Equipment Costs SUBTOTAL Contingency (10 Percent) Total Allocation $ 9,000 20,000 123.000 $152,000 1 5.000 $1 67,000 PAGE 1 OF 24 NO. 10. BUDGET AND FINANCE b. DATE TYPE OF ACTION ADOPT RESOLUTIONS SUBMITTED BY INITIATING DEPT./DIV. Debbie Ratcliff, Controller Administrative/Finance ISSUE: Adoption of resolutions by the Board of Directors is required to appoint Bond Counsel and to borrow funds through the issuance of short-term Tax and Revenue Anticipation Notes. BACKGROUND: As part of the 1994-95 Capital Improvements Financing Program, staff has proposed that the District issue $10 million in short-term (1 year) Tax and Revenue Anticipation Notes with a yield to maturity not to exceed 5.0 percent. The need for the issuance of these notes arises from the necessity to make large contract payments on several ongoing projects (such as the Headworks, Secondary Clarifier Improvements, Disinfection Facilities Improvement, Aeration Basin Improvements, Cogeneration and Pleasant Hill Relief Interceptor projects) prior to receiving our principal capital revenue (taxes and Sewer Service Charges) in December 1994 and April 1995. The 1994-95 Capital Improvements Financing Program was discussed with the Board's Budget and Finance Committee on July 26, 1994, and subsequently with the full Board at the August 4, 1994, regular meeting. Staff has conducted a formal process to select a Bond Counsel and Underwriter for the short-term note issuance. This process included a request for written proposals, review of proposals received, interviews with team members proposed by each firm, and several reference interviews. The firm, Jones Hall Hill and White, was selected as Bond Counsel, and the firm, Sutro and Company, was selected as Underwriter for the short-term notes. These firms were selected based on the experience and expertise of the teams proposed, their commitmentto the project scope and schedule, excellent references, and reasonable cost. The cost for Bond Counsel and Underwriting services are: Jones Hall Hill and White Sutro and Company $5,000. $ 11 ,000. Additional costs of $9,000 will be incurred to obtain ratings from both Standard & Poor's and Moody's Investors Service. A resolution to appoint Jones Hall Hill and White as Bond Counsel is presented as Attachment 1 . INITIATING DEP ,L)~ RE~EWEDANDRECOMMENDEDFORBOARDAcnON 1302A-7/91 DR PM SUBJECT ADOPT RESOLUTIONS APPOINTING BOND COUNSEL, AUTHORIZING STAFF TO EXECUTE DOCUMENTS, AND AUTHORIZING THE ISSUANCE OF AND APPROVING THE PRELIMINARY OFFICIAL STATEMENT FOR 1994 TAX AND REVENUE ANTICIPATION NOTES POSITION PAPER PAGE DATE 2 OF 24 Auaust 29, 1994 A resolution authorizing the issuance of the notes within specific financial parameters, authorizing staff to execute documents (including a Contract of Purchase), and approving the Preliminary Official Statement for the notes is presented as Attachment 2. The Preliminary Official Statement for the notes is on file in the office of the Secretary of the District and is being delivered to the Board under separate cover. RECOMMENDATION: Adopt the two attached resolutions appointing Jones Hall Hill and White as Bond Counsel, authorizing staff to execute documents, and authorizing the issuance of and approving the Preliminary Official Statement for 1994 Tax and Revenue Anticipation Notes in the amount of $10 million. 1302B-7/91 Page 3 of 24 ATTACHMENT 1 RESOLUTION NO. RESOLUTION OF THE BOARD OF DIRECTORS OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT APPOINTING BOND COUNSEL FOR ITS 1994 TAX AND REVENUE ANTICIPATION NOTES RESOL VED, by the Board of Directors of the Central Contra Costa Sanitary District, California, as follows: WHEREAS, pursuant to Sections 53850 et seq. of the Government Code of the State of California, this Board of Directors (the "Board") has found and determined that borrowing is needed for the requirements of the Central Contra Costa Sanitary District (the "District"), a sanitary district duly organized and existing under the laws of the State of California, to satisfy obligations payable from the Sewer Construction Fund of the District, and that it is appropriate that said borrowing be undertaken at this time by the issuance of. temporary notes (the "Notes") therefor in anticipation of the receipt of taxes, revenue and other moneys to be received by the District for the Sewer Construction Fund and Running Expense Fund of the District during or allocable to Fiscal Year 1994-1995; WHEREAS, in connection with such proceeding the District requires the advise and assistance of bond counsel; WHEREAS, the law firm of Jones Hall Hill & White, A Professional Law Corporation, has agreed to provide such bond counsel services; NOW, THEREFORE, the Board of the Central Contra Costa Sanitary District hereby finds, determines, declares and resolves as follows: Section 1. Appointment of Bond Counsel. Jones Hall Hill & White, A Professional Law Corporation, is hereby appointed as Bond Counsel for the issuance of the Notes, and that certain Agreement for Legal Services, on file with the Secretary of the District, is hereby approved, and the General Manager-Chief Engineer or Deputy General Manager are hereby authorized to execute said Agreement. Page 4 of 24 ******* *** ** *** ********* PASSED AND ADOPTED this 1st day of September, 1994, by the following vote: AYES: Members: NOES: Members: ABSENT: Members: President of the District Board of the Central Contra Costa Sanitary District, County of Contra Costa, State of California COUNTERSIGNED: Secretary of the Central Contra Costa Sanitary District, County of Contra Costa, State of California Approved as to Form Kenton L. AIm, District Counsel Page 5 of 24 JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION AGREEMENT BY AND BETWEEN THE CENTRAL CONTRA COSTA SANITARY DISTRICT AND JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, FOR BOND COUNSEL SERVICES IN CONNECTION WITH CAPITAL NOTE PROCEEDINGS FOR FISCAL YEAR 1994-1995 THIS AGREEMENT is entered into as of the 1st day of September, 1994, by and between the CENTRAL CONTRA COSTA SANITARY DISTRICT, (the "District") and JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys"); - WHEREAS, the District wishes to issue short-term capital notes relating to fiscal year 1994-1995 of the District (the "Notes") pursuant to Sections 53850 et seq. of the California Government Code; and WHEREAS, in