Loading...
HomeMy WebLinkAboutAGENDA BACKUP 11-17-94 Central Contra Costa Sanitary District BOARD OF DIRECTORS PAGE 1 OF 2 BOARD MEETING OF November 1 7, 1 994 NO. 4. CONSENT CALENDAR b. DAT'November 7, 1994 SUBJECT APPROVE AGREEMENT RELATING TO REAL PROPERTY WITH RONALD L. CETRARO; JOB 3362, ORINDA AREA TYPE OF ACTION APPROVE REAL PROPERTY AGREEMENT SUBMITTED BY INITIATING DEPT./DIV. Dennis Hall, Associate En ineer t.llnfrastructure Div. ISSUE: The property owner has requested the District's approval to allow the encroachment of an existing wooden deck and a new wooden deck over a District easement. BACKGROUND: The existing deck was installed several years prior to Mr. Cetraro's purchase of the property. Mr. Cetraro recently was required to obtain District plan approval for the new deck. Staff reviewed his plans and noted that the existing and new decks encroach into the District's easement which was created in 1980. Staff explained the District's position regarding encroachments within public sewer easements and required that Mr. Cetraro execute a real property agreement. Staff has determined that the improvements will not interfere with the present use of our sewer. However, if the need should arise, the agreement requires the property owner to move the decks at his expense within 30 days of notice to do so. Staff has concluded that this project (the proposed agreement) is exempt from the California Environmental Quality Act (CEOA) under District CEOA Guidelines Section 18.6, since it involves a minor alteration in land use limitations. The Board's approval of this agreement will constitute a determination that the project is exempt from CEOA. RECOMMENDATION: Approve the Agreement relating to Real Property with Ronald L. Cetraro, Job 3362, and authorize the President of the Board of Directors and the Secretary of the District to execute said agreement, and authorize the agreement to be recorded. RAB REVIEWED AND RECOMMENDED FOR BOARD ACTION INITIATlNGjiT./DIV. 1302A-7/91 DH 11 JSM [lAV / L : :..../... ".::";".::-:'" .. .'..:."." . ~ 72 TAPPAN LANE - ORINDA DRIVEWAY EX. HOUSE CONe. WALK r--- - / "1 r "" ~.~;?~~~~;~~~: ------- . I J LIJ en en o ,... / .' ---- I I ~Iti;r --- -- j_ _ _ R.I. I - - -..1 -\--- ---- .. I .--\ -- [ill = ENCROACHMENT . = PIERS v~<<, ~~ ~~ O~ ~~ / ~ REAL PROPERTY AGREEMENT ORINDA AREA JOB 3362 PAGE 1 OF 13 NO. 7. SOLID WASTE a. SUBJECT DATE RECEIVE ANALYSIS OF REFUSE COLLECTION RATE APPLICATION SUBMITTED BY ORINDA MORAGA DISPOSE-ALL AT A BOARD WORKSHOP TYPE OF ACTION RECEIVE REFUSE COLLECTION RATE ANALYSIS SUBMITTED BY INITIATING DEPT./DIV. Debbie Ratcliff, Controller Administrative/Finance & Accounting ISSUE: Orinda Moraga Dispose-All (Company) has submitted an application for a rate increase effective January 1, 1 995. The rate application and analysis by Hilton, Farnkopf & Hobson will be reviewed at a Board workshop on November 17, 1994, and will be the subject of a public hearing on December 1, 1994. BACKGROUND: Orinda Moraga Dispose-All submitted an application on September 16, 1994 for a 1.9 percent rate increase in residential, commercial, apartment, and drop box rates effective January 1, 1995. Orinda Moraga Dispose-AlI's rate increase was for the calendar year ending December 31, 1995 and did not take into account the effect of forecasted revenues and expenses for the final two months of the franchise agreement (January 1 - February 29, 1996), The application does not include any new programs or increase the scope of existing services during the final fourteen months of the franchise agreement. The rate application has previously been distributed to the Board of Directors. The analysis by Hilton, Farnkopf & Hobson (HFH) is being distributed with the Board packet. Copies of these documents have also been provided to the City of Orinda and Town of Moraga, with the request that City and Town Council comments be provided for the Board's consideration at the December 1, 1994 public hearing. The documentation for this rate-setting decision is being presented in this Position Paper and analysis. This Position Paper contains an overview of the rate-setting procedure. The analysis of the Company's application and recommendations made by HFH are contained in a separately bound document. Attachment II provides a schedule of current rates, requested rates, and recommended rates based on the analysis by HFH. Based on this analysis, HFH has recommended a 19.66 percent decrease in the Company's rates effective January 1, 1995. (See Attachment I.) The rate adjustment calculation is expected to be sufficient to: . Compensate the Company for its expenses during the final fourteen months of the franchise agreement; . Allow for a profit of $ 247,000 during the final fourteen months of the franchise agreement; and . Recover a projected 1994 year-end balancing account of $319,000 due to rate payers. RE~EWEDANDRECOMMENDEDFORBOARDAcnON SUBJECT RECEIVE ANALYSIS OF REFUSE COLLECTION RATE APPLICATION SUBMITTED BY ORINDA MORAGA DISPOSE-ALL AT A BOARD WORKSHOP PAGE DATE 2 OF 13 November 14, 1994 RATE-SETTING PROCEDURE The rate-setting procedure is based on the method of calculating the increase in refuse collection rates, which was approved during the 1990-1991 rate-setting process, and includes the following components: Profit Calculation Because of the limitations inherent in the use of the Operating Ratio method of determining allowable profit, a new method was implemented during the 1990-1991 rate-setting process. Under the new method, the refuse collector's profit before taxes, after subtracting the Capital Use Charge, for the last six years was analyzed. The profit figures for the six years were adjusted by the Consumer Price Index to current value, and a profit per customer per year was determined. An arithmetic mean of the profit per customer for four years, after rejecting the high and low years, was used to compute the allowable profit; the initial profit per customer was $11.87. The initial profit per customer is then increased annually by the percentage change in the Consumer Price Index for succeeding rate-setting periods. Modification Factors The net profit per customer ($13.7 8/year) may be modified by the Board of Directors using two indices which consider quality of service and cost of service. The Board might consider adjusting net profit per customer if the quality of service was unusually good or bad; however, staff does not recommend adjusting the cost of service factor because garbage rates are fluctuating dramatically due to reductions in disposal costs and changes in level of service. This makes measuring the cost of service very difficult. Caoital Use Charae An amount was included in the collection rates for the use of capital. This Capital Use Charge is calculated by multiplying the interest rate times the depreciated value of the Company's Net Tangible Fixed Assets (NTFA). The NTFA is computed on the basis of the original acquisition cost of the asset. The interest rate used is based on the Merrill Lynch 10-Year High Quality Corporate Bond Index as published by the Wall Street Journal. 