connection with such proceedings the District requires the advice and assistance of bond counsel; and WHEREAS, the District has determined that Attorneys are qualified by training and experience to perform the services of bond counsel, and Attorneys are willing to provide such services; and WHEREAS, the public interest, economy and general welfare will be served by this Agreement; NOW, THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS: 1. Duties of Attorneys. Attorneys shall do, carry out and perform all of the following services as are necessary for the issuance of the Notes: A. Consultation and cooperation with the officers of the District, counsel to the District, financing consultants and other consultants, underwriters, staff and employees of the District, and assisting such consultants, underwriters, staff and employees in the formulation of a coordinated financial and legal Note issuance. B. Preparation of all legal proceedings for the authorization, issuance and delivery of Notes to the District; including preparation of the resolution authorizing the issuance of such Notes, fixing the date, denominations, numbers, maturity and interest rates, providing the form of the Notes and authorizing their execution, authentication and registration; certifying the terms and conditions upon which the same are to be issued; providing for the setting up of special funds for the disposition of proceeds of the sale of the Notes, and providing all other details in connection therewith, including special covenants and clauses for the protection of the interests of the Noteholders; preparation of the resolution authorizing the sale of the authorized Note issue; preparation of all documents required for Note delivery, and supervising such delivery; Page 6 of 24 preparation of all other proceedings incidental or in connection with the issuance, sale and delivery of Notes. C. Application for any Internal Revenue Service or other rulings necessary to assure tax-exempt status of the Notes, or as required by the purchaser of the Notes. D. Upon completion of proceedings to the satisfaction of Attorneys, providing a legal opinion unqualifiedly approving in all regards the legality of all proceedings for the authorization, issuance and delivery of the Notes, and stating that interest on the Notes is exempt from federal and state personal income taxation, which opinion shall inure to the benefit of the purchasers of the Notes. E. Any and all legal consultation requested by the District concerning the Notes at any time after delivery of the Notes. F. Such other and further services as are normally performed by bond counsel in connection with the issuance of notes by public entities. G. Attorneys will not be responsible for the preparation or content of -the official statement prepared by the underwriter other than to examine said official statement as concerns description of Notes and matters within Attorneys' knowledge. 2. Compensation. For the services of Attorneys listed in subsections A through G, inclusive, of Section 1, the District will pay Attorneys a fee equal to 1/20% of the principal amount of the Notes actually issued (up to a maximum fee of $5,000), which fee includes reimbursement for all out of pocket expenses, other than expenses of travel to New York for rating agency presentations. Such fee is strictly contingent on the issuance of the Notes. 3. Responsibilities of the District. The District shall cooperate with Attorneys and shall furnish Attorneys with certified copies of all proceedings taken by the District, or other deemed necessary by Attorneys to render an opinion upon the validity of such proceedings. All costs and expenses incurred incidental to the actual issuance and delivery of Notes, including the cost and expense of preparing certified copies of proceedings required by Attorneys in connection with the issuance of the Notes, the cost of preparing the Notes for execution and delivery, all printing costs and publication costs, and any other expenses incurred in connection with the issuance of Notes, shall be paid from Note proceeds. 4. Termination of Agreement. This Agreement may be terminated by the District at any time by giving written notice to Attorneys with or without cause. In the event of termination, all finished and unfinished documents, exhibits, project data, reports, and evidence shall, at the option of District, become its property and shall be delivered to it by Attorneys. -2- Page 7 of 24 IN WITNESS WHEREOF, the District and Attomeys have executed this Agreement as. of the date first above written. CENTRAL CONTRA COST A SANITARY DISTRICT By Attest: District Secretary JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION By Michael D. Castelli -3- Page 8 of 24 ATTACHMENT 2 RESOLUTION NO. RESOLUTION OF THE BOARD OF DIRECTORS OF THE CENTRA.L CONTRA COST A SAN IT ARY DISTRICT AUTHORIZING THE BORROWING OF FUNDS FOR FISCAL YEAR 1994-1995/ THE ISSUANCE OF 1994 TAX AND REVENUE ANTICIPATION NOTES THEREFOR AND APPROVING PRELIMINARY OFFICIAL STATEMENT RESOL VED, by the Board of Directors of the Central Contra Costa Sanitary District, California, as follows: WHEREAS, pursuant to Sections 53850 et seq. of the Government Code of the State of California, this Board of Directors (the "Board") has found and determined that borrowing is needed for the requirements of the Central Contra Costa Sanitary District (the "District"), a sanitary district duly organized and existing under the laws of the State of California, to satisfy obligations payable from the Sewer Construction Fund of the District, and that it is appropriate that said borrowing be undertaken at this time by the issuance of temporary notes therefor in anticipation of the receipt of taxes, revenue and other moneys to be received by the District for the Sewer Construction Fund and Running Expense Fund of the District during or allocable to Fiscal Year 1994-1995; NOW, THEREFORE, the Board of the Central Contra Costa Sanitary District hereby finds, determines, declares and resolves as follows: Section 1. Limitation on Maximum Amount. The principal amount of notes issued pursuant hereto, when added to the -interest payable thereon, shall not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, revenue and other moneys of the District for the Sewer Construction Fund and Running Expense Fund of the