1302B-7/91 SUBJECT RECEIVE ANALYSIS OF REFUSE COLLECTION RATE APPLICATION SUBMITTED BY ORINDA MORAGA DISPOSE-ALL AT A BOARD WORKSHOP PAGE DATE 3 OF 13 November 14, 1994 Exoense Adjustments Since expenses are passed-through directly under both the previous and the new rate- setting methodology, Board guidance is used in determining certain expenses which are appropriate for inclusion in the rate analysis. The Board may want to consider certain claimed expense components of the application, which have been identified in the analysis. Revenue and Exoense Balancina Account Given the uncertainties inherent in operating a solid waste business, extreme precision in the Company's ability to operate exactly on budget cannot be expected. Prior to implementation of the Balancing Account, revenue surpluses were retained by the Company. Previous rate-setting methods did not provide any incentive for cost cutting. It was the position of Staff that it was appropriate to permit the Company to keep the results of cost efficiencies during any given rate year as a way of encouraging the Company to be more efficient. Under the new approach, effective cost cutting will result in increased profits. Also, tighter budgeting can be expected to result in occasional revenue shortfalls which will be passed along to the rate payer as long as the Company's costs incurred are reasonable and necessary. For these reasons, a Revenue and Expense Balancing Account was adopted by the Board during the 1990-1991 rate-setting process. In the course of the current rate-setting procedure, the following issues will be considered and reviewed by the Board: Disoosal Exoense Prior to October 1, 1994, the Company disposed of solid waste at the Acme Transfer Station (ACME) at a rate of $75.97 per ton. On September 10, 1994, the Company entered a nine (9) year agreement with West Contra Costa Sanitary Landfill, Inc. and Potrero Hills Landfill, Inc. for disposal of waste at the West Contra Costa Sanitary Landfill (WCCSL) (Disposal Agreement). From October 1, 1994, through March 31, 1995, the disposal rate will be $72 per ton. For the remainder of the term of the Disposal Agreement, the rate will be $31.50 per ton. (The Disposal Agreement allows for an inflationary increase on the anniversary date of the Agreement). These amounts include all federal, state, and county regulatory fees at the time the Disposal Agreement was executed. 1302B-7/91 SUBJECT RECEIVE ANALYSIS OF REFUSE COLLECTION RATE APPLICATION SUBMITTED BY ORINDA MORAGA DISPOSE-ALL AT A BOARD WORKSHOP PAGE DATE 4 OF 13 November 14, 1994 West Contra Costa Sanitary Landfill, Inc. will indemnify the Company, Central Contra Costa Sanitary District, the cities of Orinda and Moraga, and Contra Costa County. Section 9 of the Agreement states that the: "WCCSL shall indemnify Orinda Moraga Dispose-All, its present Franchisor, the Cities of Orinda and Moraga, and Contra Costa County (the Indemnified Agencies) against liability arising with respect to receipt of Acceptable Solid Waste originating in the Franchise Area which is delivered to the WCCSL or PHL by Orinda-Moraga Disposal Service hereunder. This indemnification is against any and all liability for closure, post-closure, and remediation of any conditions at the WCCSL and/or the PHL." The District's proposed actions in setting the rates based on the disposal costs calculated pursuant to the terms of the WCCSL disposal agreement with the Company is based on the representation of the Company and is not intended to ratify, approve, or disapprove the disposal agreement. Leaal Fees Acme Landfill Closure Lawsuit Significant legal expenses related to the Acme Landfill closure lawsuit are included in the rate application which will require determination as to the amount allowable for rate setting. During the 1993 rate-setting process, the CCCSD Board of Directors approved a methodology whereby approved legal expenses related to the lawsuit would be collected by CCCSD and placed into an impound account until a further determination could be made as to liability for these legal defense costs. In previous rate settings, CCCSD has provided for the following amounts in the Company's allowable expenses: $44,000 in 1992, $70,000 in 1993, and $66,000 for 1994. The Company has forecasted ACME-related legal expenses of $112,000 for 1995 and $19,000 for 1996. The projected expense increase of $46,000 for 1995 is due to the case being set for trial in September 1995, and as a result, pre-trial activities are expected to substantially increase. The projected increase is included in the rate calculation. These revenues would continue to be held in the District's impound account. At the Board meeting of December 15, the impound account issue will be addressed in detail and the Board will be asked to make a decision as to the disposition of the impounded funds. 13028-7/91 SUBJECT RECEIVE ANALYSIS OF REFUSE COLLECTION RATE APPLICATION SUBMITTED BY ORINDA MORAGA DISPOSE-ALL AT A BOARD WORKSHOP PAGE DATE 5 OF 13 November 14, 1994 O.L.S. Lawsuit In September 1994, the Company was sued by O.L.S., Inc. for non-performance under the terms of an agreement executed on October 3, 1990. The Company represents that in order to finance the purchase of the Company in 1990, the Company's stockholders borrowed money from O.L.S. In return, it is alleged that the Company agreed to dispose of its solid waste at an O.L.S. landfill (should it permit and develop a Northern California landfill which was environmentally safe and financially competitive with area landfills.) The Company has represented that the suit is without merit becau'se O.L.S. has failed to permit and develop a landfill in Northern California. The Company estimates that the legal expense related to this matter will be between $50,000 to $100,000. Neither District Counsel nor HFH are aware of any compelling reason why the expenses associated with this case should be borfle by the Orinda and Moraga customers. Therefore, these expenses are not included in the rate calculation. Post-Franchise Exoenses During the rate review process, the Company submitted a memo outlining certain costs related to discontinuing its franchised business operations. Other than this memo, neither Staff nor HFH have received any additional support for these cost estimates. The expenses include: . Removal of containers from customer locations; . Six-month rental of storage yard; . Restoration of Moraga yard to original state (per lease agreement); . Clean-up of Lafayette yard including moving of Company financial and operational records to temporary storage yard; . Staffing of Lafayette office to facilitate commercial and drop-box billings, process cash receipts, carry out collection activities, and assist with any transition issues . Performance of 1995 year-end audit; and . Potential staff reduction costs including any COBRA or unemployment benefit expenses. The Company estimates these expenses to be as much as $125,000. The Company's adjusted forecasted 1995 expense includes only $30,000 of this amount. Neither HFH nor Staff have found instances where this type of expense has been allowed. Some jurisdictions have specifically negotiated these expenses out of the franchise. However, it was more common to find instances, both at the state and local level, where the issue was not raised. For the purpose of setting the 1995 collection 1302B-7/91 SUBJECT RECEIVE ANALYSIS OF REFUSE COLLECTION RATE APPLICATION SUBMITTED BY ORINDA MORAGA DISPOSE-ALL AT A BOARD WORKSHOP PAGE DATE 6 OF 13 November 14, 1994 rates, certain expenses related to continuing to service the Company's rate payers and closing out activities which have substantially benefited the rate payers might be considered as allowable expense. In applying this criteria, it was determined that cost reimbursement for the following post-franchise activities by the Company could be considered reasonable: . Maintaining the Company's administrative offices in Lafayette for three months after expiration of ,the franchise agreement. This will allow the Company to prepare its final commercial and drop-box billings, process cash receipts related to this and previous billings, perform collection activities on overdue accounts and assist the incoming hauler with any transition issues. The estimated cost of providing such services for three months, including rent, staffing, and operating expenses, is approximately $33,000. . Cleaning up the Company's Moraga recycling facility as called for in its lease agreement. The Moraga recycling facility has provided rate payers the opportunity to deliver recyclable materials, which are not part of the Company's curbside collection program, to a facility where they can be processed. Some of these materials such as corrugated cardboard and mixed paper result in significant recycling revenues to the Company and its rate payers. Additionally, the Company avoids the disposal cost associated with diverting this tonnage from the waste stream. It is also clear that Bulldog Recycling, which operates the facility, has also benefited from operating the facility and, as such, will be asked to incur one-half (1/2) of the projected clean-up costs. The estimated cost to the Company for one-half (1/2) of its projected clean-up costs is approximately $7,000. Should the CCCSD Board of