District attributable to Fiscal Year 1994-1995/ and available for the payment of said notes and the interest thereon (as hereinafter provided). Section 2. Issuance and Terms of Notes. Solely for the purpose of anticipating taxes, revenue and other moneys to be received by the District for the Sewer Construction Fund and Running Expense Fund of the District during or allocable to Fiscal Year 1994-1995/ and not pursuant to any common plan of financing, the District hereby determines to and shall borrow the aggregate principal sum of not-to-exceed $10/000/000. Such borrowing shall be by the issuance of temporary notes under Sections 53850 et seq. of the Government Code of the State of California, designated "Central Contra Costa Sanitary District 1994 Tax and Revenue Anticipation Notes" (the "Notes"), to be numbered from 1 consecutively upward in order of issuance, to be in the denomination of $5/000 or any integral multiple thereof to be dated the date of delivery thereof, to mature (without option of prior redemption) 364 days after the date of issuance, and to bear interest, payable at maturity and computed on a 30-day month/360- day year basis, at the rate determined in accordance with a Contract of Purchase to be presented by Sutro & Co./ Inc. Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 3. Form of Notes; Book Entry Only System. The Notes shall be issued in fully registered form, without coupons/ and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. Page 9 of 24 "CUSIP" identification numbers shall be imprinted on the Notes, but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition, failure on the part of the District to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the District's contract with such registered owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ("DTC"), and the Notes shall be registered in the name of Cede & Co., as nominee for DTC. The Notes shall be initially executed and delivered in the form of a single fully registered Note in the full aggregate principal amount of the Notes. The District may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and the District shall not be affected by any notice to the contrary. The District shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Notes under or through DTC or a Participant, or any other person which is not shown on the regist~r of the District as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The District shall pay all principal and interest with respect to the Notes only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the principal and interest with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term "Cede & Co." in this Resolution shall refer to such new nominee of DTC. If the District determines that it is in the best interest of the beneficial owners that they be able to obtain Notes and delivers a written certificate to DTC to that effect, DTC shall notify the Participants of the availability through DTC of Notes. In such event, the District shall issue, transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the District and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the District shall be obligated to deliver Notes as described in this Resolution. Whenever DTC requests the District to do so, the District will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Note and all notices with respect to such Note shall be made and given, respectively, to DTC as provided in the representation letter delivered on the date of issuance of the Notes. Section 4. Use of Proceeds. The moneys so borrowed shall be deposited in the Sewer Construction Fund of the District and used and expended by the District for any purpose for which it is authorized to expend funds from the Sewer Construction Fund of the District. Section 5. Security. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the -2r Page 10 of 24 District for the Sewer Construction Fund or Running Expense Fund of the District for the Fiscal Year 1994-1995. As security for the payment of the principal of and interest on the Notes, the District hereby pledges (a) the first "unrestricted moneys", as hereinafter defined, to be received in December, 1994 equal to the aggregate of 50% of the principal amount of the ~otes and 50% of the total interest due from the date of issuance through maturity on the Notes and (b) the first unrestricted moneys to be received in April, 1995 equal to the aggregate of 50% of the principal amount of the Notes and 50% of the total interest due from the date of issuance through maturity on the Notes (or such lesser amount as shall be required to repay the principal amount of the Notes and interest thereon at maturity) (all such pledged amounts described in clauses (a) and (b) above being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Account, as hereinafter defined, of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys" shall mean taxes, income, revenue and other moneys intended as receipts for the Sewer Construction Fund or Running Expense Fund of the District and which are generally available for the payment of expenses of the District. Section 6. Repc\yment Account. There is hereby created a special account to be held by the District designated the "1994 Tax and Revenue Anticipation Note Repayment Account" (the "Repayment Account") and applied as directed in this Resolution. Any money placed in the Repayment Account shall be for the benefit of the holders of the Notes, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Account shall be applied solely for the purposes for which the Repayment Account is created; provided, however, that any interest earned on amounts deposited in the Repayment Account may periodically be transferred to the District's Sewer Construction Fund. From the date this Resolution takes effect, all Pledged Revenues shall, during the months in which received, be deposited in the Repayment Account. On the maturity date of the Notes, the moneys in the Repayment Account shall be used, to the extent necessary, to pay the principal of and interest on the Notes. Any moneys remaining in the Repayment Account after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the District's Sewer Construction Fund. Section 7. Deposit and Investment of Funds. All moneys held by the District in the Repayment Account, if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Account shall, to the greatest extent possible, be invested by the District directly, or through an investment agreement, in investments as permitted by the laws of the State of California as now in effect and as hereafter amended, and the proceeds of any such investments shall be deposited in the Repayment Account. Section 8. Execution of Notes. The General Manager-Chief Engineer, the Deputy General Manager or the Controller of the District is hereby authorized to execute the Notes by manual or facsimile signature, and the Secretary or Secretary Pro Tern of the District is hereby authorized to countersign the same by manual or facsimile signature and to affix the seal of the -3- Page 11 of 24 District thereto either manually or by facsimile impression thereof, and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 9. Covenants and Warranties. It is hereby covenanted and warranted by the District that all representations and recitals contained in this Resolution are true and correct, and that the District and its appropriate officials have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes, revenues and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Section 10. Transfer of Notes. Any Note may, in accordance with its terms, but only if the District determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the District to deliver Note certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of Section 12 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the office of the District, accompanied by delivery of a written instrument of transfer in a form approved by the District, duly executed. Whenever any Note or Notes shall be surrendered for transfer, the District shall execute and deliver a new Note or Notes, for like aggregate principal amount. Section 11. Exchange of Notes. Notes may be exchanged at the office of the District for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 12. Note Register. The District shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and, in such case, the District shall register or transfer or cause to be registered or transferred, on said books, Notes as herein before provided. While the book entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede & Co., as nominee for DTe. Section 13. Temporaty Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the District, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the District upon the same conditions and in substantially the same manner as the definitive Notes. If the District issues temporary Notes it will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered, for cancellation, in exchange therefor at the office of the District and the District shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder. Section 14. Notes Mutilated. Lost. Destroyed or Stolen. If any Note shall become mutilated the District, at the expense of the registered owner of said Note, shall execute and deliver, a new Note of like maturity and principal amount in exchange and substitution for the Note so mutilated, but only upon surrender to the District of the Note so mutilated. Every mutilated Note so surrendered to the District shall be canceled by it and delivered to, or upon the order of, the District. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the District and, if such evidence be satisfactory to the -4- Page 12 of 24 District and indemnity satisfactory to it shall be given, the District, at the expense of the registered owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The District may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section 14 and of the expenses which may be incurred by the District in the premises. Any Note issued under the provisions of this Section 14 in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the District whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. Section 15. Tax Covenants. (a) No Arbitrage. The District shall not take, nor permit, nor suffer to be taken any action with respect to the proceeds of the Notes which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Notes (the "Closing Date") would have caused the Notes to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986 (the "Code"). (b) Rebate Requirement. The District shall take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government. (c) Private Activity Bond Limitation. The District shall assure that proceeds of the Notes are not so used as to cause the Notes to satisfy the private business tests of Section 141(b) of the Code. (d) Private Loan Financing Limitation. The District shall assure that proceeds of the Notes are not so used as to cause the Notes to satisfy the private loan financing test of Section 141(c) of the Code. (e) Federal Guarantee Prohibition. The District shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Notes to be "federally guaranteed" within the meaning of section 149(b) of the Code. (f) Maintenance of Tax-Exemption. The District shall take all actions necessary to assure the exclusion of interest on the Notes from the gross income of the owners of the Notes to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the Closing Date. Section 16. Preliminou:y Official Statement. (a) The facts contained in the Preliminary Official Statement are true and correct in all material respects and the Preliminary Official Statement omits no statement of a material fact necessary to make the Preliminary Official Statement not misleading in light of the circumstances under which it was made, provided, however, that the Preliminary Official Statement does not contain final interest rates with respect to the Notes and that amounts set forth therein are subject to change. (b) The distribution of the Preliminary Official Statement in the offering and sale of the Notes is hereby ratified. The General Manager-Chief Engineer or the Controller are hereby authorized to execute an appropriate certificate stating the determination that the Preliminary Official Statement has been deemed nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934. -5- Page 13 of 24 (c) The General Manager-Chief Engineer, the Controller or other qualified officer of the District are authorized to approve corrections and additions to the Preliminary Official Statement, acting with the advice of Sutro & Co., Inc. and Bond Counsel, by supplement or amendment thereto, or otherwise as may be