Directors consider the above activities which total $40,000 to be reasonable, the Company's calculated rate adjustment would decline by 0.61 % to 19.05%. All other activities and costs proposed by the Company are considered to be costs which would typically be incurred to close down its business and should have been anticipated and provided for by the Company during the term of its franchise agreement. Ootional Rate Review During the final fourteen months of the franchise agreement, it is likely that the actual results of the Company's operations will vary from projections made at this time because events and circumstances frequently do not occur as expected, and these variances 1302B-7/91 SUBJECT RECEIVE ANALYSIS OF REFUSE COLLECTION RATE APPLICATION SUBMITTED BY ORINDA MORAGA DISPOSE-ALL AT A BOARD WORKSHOP PAGE DATE 7 OF 13 November 14, 1994 could be significant. The Staff is requesting that the Board consider the possibility of an optional rate review during the remaining term of the agreement (perhaps October, 1995). The purpose of this review would be to make a timely adjustment to the rates in the event actual results vary significantly from projections. RECOMMENDATION: Receive the analysis submitted by Hilton, Farnkopf & Hobson of the rate application submitted by Orinda Moraga Dispose-All and provide comments and guidance regarding the various expense issues detailed above. 1302B-7/91 ORINDA MORAGA DISPOSE-ALL RATE ADJUSTMENT CALCULATION Forecasted Fourteen-Month Period Ending February 29, 1996 (000' 5 Omitted) Allowable Operating Expenses: For the Calendar Year Ending December 31, 1995 For the Two-Month Period Ending February 29, 1996 Total Operating Expenses for Fourteen-Month Period Capital Use Charge: For the Calendar Year Ending December 31, 1995 For the Two-Month Period Ending February 29, 1996 Total Capital Use Charge for Fourteen-Month Period Total Allowable Expenses Allowable Profit: For the Calendar Year Ending December 31, 1995 For the Two-Month Period Ending February 29, 1996 Total Allowable Profit for Fourteen-Month Period Revenue Required Forecasted Revenue Without Rate Adjustment: For the Calendar Year Ending December 31, 1995 For the Two-Month Period Ending February 29, 1996 Total Forecasted Revenues for Fourteen-Month Period Revenue Decreased Required Revenue and Expense Balancing Account: 1993 Actual End of Year Surplus Balance 1994 Projected Operating Surplus 1994 Projected End of Year Surplus Balance Required Revenue Decrease, Including Balancing Account Percent Decrease in Revenue Required Including Balancing Account, Effective 1/1/95 ADS/P.P .#2/StaffAna941 Attachment I $4,725 780 5,505 56 9 65 5,570 213 35 248 5,818 5,819 965 6,784 (966) (161) ( 166) (327) ($1.293) (19.66%) Attachment II ORINDA-MORAGA DISPOSAL SERVICE, INC. FRANCHISE ZONE NO.. 1 SCHEDULE OF CURRENT, REQUESTED, AND COMPUTED COLLECTION RATES Requested Current Rates Rates (+1.9%) ORINDA - FULL SERVICE REGULAR SERVICE:* 1 can 2 cans 3 cans 4 cans 5 cans 6 cans One can - Senior citizen Extra can on route Special pick-up - 1 can Special pick-up - each add'l can $ 25.35 50.70 76.05 101.40 126.75 152.10 22.35 6.20 17.40 6.20 MINIPACKER SERVICE: 1 can 2 cans 3 cans 4 cans 34.00 59.35 84.70 110.05 ODD SERVICE: 1-45 gal. can 1-45 gal. can and 1-32 gal. 1-45 gal. can and 2-32 gal. 4-45 gal. cans 38.05 63.40 88.75 152.10 COMMERCIAL SERVICE: One can weekly Each additional can weekly 35.10 14.70 MULTI-APARTMENT SERVICE: Per unit per week Each additional pick-up per week 22.15 3.55 COMPACTED REFUSE SERVICE: Per cubic yard 43.10 BIN SERVICE: ONE YARD: Once per week Twice per week Three times per week Four times per week Five times per week 129.50 226.80 323.20 419.70 517.00 25.85 51.70 77.55 103.40 129.25 155.10 22.85 6.30 17.75 6.30 34.65 60.50 86.35 112.20 38.80 64.65 90.50 155.00 35.75 15.00 22.55 3.60 43.90 131.95 231.10 329.35 427.70 526.85 Staff Computed Rates (-19.66%) 20.40 40.80 61.20 81.60 102.00 122.40 17.40 5.00 14.00 5.00 27.35 47.75 68.15 88.55 30.60 51.00 71.40 122.40 28.20 11.80 17.80 2.85 34.65 104.05 182.20 259.65 337.20 415.35 ORINDA-MORAGA DISPOSAL SERVICE, INC. FRANCHISE ZONE NO. 1 SCHEDULE OF CURRENT, REQUESTED, AND COMPUTED COLLECTION RATES Current Rates Requested Rates (+1.9%) Staff Computed Rates (-19.66%) TWO YARD: Once per week $ 226.80 231.10 182.20 Twice per week 419.70 427.70 337.20 Three times per week 613.55 625.20 492.95 Four times per week 807.10 822.45 648.40 Five times per week 1,001.30 1,020.35 804.45 THREE YARD:*** Once per week 307.70 313.55 247.20 Twice per week 615.40 627.10 494.40 Three times per week 923.10 940.65 741.60 Four times per week 1,230.80 1,254.20 988.80 Five times per week 1,538.45 1,567.70 1,236.00 FOUR YARD: Once per week 388.65 396.05 312.25 Twice per week 777.35 792.10 624.50 Three times per week 1,166.00 1,188.15 936.75 Four times per week 1,554.65 1,584.20 1,249.00 Five times per week 1,943.35 1,980.30 1,561.30 SIX YARD: Once per week 554.65 565.20 445.60 Twice per week 1,109.35 1,130.45 891.25 Three times per week 1,664.00 1,695.60 1,336.85 Four times per week 2,218.65 2,260.80 1,782.45 Five times per week 2,773.30 2,826.00 2,228.05 EIGHT YARD: Once per week 739.50 753.55 594.10 Twice per week 1,479.05 1,507.15 1,188.25 Three times per week 2,218.65 2,260.80 1,782.45 Four times per week 2,958.20 3,014.40 2,376.60 Five times per week 3,735.15 3,806.10 3,000.80 SPECIAL: One yard 25.80 26.30 20.75 Two yards 51.85 52.85 41.65 DROP BOX SERVICE: Twenty cubic yards 427.00 435.10 343.05 Thirty cubic yards 640.35 652.50 514.45 Forty cubic yards 853.75 869.95 685.90 Five yards - dirt and concrete 427.00 435.10 343.05 sixteen yard school box ** 341.50 348.00 274.35 ORINDA-MORAGA DISPOSAL SERVICE, INC. FRANCHISE ZONE NO. 1 SCHEDULE OF CURRENT, REQUESTED, AND COMPUTED COLLECTION RATES Requested Current Rates Rates (+1.9%) Staff Computed Rates (-19.66%) ORINDA - NO BRUSH SERVICE REGULAR SERVICE: 1 can 2 cans 3 cans 1 can-Senior citizen $ 21.50 46.85 72.20 20.00 21.90 47.75 73.60 20.40 17.30 37.70 58.10 15.80 MINIPACKER SERVICE: 1 can 2 cans 3 cans 4 cans 1-45 gal. can 1-45 and 1-32 gal. can 30.20 55.55 80.90 106.25 45.25 75.45 30.80 56.65 82.50 108.35 46.10 76.90 24.30 44.70 65.10 85.50 36.40 60.70 * Includes one 32-gallon can of garden trimmings per week and two refuse cleanups per year ** A charge of $29.95 per week applies for each week not serviced *** RENT-A-BIN service available on the following terms: three cubic yard container, delivery and pickup, one dump, and three-day rent, for $90. ORINDA-MORAGA DISPOSAL SERVICE, INC. FRANCHISE ZONE NO. 1A SCHEDULE OF CURRENT, REQUESTED, AND COMPUTED COLLECTION RATES Current Rates MORAGA - FULL SERVICE REGULAR SERVICE:* 1 can 2 cans 3 cans 4 cans 5 cans 6 cans Extra can on route Special pick-up - 1 can Special pick-up - each add'l can $ 22.80 45.60 68.40 91.20 114.00 136.80 6.20 17.40 6.20 MINIPACKER SERVICE: 1 can 2 cans 3 cans 4 cans 5 cans 33.45 56.25 79.05 101.85 124.65 ODD SERVICE: One can - 45 gal. One can - 1-45 and 1-32 gal. cans One can - 1-45 and 2-32 gal. cans 34.20 57.00 79.80 COMMERCIAL SERVICE: One can weekly Each additional can weekly 35.10 14.70 MULTI-APARTMENT SERVICE: Per unit per week Each additional pick-up per week 22.15 3.55 COMPACTED REFUSE SERVICE: Per cubic yard 43.10 Requested Rates (+1.9%) 23.25 46.50 69.75 93.00 116.25 139.50 6.30 17.75 6.30 34.10 57.35 80.60 103.85 127.10 34.85 58.10 81.35 35.75 15.00 22.55 3.60 43.90 BIN AND DROP BOX SERVICES: (Same as Orinda above) Staff Computed Rates (-19.66%) 18.35 36.70 55.05 73.40 91.75 110.10 5.00 14.00 5.00 26.90 45.25 63.60 81.95 100.30 27.55 45.90 64.25 28.20 11.80 17.80 2.85 34.65 ORINDA-MORAGA DISPOSAL SERVICE, INC. FRANCHISE ZONE NO. 1A SCHEDULE OF CURRENT, REQUESTED, AND COMPUTED COLLECTION RATES Current Rates Requested Rates (+1.9%) Staff Computed Rates (-19.66%) MORAGA - NO BRUSH SERVICE REGULAR SERVICE: 1 can 19.45 19.80 15.65 2 cans 42.25 43.05 34.00 3 cans 65.05 66.30 52.35 Extra can on route 6.20 6.30 5.00 Special pick-up - 1 can 17.40 17.75 14.00 Special pick-up - each add'l can 6.20 6.30 5.00 ODD SERVICE: One can - 45 gal 31.25 31.85 25.10 One can - 1-45 and 1-32 gal. cans 54.05 55.10 43.40 2-45 gal. can-small truck 65.05 66.30 52.25 * Includes one 32-gallon