appropriate, provided either t):\at any such corrections or additions shall be necessary to cause the information contained in the Preliminary Official Statement to conform with facts material to the Notes or to requirements of proceedings of this District, or that such corrections or additions are of form rather than of substance. (d) The distribution by Sutro & Co., Inc. of the Preliminary Official Statement to such municipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing Notes described and offered for sale therein is hereby ratified. Section 17. Sale of Notes. The Notes are hereby authorized to be sold to Sutro & Co., Inc. pursuant to the terms of a Contract of Purchase relating to the Notes, to be presented to the District by Sutro & Co., Inc. The General Manager-Chief Engineer, Deputy General Manager or Controller are hereby authorized to execute said Contract of Purchase and the District Secretary or Secretary Pro Tern is hereby authorized to attest to his signature and to affix the seal of the District thereto, so long as the yield on the Notes to maturity does not exceed five-percent (5.0%), and so long as Underwriter's compensation on the Notes does not exceed $5,000 plus 0.06% of the principal amount of the Notes actually issued. Section 18. Execution of Closing Documents. The General Manager-Chief Engineer, Deputy General Manager, Controller, Secretary, Secretary Pro Tern and other officers of the District are authorized and directed to execute such certificates, agreements and other closing documents as are necessary to consummate the transactions contemplated by this Resolution. -& Page 14 of 24 ........ ................ ...... ...... ...... ...... . PASSED AND ADOPTED this 1st day of September, 1994, by the following vote: AYES: Members: NOES: Members: ABSENT: Members: President of the District Board of the Central Contra Costa Sanitary District, County of Contra Costa, State of California COUNTERSIGNED: Secretary of the Central Contra Costa Sanitary District, County of Contra Costa, State of California Approved as to Form Michael D. Castelli, Bond Counsel Jones Hall Hill & White, A Professional Law Corporation -7- Page 15 of 24 EXHIBIT A NO. **$ .... CENTRAL CONTRA COSTA SANITARY DISTRICT 1994 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: -' 1995 , 1994 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: The CENTRAL CONTRA COST A SANITARY DISTRICT, Contra Costa County, State of California (the "District"), acknowledges itself indebted, and promises to pay, to the Registered Owner stated above, or registered assigns (the "Owner"), on the Maturity Date stated above, the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money at the rate per annum stated above, payable on the Maturity Date stated above, calculated on the basis of a 360-day year composed of twelve 30-day months. Both the principal of and interest on this Note shall be payable at maturity to the Owner. It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes in the aggregate principal amount of Dollars ($_), all of like tenor, issued pursuant to the provisions of Resolution No. of the Board of Directors of the District duly passed and adopted on September 1, 1994 (the "Resolution"), and pursuant to Article 7.6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all things, conditions and acts required to exist, happen and be performed precedent to and in the issuance of this Note have existed, happened and been performed in regular and due time, form and manner as required by law, and that this Note, together will all other indebtedness and obligations of the District, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the District for the Sewer Construction Fund or Running Expense Fund of the District for the Fiscal Year 1994-1995. As security for the payment of the principal of and interest on the Notes, the District has pledged, from those unrestricted moneys (as that term is defined below) (a) the first unrestricted moneys to be received in December, 1994 equal to the aggregate of 50% of the principal amount of the Notes and 50% of the total interest due from the date of issuance through maturity on the Notes and (b) the first unrestricted moneys to be received in April, 1995 equal to the aggregate of 50% of the principal amount of the Notes and 50% of the total interest due from the date of issuance through maturity on the Notes (all such pledged amounts described in clauses (a) and (b) above being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest Page 16 of 24 thereon shall constitute a first lien and charge on the Pledged Revenues and shall be payable from the Pledged Revenues, and to the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. The term "unrestricted moneys" shall mean taxes, income, revenue and other moneys intenged as receipts for the Sewer Construction Fund or Running Expense Fund of the District and which are generally available for the payment of expenses of the District. The Notes are issuable as fully registered notes, without coupons, in denominations of $5,000 each or any integral multiples thereof. Subject to the limitations and conditions as provided in the Resolution, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Note is transferable by the Owner hereof, but only under the circumstances, in the manner and subject to the limitations provided in the Resolution. Upon registration of such transfer a new Note or Notes, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. - The District may treat the Owner hereof as the absolute owner hereof for all purposes, and the Board shall not be affected by any notice to the contrary. IN WITNESS WHEREOF, the Central Contra Costa Sanitary District has caused this Note to be executed by the manual signature of its General Manager-Chief Engineer, Deputy General Manager or Controller and countersigned by the facsimile signature of its Secretary, and has caused its official seal to be reproduced in facsimile hereon all as of the Issue Date stated above. CENTRAL CONTRA COST A SANITARY DISTRICT (S E A L) Countersigned: Secretary A-2 Page 17 of 24 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws ol regulations: TEN COM -- TEN ENT -- as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common UNIF GIFf MIN ACT Custodian (Cust) (Minor) under Uniform Gifts to Minors Act IT TEN -- (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE LIST ABOVE ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Note and do(es) hereby 'irrevocably constitute(s) and appoint(~ attorney, to transfer the same on the registration books of the District with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor. NOTICE: The signature on this Assignment must correspond with the name(s) as written on the face of the within Note in every particular without alteration or enlargement or any change whatsoever, A-3 Page 18 of 24 $10,000,000* 1994 Tax and Revenue Anticipation Notes Central Contra Costa Sanitary District Contra Costa County, California CONTRACT OF PURCHASE September _, 1994 Ms. Debbie Ratcliff Controller Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553-4392 Dear Ms. Ratcliff: The undersigned (the "Underwriter") offers to enter into this agreement with the Central Contra Costa Sanitary District, California (the "District") which, upon the District's acceptance hereof, will be binding upon the District and upon the Underwriter. This offer is made subject to the written acceptance of this Contract of Purchase by the District and the delivery of such acceptance to the Underwriter at or prior to 4:00 o'clock P.M. California time, on the date hereof. 1. Upon the terms and conditions and upon the basis of the representations and warranties hereinafter set forth, the Underwriter hereby purchases from the District for reoffering to the public, and the District hereby sells to the Underwriter for such purpose, all (but not less than all) of $1 0,000,000* (or such lesser amount as shall actually be issued in accordance with the provisions of the resolution as hereinafter defined) Central Contra Costa Sanitary District, County of Contra Costa, State of California (the "District") 1994 Tax and Revenue Anticipation Notes dated the date of delivery thereof and due September _, 1995 (the "Notes") bearing interest at the rate of per centum L- %) per annum, at a purchase price of $ 2. The Notes shall be as described in the Resolution adopted by the Board of Directors of the District on September 1,1994 authorizing the issuance of the Notes (the "Resolution"), and shall be issued under the provisions of the Constitution and laws of the State of California (the "State"). *Preliminary, subject to change. -1- Page 19 of 24 3. Within seven business days of the date hereof, the District shall deliver to the Underwriter an Official Statement of the District, dated the date hereof relating to the Notes (which, together with all appendices thereto and with such changes therein and supplements thereto which are consented to in writing by the Underwriter, is herein called the "Official Statement"), in a form satisfactory to the Underwriter and duly executed by the District. The District has authorized the use and reproduction of a Preliminary Official Statement dated (the "Preliminary Official Statement") in connection with the offering and sale of the Notes by the Underwriter. 4. The Underwriter agrees to make a bona fide public offering of all the Notes at the initial public offering price as set forth on the cover page of the Official Statement. Subsequent to such initial public offering, the Underwriter reserves the right to change the public offering price as it may deem necessary in connection with the marketing of the Notes. 5. At 8:00 o'clock A.M., San Francisco time, on September _, 1994 or at such other time or on such later business day as shall have been mutually agreed upon by the District and the Underwriter (the "Closing"), the District will deliver to the Underwriter at the offices of The Depository Trust Company, New York, New York, or at such other place as the District and the Underwriter may mutually agree upon, the Notes in definitive form duly executed, together with the other documents hereinafter mentioned at the offices of Jones Hall Hill & White, A Professional Law Corporation ("Bond Counsel"), in San Francisco, California; and the Underwriter will accept such delivery and pay the purchase price as set forth in paragraph 1 hereof by check or wire in "Federal Reserve Funds" (same day funds) to the order of the District. The Notes shall be delivered to The Depository Trust Company for the account of the Underwriter and the District in New York, New York (or at such other place as the Underwriter and the District mutually agree upon) in typewritten form, bearing CUSIP numbers and duly executed by the District. The Notes will be made available in New York, New York for checking and packaging at least one business day prior to the Closing. 6. The District represents and warrants to the Underwriter that: (A) The District is validly existing under the laws of the State, including the State Constitution, with right and power to sell the Notes as of the date hereof and to hereafter issue the Notes and to execute, deliver and perform its obligations under this Contract of Purchase and the Resolution. (B) (i) At or prior to the Closing the District will have taken all action required to be taken by it to authorize the issuance and delivery of the Notes and the performance of its obligations under the Resolution, (ii) the District has, and at the date of the Closing will continue to have, full legal right, power and authority to enter into this Contract of Purchase and, at the date of the Closing will have full legal right, power and authority to issue and deliver the Notes to the Underwriter and to perform its obligations as provided in the Resolution and this Contract of Purchase; at or prior to the Closing the execution and delivery of, and the performance by the District of its obligations contained in this Contract of Purchase shall have been duly authorized; (iii) this Contract of Purchase has been duly executed and delivered and constitutes a valid and legally binding obligation of the District subject to bankruptcy, insolvency, and other limitations on the enforcement of creditor's rights; and (iv) the District has duly authorized the consummation by it of all transactions contemplated by this Contract of Purchase. -2- Page 20 of 24 (C) The Notes shall be secured as to the payment of principal and interest from the revenues and in the manner as described in the Resolution and the Official Statement. All of the Notes shall be general obligations of the District, and, to the extent not paid from