can of garden trimmings per week and two refuse cleanups per year Central Contra Costa Sanitary District BOARD OF DIRECTORS PAGE 1 OF 9 BOARD MEETING OF NO. November 1 7, 1 994 8. PERSONNEL a. SUBJECT DATE November 10, 1994 TYPE OF ACTION ADOPT AN ORDINANCE AMENDING DISTRICT CODE CHAPTER 4.28.010-4.28.030, SEXUAL HARASSMENT HUMAN RESOURCES SUBMITTED BY INITIATING DEPT./DIV. Cathryn Freitas, Human Resources Manager Administrative ISSUE: Board action is required to amend the District Code. BACKGROUND: As part of staff's continuing effort to educate employees on the District's policy against sexual harassment, training sessions were held throughout the District this year. Incorporated in the training was an opportunity for each employee to review and comment on a draft update of the District's sexual harassment policy. As a result of this effort, the attached final draft of the District's sexual harassment policy was revised to provide more examples of sexual harassment in the "definition" section and to clearly state the role of the employees, supervisors and managers in reporting and resolving instances of sexual harassment (see attached). Each employee has received a copy of this document with a forwarding memo emphasizing the importance of this policy from General Manager-Chief Engineer Roger J. Dolan. Consequently, in order to make the district's internal policy and Chapter Four consistent, staff is proposing the Board adopt the attached ordinance. The ordinance replaces the previous sections on sexual harassment with language from the new policy. Copies of the current ordinance and the revised ordinance are attached for your comparison and consideration. RECOMMENDATION: Adopt the attached ordinance amending District Code Chapter 4.28.01 0- 4.28.030, Sexual Harassment. INITIATING DEPT.lDIV. REVIEWED AND RECOMMENDED FOR BOARD ACTION ~~ 1302A-7/91 CRF ORDINANCE NO. AN ORDINANCE OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT AMENDING SECTIONS 4.028.010, 4.028.020 AND 4.028.030 SEXUAL HARASSMENT POLICY The Board of Directors of the Central Contra Costa Sanitary District does hereby ordain as follows: section 1. The Code is hereby amended to read: "Section 4.028.010. Prohibited." "A. It is againot the District's policy for any employee or other person to oubj eat another employee or other peroon to oexual haraooment. to be free from sexual harassment by another employee or other person. Sexual harassment whether committed by employees, management, personnel, or by nonemployees such as suppliers, clients, contractors, or customers will not be tolerated. Acts of sexual harassment l,'hioh are prohibited by this policy include but are not limited to: unwelcome sexual activity of ~nother an employee or nonemployee towards another; or ~nd other verbal or physical conduct of a sexual nature (e.g., lewd comments or gestures; unwanted intentional physical contact of a sexual nature; the diopl~y and displays in the workplace of sexually suggestive objects or pictures), when: A. Submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment; B. Submission to or rejection of such conduct by an individual is used as the basis for employment decisions affecting such individual; c. Such conduct is offered in order to receive special treatment or in exchange for or in consideration of any personnel action; D. Such conduct has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile, or offensive working environment. "Section 4.028.020. Retaliation prohibited." "A. Retaliation is prohibited against any employee for refusing a sexual advance, for refusing or objecting to a request, demand, comment, or subtle pressure for sexual favors or activity, or for reporting an incident of possible sexual harassment to the District io aloo prohibited. Retaliation taken or threatened as a result of reporting an incident or participating in an investigation or a complaint will not be tolerated, and should be reported immediately and is grounds for disciplinary action up to and including termination. "section 4.028.030. Report and investigation." "A. I f anyone engages in such conduct, the recipient of such conduct is strongly encouraged to immediately inform the offending person ~ offending perDon ohould be told immediately and firmly by the employee that the conduct is conoidered offensive. If the employee is unwillinq or unable to speak with the offendinq person about the offensive action, the employee should seek the assistance of a supervisor, manaqer, or Human Resources. Any continued acts of sexual harassment should be immediately reported to a supervisor, department any manaqer or peroonnel officer any member of Human Resources. After inveotigation, appropriate diociplinary and/or corrective action will inotituted ~gilinot anyone found to have violated thio policy. The District will take immediate and appropriate action once it becomes aware of a possible sexual harassment situation. This includes a fair and thorouqh investiqation by the Human Resources Kanaqer or his/her desiqnated representative. Implementation of corrective action will occur if the complaint is substantiated. The District will inform the complainant of the resul ts of the investiqation and will follow-up with the complainant to ensure there have been no reprisals and the offensive behavior has stopped. All employees also have a riqht to file a complaint wi th the Equal Employment opportunity commission and/or the state of California Department of Fair EmploYment and Housinq. Section 2. The ordinance shall be a general regulation of the District and shall be published once in the Contra Costa Times, a newspaper of general circulation, published and circulated within the Central Contra Costa sanitary District and shall be effective one week following publication. PASSED AND ADOPTED by the Board of Directors of the Central Contra Costa Sanitary District on the 17th day of November, 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 Secretary of the Central Contra Costa Sanitary District, County of Contra Costa, State of California Approved as to Form: Kenton AIm District Counsel SEXUAL HARASSMENT POLICY POLICY STATEMENT It is the District's policy for any employee or other person to be free from sexual harassment by another employee or person. Sexual harassment whether committed by employees, management personnel, or by nonemployees such as suppliers, clients, contractors, or customers will not be tolerated. DEFINITION Acts of sexual harassment prohibited by this policy include but are not limited to (1) unwelcome sexual activity of an employee or nonemployee towards another; or (2) verbal or physical conduct of a sexual nature (e.g., lewd comments or gestures; unwanted intentional physical contact of a sexual nature; and displays in the workplace of sexually suggestive objects or pictures), when: a) submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment; b) submission to or rejection of such conduct by an individual is used as the basis for employment decisions affecting such individual; c) such conduct is offered in order to receive special treatment or in exchange for or in consideration of any personnel action; d) such conduct has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile, or offensive working environment. PRACTICAL DEFINITION In practical terms, there are two different kinds of sexual harassment: Quid Pro Quo-Where employment decisions or expectations (e.g. hiring decisions, promotions, salary increases, shift or work assignments, performance expectations) are based on an employee's willingness to grant or deny sexual favors. Examples of quid pro quo harassment: . Demanding sexual favors in exchange for a promotion or a raise . Disciplining or firing a subordinate who ends a romantic relationship . Changing performance expectations after a subordinate refuses repeated sexual advances Hostile Environment-Where verbal or non-verbal behavior in the workplace: (1) focuses on the sexuality of another person or occurs because of the person's gender, (2) is unwanted or unwelcome, and/or (3) is severe or pervasive enough to affect the person's work environment. The following are examples of behaviors that can create a hostile environment if