the revenues pledged thereto, they shall be paid from any other moneys of the District lawfully available therefor. (D) The District agrees that it will not issue any additional notes secured by a pledge of the revenues pledged to pay the Notes without the consent of the Underwriter. (E) There are no present conditions or determinations of which the District is aware which will prevent the receipt of and application by the District of a material amount of revenues pledged to pay the Notes. (F) The issuance of the Notes, the execution, delivery and performance of this Contract of Purchase, the performance of the District's obligations under the Resolution and compliance with the provisions hereof and thereof by the District, do not and will not conflict with or constitute on the part of the District a breach of, or a default under, any existing law, ordinance, regulation, decree, order or resolution, or (to the best knowledge of the District, after due investigation) any agreement, indenture, mortgage, lease or other instrument, to which the District is subject or by which it is bound. (G) All authorizations, consents or approvals of, or filings or registrations, if any, with any Governmental Authority or court necessary for the valid issuance by the District of, and performance by the District of its obligations under, the Notes will have been duly obtained or made prior to the issuance of the Notes (and disclosed to the Underwriter). As used herein, the term "Governmental Authority" refers to any legislative body or governmental official, department, commission, board, bureau, agency, instrumentality, body or public benefit corporation. (H) As of the time of acceptance hereof and as of the Closing no action, suit, proceeding or investigation is pending or (to the best knowledge of the District) threatened against the District or (to the best knowledge of the District, no independent investigation having been made) any other person in any court or before any Governmental Authority seeking to restrain or enjoin the issuance or delivery of any of the Notes or in any way contesting or affecting the validity of the Resolution, the Notes, this Contract of Purchase, or the receipt or application of the revenues pledged to pay the Notes or the payment of principal of and interest on the Notes, or contesting the powers of the District to issue the Notes. (I) Any certificate signed by any official or other representative of the District and delivered to the Underwriter pursuant to this Contract of Purchase shall be deemed a representation and warranty by the District to the Underwriter as to the statements therein made. (J) A copy of the Resolution has been delivered to the Underwriter and such Resolution will not be amended without the consent of the Underwriter which consent will not be unreasonably withheld. -3- Page 21 of 24 7. The Underwriter has entered into this Contract of Purchase in reliance upon the representations and warranties of the District contained herein, the Resolution, and the performance by the District of its obligations hereunder, as of the date hereof and as of the date of the Closing. The Underwriter's obligations under this Contract of Purchase are and shall be subject to the following further conditions as of the Closing: (A) The representations and warranties of the District contained herein shall not be materially inaccurate at the date hereof and at and as of the Closing as if made at and as of the Closing and the statements made in all certificates and other documents delivered to the Underwriter at the Closing pursuant hereto shall not be materially inaccurate at the Closing; and the District shall be in compliance with each of the agreements made by it in this Contract of Purchase (unless such agreements are waived by the Underwriter). (B) At the time of the Closing this Contract of Purchase shall be in full force and effect; the Resolution and this Contract of Purchase shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter; all actions which, in the opinion of Bond Counsel, shall be necessary in connection with the - transactions contemplated hereby shall have been duly taken and shall be in full force and effect; and the District shall perform or have performed all of its obligations required under or specified in the Resolution or this Contract of Purchase to be performed at or prior to the Closing. (C) The provisions of law governing the payment of the revenues pledged to pay th~ Notes shall be in full force and effect and shall not have been amended in any respect that would materially adversely affect the prospects that such revenues will be received in the amounts and by the respective dates indicated in the Resolution and the Official Statement. (D) Except as disclosed in the Official Statement, no decision, ruling or finding shall have been entered by _ any court or Governmental Authority since the date of this Contract of Purchase (and not reversed on appeal or otherwise set aside) (i) which has any of the effects described in Section 6(H), or (ii) which declares this Contract of Purchase to be invalid or unenforceable in whole or in material part. (E) In recognition of the desire of the District and the Underwriter to effect a successful public offering of the Notes, and in view of the potential adverse impact of any of the following events on a public offering, the Underwriter shall have the right to cancel its obligations to acquire the Notes, by written notice from the Underwriter to the District, if between the date hereof and the Closing: (i) the Official Statement shall have been amended, modified or supplemented without the consent in writing of the Underwriter, unless such consent was unreasonably withheld or (ii) any event shall occur which, in the reasonable professional judgment of the Underwriter, makes untrue any statement of a material fact set forth in the Official Statement or results in an omission to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; or (iii) the market for the Notes or the ability of the Underwriter to enforce contracts for the sale of the Notes shall have been materially and adversely affected, in the reasonable professional judgment of the Underwriter, by (a) legislation enacted by the Congress of the United States, or passed by either House of the Congress, or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to