they are unwanted or uninvited: . Sexual or gender-based jokes or teasing . Comments about a person's body parts or sex life . Sexually suggestive pictures, posters, calendars, or cartoons . Leering, stares, or gestures . Repeated requests for dates or sexual favors . Excessive unwelcomed attention in the form of love letters, telephone calls, or gifts . Touching - brushes, pats, hugs, shoulder rubs, or pinches . Assault/rape COMPLAINT PROCEDURE If anyone engages in such conduct, the recipient of such conduct is strongly encouraged to immediately inform the offending person that the conduct is offensive. If the employee is unwilling or unable to speak with the offending person about the offensive action, the employee should seek the assistance of a supervisor, manager, or Human Resources. Any continued acts of sexual harassment should be immediately reported to any supervisor, any manager, or any member of Human Resources. The District will take immediate and appropriate action once it becomes aware of a possible sexual harassment situation. This includes a fair and thorough investigation by the Human Resources Manager or his/her designated representative. Implementation of corrective action will occur if the complaint is substantiated. The District will inform the complainant of the results of the investigation and will follow- up with the complainant to ensure there have been no reprisals and the offensive behavior has stopped. All employees also have a right to file a complaint with the Equal Employment Opportunity Commission and/or the State of California Department of Fair Employment and Housing. RET ALIA TION Retaliation is prohibited against any employee for refusing a sexual advance, for refusing or objecting to a request, demand, comment, or subtle pressure for sexual favors or activity, or for reporting an incident of possible sexual harassment to the District. Retaliation taken or threatened as a result of reporting an incident or participating in an investigation of a complaint will not be tolerated, and should be reported immediately and is grounds for disciplinary action up to and including termination. CONFIDENTIALITY Complaints and investigations of sexual harassment are kept confidential to the highest degree possible. Breach of confidentiality by any individual interviewed as part of the investigation may be subject to disciplinary action. DISCIPLINE ,- Depending on the circumstances of each case and the seriousness of the offense, disciplinary action up to and including dismissal will be taken if it is found that sexual harassment occurred. Disciplinary action up to and including dismissal will be taken against those who retaliate or threaten to retaliate against any person who files a complaint or assists in the investigation of a complaint. Disciplinary action up to and including dismissal will also be taken against members of management or supervisors who know of behavior occurring and who fail to take immediate and appropriate action. RESPONSIBILITIES OF MANAGEMENT AND SUPERVISORS It is the responsibility of management and supervisors or their designated representatives to ensure the work environment is free of sexual harassment and to take appropriate action to stop possible sexual harassment once aware of it. Management and supervisors have a responsibility to act on possible situations once they knew or should have known, regardless of whether a complaint has been filed or received. Knowledge includes first party reports, third party reports, or observation. Management and supervisors must inform the Human Resources Manager if a situation involving sexual harassment has been brought to their attention. Managers and supervisors are responsible for following-up with the employee to ensure the situation has been resolved. RESPONSIBILITIES OF EMPLOYEES It is the responsibility of employees to adhere to the spirit and intent of this policy. Any employee who is aware of potential sexual harassment is strongly encouraged to inform a supervisor, manager, or Human Resources. ADMIN/Persmisc/Sexhers2,ply PAGE 1 OF 19 NO. 12. BUDGET AND FINANCE a. SUBJECT DATE ESTABLISH THE "CENTRAL CONTRA COSTA SANITARY DISTRICT FACILITIES FINANCING AUTHORITY," A NON- PROFIT CORPORATION, AND CONDUCT AN ORGANI- ZATIONAL MEETING OF THE AUTHORITY. TYPE OF ACTION ESTABLISH NON-PROFIT CORPORATION SUBMITTED BY INITIATING DEPT./DIV. Debbie Ratcliff, Controller Administrative/Finance ISSUE: Establishment of a non-profit corporation is needed for the District to borrow funds using long-term Revenue/Installment Payment Certificates of Participation. BACKGROUND: As part of the 1994-95 Capital Improvements Financing Program, staff has proposed that the District borrow $25 million using long-term (20 year) Revenue Installment Certificates. The financing program was discussed with the Board's Budget and Finance Committee on September 26 and November 3, 1994, and subsequently with the full Board at the November 3, 1994, regular meeting. As part of the process for delivery of the certificates, it is necessary that a non-profit corporation be formed to sell the facilities improvements to the District under an Installment Sale Agreement. This non-profit corporation will be known as the "Central Contra Costa Sanitary District Facilities Financing Authority." The directors of the financing authority will be the members of the District Board of Directors. To form the financing authority an organizational meeting must be held to adopt bylaws, designate a time and place for regular meetings, and authorize execution and filing of federal and state reporting documents. Once formed, the directors of the financing authority may adopt a resolution to approve and authorize execution of the documents needed to deliver the 1994 Revenue Installment Certificates, and to appoint counsel. RECOMMENDATION: Adjourn the regular Board meeting to conduct an organizational meeting of the Central Contra Costa Sanitary District Facilities Financing Authority to: (a) Adopt Bylaws (b) Designate the time and place for regular meetings (c) Approve, authorize execution, and filing of state and federal reporting documents (d) Adopt resolution approving installment sale of wastewater facilities improvements to the Central Contra Costa Sanitary District, authorizing execution of related Installment Sale Agreement, Assignment Agreement and Trust Agreement, and approving delivery and sale of not to exceed $25,000,000 principal amount of 1994 Revenue Installment Certificates and related matters. An agenda for the organizational meeting and draft resolutions for the authority are attached (Attachments 1 through 6). REVIEWED AND RECOMMENDED FOR BOARD ACTION DR PM ATTACHMENT 1 AGENDA CENTRAL CONTRA COSTA SANITARY DISTRICT FACILITIES FINANCING AUTHORITY ORGANIZATION MEETING - NOVEMBER 17, 1994,3 P.M. 1 . Convene/Roll Call 2. Resolution Adopting Bylaws (Resolution 94-1) 3. Resolution Designating the Time and Place for Regular Meeting (Resolution 94-2) 4. Resolution Approving and Authorizing Execution and Filing of Exemption Application to the State Franchise Tax Board (Resolution 94-3) 5. Resolution Approving and Authorizing Execution and Filing of Various Federal Forms (Resolution 94-4) 6. Resolution Approving Installment Sale of Wastewater Improvements to the Central Contra Costa Sanitary District, Authorizing Execution of Related Installment Sale Agreement, Assignment Agreement and Trust Agreement, Appointing Counsel, and Approving Delivery and Sale of Not-to-Exceed $25,000,000 Principal Amount of 1994 Revenue Installment Certificates and Related Matters (Resolution 94-5) 7. Other Business 8. Adjourn/Reconvene Regular District Board Meeting ATTACHMENT 2 CENTRAL CONTRA COSTA SANITARY DISTRICT FACILITIES FINANCING AUTHORITY RESOLUTION NO. 94-1 A RESOLUTION ADOPTING BYLAWS RESOLVED, by the Board of Directors of the Central Contra Costa Sanitary District Facilities Financing Authority, that the Bylaws of the Central Contra Costa Sanitary District Facilities Financing Authority, in the form hereto attached as Exhibit A and incorporated herein by reference, are hereby adopted and approved and shall stand as the Bylaws of this corporation until valid amendment thereof. PASSED