either House of the Congress by a committee of such House to which legislation has been referred for consideration, or a decision rendered by a court of the -4- Page 22 of 24 United States or by the United States Tax Court, or a ruling order, official statement, or regulation (final, temporary or proposed) made by the Treasury Department of the United States or the Internal Revenue Service, with respect to Federal taxation upon interest received on obligations of the general character of the Notes or which would have the effect of changing, directly or indirectly, the Federal income tax consequences of interest on obligations of the general character of the Notes in the hands of the holders thereof, or (b) any new outbreak of hostilities or other national or international calamity, crisis or default being such as would cause a major disruption in the municipal bond market, or (c) a general suspension of trading on the New York Stock Exchange, or fixing of minimum or maximum prices for trading or maximum ranges for prices for securities on the New York Stock Exchange, whether by virtue of a determination by that Exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction, or (d) a general banking moratorium declared by either Federal or State authorities having jurisdiction, or (e) any action, suit, proceeding or investigation described in Section 6(H) hereof or any decision described in Section 7(D) hereof. (F) At or prior to the Closing, the Underwriter shall receive the following documents each dated on and as of the date of the Closing: (1) Unqualified approving opinion of Bond Counsel, as to the validity and tax- exempt status of the Notes. (2) An arbitrage and use of proceeds certificate, satisfactory In form and substance to Bond Counsel. (3) Customary Signature and No Litigation Certificates executed by applicable officers of the District. (4) Evidence that any rating on the Notes heretofore obtained has not been changed or withdrawn. (5) The Letter of Representation with DTC, duly executed by the applicable officer of the District. (6) Such additional legal OpInIOnS, certificates, proceedings, instruments and other documents as the Underwriter or Bond Counsel may reasonably request to evidence compliance by the District with legal requirements, the accuracy, as of the time of Closing of the District's representations herein contained and the due performance or satisfaction by the District at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the District. If the District shall be unable to satisfy the conditions to the Underwriter's obligations contained in this Contract of Purchase or if the Underwriter's obligations shall be terminated for any reason permitted by this Contract of Purchase, this Contract of Purchase shall terminate and neither the District nor the Underwriter shall have any further obligation hereunder, except that the obligations of the Underwriter and the District, to pay certain expenses as provided in Section 9 herein shall continue in full force and effect. -5- Page 23 of 24 8. The performance by the District of its obligations is conditioned upon (i) the performance by the Underwriter of its obligations hereunder; and (ii) receipt by the District and the Underwriter of opinions and certificates required to be delivered at the Closing. 9. (a) Whether or not the Notes are issued as contemplated by this Contract of Purchase, the Underwriter shall be under no obligation to pay, and the District shall pay, all expenses incident to the performance of the District's obligations, including but not limited to (i) the fees and disbursements of the accountants, financial advisers and any other experts, consultants or advisers to the District and retained on such basis by the District, and the fees of any rating agencies rating the Notes; (ii) the fees and disbursements of Bond Counsel; and (iii) any other expenses and costs of the District incident to the performance of its obligations in connection with the authorization, issuance and sale of the Notes to the Underwriter. (b) The Underwriter shall pay (i) the cost of preparation and reproduction of this Contract of Purchase, the Preliminary Official Statement, the Final Official Statement, any amendment or supplement to the Preliminary Official Statement or the Final Official Statement, and the cost of printing the Notes; (ii) fees of the California Debt Advisory Commission, and (iii) other expenses incurred by it in connection with the offering and distribution of the Notes. 10. Any notice or other communication to be given to the District under this Contract of Purchase may be given by delivering the same in writing to the District General Manager-Chief Engineer and the Controller, or to such other person as they may designate in writing, and any notice or other communication to be given to the Underwriter under this Contract of Purchase (other than the acceptance hereof as specified in the first paragraph hereof) may be given by delivering the same in writing to Sutro & Co. Incorporated, 555 South Flower Street, Suite 4630, Los Angeles, California 90071-2096, Attention: Public Finance. 11. This Contract of Purchase when accepted by the District in writing as heretofore specified shall constitute the entire agreement between the District and the Underwriter and is made solely for the benefit of the District and the Underwriter (including the successors or assigns of the Underwriter). No other person shall acquire or have any right hereunder or by virtue hereof. 12. Unless the District is otherwise notified in writing by the Underwriter on or prior to the Closing, the "end of the underwriting period" for the Notes for all purposes of Rule 15c2-12 under the Securities and Exchange Act of 1934, is the Closing. In the event such notice is given in writing by the Underwriter, the Underwriter agrees to notify the District in writing following the occurrence of the "end of the underwriting period" as defined in Rule 15c2-12 for the Notes. 13. This Contract of Purchase may be executed simultaneously in several counterparts each of which shall be an original and all of which constitute but one and the same instrument. -6- Page 24 of 24 14. This Contract shall be construed and enforceable in accordance with the laws of the State of California. Very truly yours, SUTRO & CO. INCORPORATED Accepted: -7-