AND ADOPTED this 17th day of November, 1994, by the following vote: AYES: Directors: NOES: Directors: ABSENT: Directors: President of the Board of Directors of the Central Contra Costa Sanitary District Facilities Financing Authority, County of Contra Costa, State of California COUNTERSIGNED: Secretary of the Central Contra Costa Sanitary District Facilities Financing Authority, County of Contra Costa, State of California Approved as to Form: Michael D. Castelli, Bond Counsel Jones Hall Hill & White A Professional Law Corporation 13119-02 JHHW:MDC:lsk FINAL EXHIBIT A BYLAWS of the CENTRAL CONTRA COSTA SANITARY DISTRICT FAOLmES FINANONG AUTHORITY ARTICLE I OFFICES AND SEAL Section 1. Offices. The principal office of the Authority for the transaction of business shall be 5019 Imhoff Place, Martinez, CA 94553. The Board of Directors may, however, fix and change from time to time the principal office from one location to another by noting the change of address in the minutes of the meeting of the Board of Directors at which the address was fixed or changed. The fixing or changing of such address shall not be deemed an amendment to these Bylaws. Section 2. Seal. The Authority shall have a seal, consisting of two (2) concentric circles with the words "Central Contra Costa Sanitary District Facilities Financing Authority/' with the date of incorporation of the Authority. ARTICLE II DIRECTORS Section 1. Powers. Subject to the limitations of the Articles of Incorporation of the Authority, the terms of these Bylaws, and the laws of the State of California, the powers of the Authority shall be vested in and exercised by and its property controlled and its affairs conducted by the Board of Directors. Section 2. Number. The Authority shall have five (5) Directors. Directors are collectively to be known as the Board of Directors. The number of Directors may be changed by a Bylaw or amendment thereof duly adopted by the Board of Directors. Section 3. Selection, Tenure of Office and Vacancies. The individuals who act as the Board of Directors (the "District Board of Directors") of the Central Contra Costa Sanitary District (the "District") shall constitute the Board of Directors of the Authority, and each such member of the District Board of Directors shall be and remain a member of the Board of Directors of the Authority for so long as such member remains on the District Board of Directors. Section 4. Compensation. Directors shall serve without compensation but each Director may be reimbursed his or her necessary and actual expenses, including travel incident to his or her services as Director, pursuant to resolution of the Board of Directors. Any Director may elect, however, to decline said reimbursement. Section 5. Organizational Meetings. There shall be held an annual organizational meeting of the Board of Directors. Pending the annual organizational meeting of the Board of Directors, all officers of the Authority shall hold over, except any officer required by law or these Bylaws to be a Director and who does not qualify as a Director. A Director elected at such meeting of the Board of Directors shall forthwith become a member of the Board of Directors for purposes of such organization. Section 6. Regular and Organizational Meetings. Regular meetings of the Board of Directors shall be held at such time as the Board may fix by resolution from time to time; provided, however, that at least one regular meeting shall be held each year and such meetings shall, in all respects, conform to provisions of the Ralph M. Brown Act, being sections 54950 through 54961 of the Government Code of the State of California (the "Brown Act"). Section 7. Special Meetings. Special meetings of the Board of Directors shall be called, noticed and held in accordance with the provisions of section 54956 of the Brown Act. Section 8. Ouorum. A quorum shall consist of a majority of the members of the Board of Directors unless a greater number is expressly required by statute, by the Articles of Incorporation of the Authority, or by these Bylaws. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be an act of the Board of Directors. Section 9. Order of Business. The order of business at the regular meeting of the Board of Directors and, so far as possible, at all other meetings of the Board of Directors, shall be essentially as follows, except as otherwise determined by the Directors at such meeting: (a) Report on the number of Directors present in person in order to determine the existence of a quorum. (b) Reading of the notice of the meeting and proof of the delivery or mailing thereof, or the waiver or waivers of notice of the meeting then filed, as the case may be. (c) Reading of unapproved minutes of previous meetings of the Board of Directors and the taking of action with respect to approval thereof. (d) Presentation and consideration of reports of officers and committees. (e) Unfinished business. (f) New business. (g) Adjournment. Section 10. Resignation of Directors. Any Director of the Authority may resign at any time by giving written notice to the President or to the Board of Directors; provided, however, that the Directors of the Authority shall at all times be the same persons then acting as the Directors of the District. A Director of the Authority may not resign unless he or she concurrently resigns as a District Director, and if he or she resigns as a District Director, such resignation shall automatically, with no further required action, operate as a concurrent resignation from the Authority Board of Directors. Any resignation permitted under this Section 10 shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. -2- Section 11. Nonliability for Debts. The private property of the Directors shall be exempt from execution or other liability for any debts, liabilities or obligations of the Authority and no Director shall be liable or responsible for any debts, liabilities or obligations of the Authority. Section 12. Indemnity by Authority for Litigation Expenses of Officers, Directors and Employees. (a) For the purposes of this section, "agent" shall mean any person who is or was a director, officer or employee of the Authority or the District. (b) For the purposes of this section, "proceeding" shall mean any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative. (c) For the purposes of this section, "expenses" shall mean, without limitation, attorney fees and any expenses incurred in the defense of the proceeding. (d) In the event any proceeding is brought against an agent of the Authority, either alone or with others (other than an action by or in the name of the Authority, an action brought under section 5233 of the California Corporations Code, or an action brought by the California Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that person was an agent of the Authority, the Authority shall indemnify that person against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if that person acted in good faith and in a manner that person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, that person had no reasonable cause to believe the conduct was unlawful. (e) In the event any proceeding is brought against an agent of the Authority, either alone or with others, is brought by or in the right of the Authority, or brought under section 5233 of the California Corporations Code, or brought by the California Attorney General for breach of any duty relating to assets held in charitable trust, by reason of the fact that person was an agent of the Authority, the Authority shall indemnify that person against expenses actually and reasonably incurred if that person acted in good faith, in a manner that person believed to be in the best interest of the Authority and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. (f) Expenses incurred in defending any proceeding may be advanced by the Authority prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount. If it shall be determined ultimately that the agent is not entitled to be indemnified the agent shall reimburse the Authority the amount advanced. The agent's obligation to reimburse may be unsecured and no interest shall be charged thereon. ARTICLE III OFFICERS Section 1. Officers. The officers of the Authority shall be a President, a Vice President, a Treasurer, a Secretary, an Executive Director and such other officers as the Board of Directors may appoint. The Authority may also have, at the discretion of the Board of Directors, one or more additional Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers. Section 2. Election of Officers. The Chair of the Budget and Finance Committee of the District Board of Directors shall be the President of the Authority. The remaining member of -3- the Budget and Finance Committee of the District Board of Directors shall be the Vice President of the Authority. The General Manager of the District shall be the Executive Director of the Authority. The Controller of the District shall be the Treasurer of the Authority. The Secretary of the District shall be the Secretary of the Authority. Section 3. Subordinate Officers. The Board of Directors may elect or authorize the appointment of such other officers than those hereinabove mentioned as the business of the' Authority may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws, or as the Board of Directors from time to time may authorize or determine. Section 4. Removal of Officers. Any officer may be removed, either with or without cause, by a majority of the Directors then in office at any regular or special meeting of the Board, or, except in the case of an officer chosen by the Board of Directors, by any officers upon whom such power of removal may be conferred by the Board of Directors. Should a vacancy occur in any office as a result of death, resignation, removal, disqualification or any other cause, the Board of Directors may delegate the powers and duties of such office to any officers or to any Directors until such time as a successor for said office has been elected or appointed. Section 5. President. The President shall preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to the President by the Board of Directors or be prescribed by the Bylaws. The President shall also be the chief corporate officer of the Authority and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Authority. He or she shall preside at all meetings of the Board of Directors. He or she shall be an ex officio member of all standing committees, shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or by these Bylaws. Section 6. Vice President. In the absence or disability of the President, the Vice President, or the Vice Presidents in order of their ranks as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all of the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as may from time to time be prescribed for them, respectively, by the Board of Directors or by these Bylaws. Section 7. Secretary. The Secretary shall keep or cause to be kept a book of minutes at the principal office or at such other place as the Board of Directors may order, of all meetings of the Directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings and the proceedings thereof. The Secretary shall give or cause to be given notice of all meetings of the Board of Directors of the Authority, shall keep the corporate records in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. Section 8. Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct accounts of its assets, liabilities, receipts, disbursements, gains and losses. The books of account shall at all times be open to inspection by any Director. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Authority in such depositories as may be designated by the Directors. He or she shall disburse -4- the funds of the Authority as shall be ordered by the Board of Directors, shall render to the President and the Directors whenever they shall request it, an account of all of his or her transactions as Treasurer and of the financial condition of the Authority, shall take proper vouchers for all disbursements of the funds of the Authority, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws. Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and the Assistant Treasurers in the order of their seniority as specified by the Directors shall, in the absence or disability of the Secretary or the Treasurer, respectively, perform the duties and exercise the powers of the Secretary or Treasurer and shall perform such duties as the Board of Directors shall prescribe. Section 10. Executive Director. The Executive Director shall be responsible for the day- to-day administration of the Authority. ARTICLE N OBJECTS AND PURPOSES Section 1. Nature of Objects and Purposes. The business of the Authority is to be operated and conducted in the promotion of its objects and purposes as set forth in Article II of its Articles of Incorporation. Section 2. Dissolution. The Authority may be dissolved by vote of the Directors, or by the action of the Board of Directors in accordance with the provisions of California law. Upon the dissolution of the Authority, and after payment or provision for payment, all debts and liabilities, the assets of the Authority shall be distributed to the District. If for any reason the District is unable or unwilling to accept the assets of the Authority, said assets will be distributed to the Federal Government; to a state or local government for public purposes; or to a nonprofit fund, foundation, or corporation which is organized and operated for charitable purposes and which has established its tax-exempt status under section 501(c)(3) or 501(c)(4) of the Internal Revenue Code of 1986. Section 3. Merger. The Authority may merge with other corporations organized solely for nonprofit purposes, qualified and exempt from Federal taxation pursuant to section 501 (c)(3) or 501(c)(4) of the Internal Revenue Code of 1986 and from State taxation, upon compliance with the provisions of California law relating to merger and consolidation. ARTICLE V GENERAL PROVISIONS Section 1. Payment of Money. Signatures. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Authority and any and all securities owned by or held by the Authority requiring signature for transfer shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Board of Directors. Section 2. Execution of Contracts. The Board of Directors, except as in the Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the -5- Authority and such authority may be general or confined to specific instances and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Authority by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. Section 3. Fiscal Year. The fiscal year of the Authority shall commence on the 1st day of July of each year and shall end on the 30th day of June of the next succeeding year. ARTICLE VI EXEMPT ACTIVITIES Notwithstanding any other provisions of these Bylaws, no Director, officer, employee or representative of the Authority shall take any action or carry on any activity by or on behalf of the Authority not permitted to be taken or carried on by an organization exempt under section S01(c)(3) or S01(c)(4) of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder as they now exist or as they may hereafter be amended. ARTICLE VII AMENDMENT TO BYLAWS These Bylaws may be amended by majority vote of the Board of Directors. ADOPTED by the Board of Directors of the Central Contra Costa Sanitary District Facilities Financing Authority on November 17, 1994. By Secretary -6- SECRETARY'S CERTIFICATE I, the undersigned, do hereby certify: 1 . That I am the duly appointed and acting Secretary of the Central Contra Costa Sanitary District Facilities Financing Authority, a California non-profit public benefit corporation; and 2. That the foregoing Bylaws constitute a full, true, and correct copy of the Bylaws of said corporation in full force and effect as of the date hereof. IN WITNESS WHEREOF, I have hereto subscribed by name this 17th day of November, 1994. By Secretary ATTACHMENT 3 CENTRAL CONTRA COSTA SANITARY DISTRICT FACILITIES FINANCING AUTHORITY RESOLUTION NO. 94-2 A RESOLUTION DESIGNATING THE TIME AND PLACE FOR REGULAR MEETINGS RESOLVED, by the Board of Directors of the Central Contra Costa Sanitary District Facilities Financing Authority, that immediately following the next regular meeting of the Board of Directors of the Central Contra Costa Sanitary District (the "District Board") following any regular or special meeting of the District Board at which officers are elected or appointed, in the Central Contra Costa Sanitary District Board Room, 5019 Imhoff Place, Martinez, California, is hereby designated as the time and place for the regular meeting of this Board pursuant to Article II, Section 6 of the Bylaws of this corporation. PASSED AND ADOPTED this 17th day of November, 1994, by the following vote: AYES: Directors: NOES: Directors: ABSENT: Directors: President of the Board of Directors of the Central Contra Costa Sanitary District Facilities Financing Authority, County of Contra Costa, State of California COUNTERSIGNED: Secretary of the Central Contra Costa Sanitary District Facilities Financing Authority, County of Contra Costa, State of California Approved as to Form: Michael D. Castelli, Bond Counsel Jones Hall Hill & White A Professional Law Corporation ______.~_.___.,__. _,___,___""_..___~__~__.___,_____._..____________.,_'_._._~~__._________._.___"__._.__... _.___.______.._,__.....___..._.__~~...___._"____,.._,._0_--".'----- ATTACHMENT 4 CENTRAL CONTRA COSTA SANITARY DISTRICT FACILITIES FINANCING AUTHORITY RESOLUTION NO. 94-3 A RESOLUTION APPROVING AND AUTHORIZING EXECUTION AND FILING OF EXEMPTION APPLICATION TO THE STATE FRANCHISE TAX BOARD RESOLVED, by the Board of Directors of the Central Contra Costa Sanitary District Facilities Financing Authority, that certain Exemption Application to the State Franchise Tax Board (Form FTB 3500,) is hereby approved and Jones Hall Hill & White, A Professional Law Corporation, is hereby authorized to complete said Application and each of the Executive Director, Treasurer, and Secretary is hereby authorized to execute said completed Application and directed to cause the filing of said Application with the State of California Franchise Tax Board. BE IT FURTHER RESOLVED, that the Secretary of the Authority be and is hereby designated the "person to contact" of this corporation for purposes of the filing of Form No. FTB 3500. BE IT FURTHER RESOSLVED, that Form FTB 3520 (Power of Attorney) is hereby approved and that Jones Hall Hill & White, a Professional Law Corporation, bond counsel to the Authority, is hereby authorized to complete said Form and each of the Executive Director, Treasurer, and Secretary is authorized to execute said Form and is authorized to cause the appropriate filing of said Form. PASSED AND ADOPTED this 17th day of November, 1994, by the following vote: AYES: Directors: NOES: Directors: ABSENT: Directors: President of the Board of Directors of the Central Contra Costa Sanitary District Facilities Financing Authority, County of Contra Costa, State of California COUNTERSIGNED: Secretary of the Central Contra Costa Sanitary District Facilities Financing Authority, County of Contra Costa, State of California Approved as to Form: Michael D. Castelli, Bond Counsel Jones Hall Hill & White A Professional Law Corporation - ,------_.~~--_.,--~-------~-_....."---'-_._-'-_.._,._.,_._._------_._----~--,~-_.,._---"._----_.,--~.._-------...--.--.....----..-------------- ATTACHMENT 5 CENTRAL CONTRA COSTA SANITARY DISTRICT FACILITIES FINANCING AUTHORITY RESOLUTION NO. 94-4 A RESOLUTION APPROVING AND AUTHORIZING EXECUTION AND FILING OF VARIOUS FEDERAL FORMS RESOLVED, by the Board of Directors of the Central Contra Costa Sanitary District Facilities Financing Authority, that Federal Forms Nos. 1024 (Application for Recognition of Exemption under section 501 (c)(4), 2848 (Power of Attorney), SS-4 (Application for Employer Identification Number), and 8718 (User Fee for Exempt Organization Determination Letter Request), and hereby approved and Jones Hall Hill & White, A Professional Law Corporation, Bond Counsel to the Authority, is hereby authorized to complete said Forms and each of the Executive Director, Treasurer, and Secretary is hereby authorized to execute said Forms and is authorized to cause the appropriate filing of said Forms. BE IT FURTHER RESOLVED, that the Secretary of the Authority be and is hereby designated the "person to contact" of this corporation for purposes of the filing of Federal Form No.1 024. PASSED AND ADOPTED this 17th day of November, 1994, by the following vote: AYES: Directors: NOES: Directors: ABSENT: Directors: President of the Board of Directors of the Central Contra Costa Sanitary District Facilities Financing Authority, County of Contra Costa, State of California COUNTERSIGNED: Secretary of the Central Contra Costa Sanitary District Facilities Financing Authority, County of Contra Costa, State of California Approved as to Form: Michael D. Castelli, Bond Counsel Jones Hall Hill & White A Professional Law Corporation _.~__.._,____M_"__."____'_'__"___'_~_ ATTACHMENT 6 13119-02 JHHW:MDC:lsk 10/11/94 10/17/94 11/08/94 11/10/94 CENTRAL CONTRA COSTA SANITARY DISTRICT FACILITIES FINANCING AUTHORITY Resolution No. 94-5 RESOLUTION OF THE CENTRAL CONTRA COST A SANITARY DISTRICT FACILITIES FINANCING AUTHORITY APPROVING INSTALLMENT SALE OF WASTEWATER IMPROVEMENTS TO THE CENTRAL CONTRA COSTA SANITARY DISTRICT, AUTHORIZING EXECUTION OF RELATED INSTALLMENT SALE AGREEMENT, ASSIGNMENT AGREEMENT AND TRUST AGREEMENT, AND APPROVING DELIVERY AND SALE OF NOT TO EXCEED $25,000,000 PRINCIPAL AMOUNT OF 1994 REVENUE INSTALLMENT CERTIFICATES AND RELATED MATTERS WHEREAS, the Central Contra Costa Sanitary District (the "District") desires to finance the acquisition and construction of certain wastewater facilities (the "Project") more particularly described in the agreements approved by this Resolution; and WHEREAS, the Central Contra Costa Sanitary District Facilities Financing Authority (the "Authority") has been formed for the purpose of assisting the District in the financing of facilities and property useful to the District, and the District has requested the Authority to assist it in financing the acquisition and construction of the Project; and WHEREAS, for such purposes the Authority has proposed to sell the completed Project to the District pursuant to that certain Installment Sale Agreement dated as of December 1, 1994 (the "Installment Sale Agreement") by and between the Authority as seller and the District as purchaser, and the obligations of the District under the Installment Sale Agreement are proposed to be secured by a pledge of and lien upon the net revenues of the Wastewater System of the District; and WHEREAS, for the purpose of obtaining the moneys required to finance the acquisition and construction of the Project by the Authority, the Authority proposes to assign and transfer certain of its rights under the Installment Sale Agreement to Bank of America National Trust and Savings Association, as trustee (the "Trustee"), and in consideration of such assignment and the execution of the Trust Agreement dated as of December 1, 1994 (the "Trust Agreement") by and among the District, the Authority and the Trustee, the Trustee has agreed to execute and deliver 1994 Revenue Installment Certificates (Wastewater Facilities Improvement Project) in the aggregate principal amount of not to exceed $25,000,000 (the "Installment Certificates"), each evidencing a direct, undivided interest in the Installment Payments to be made by the District under and as defined in the Installment Sale Agreement; and WHEREAS, the Board of Directors of the Authority wishes at this time to authorize all proceedings relating to the execution and sale of the Certificates for the purpose of financing the acquisition and construction of the Project, and the execution and delivery of all agreements and documents relating thereto; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Central Contra Costa Sanitary District Facilities Financing Authority as follows: Section 1. Approval of Installment Sale Agreement. The Board of Directors hereby approves the installment sale of the Project by the Authority to the District in the aggregate principal amount of not to exceed $25,000,000 pursuant to and in accordance with the terms and provisions of the Installment Sale Agreement in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the President, Executive Director or Treasurer. The Board of Directors hereby authorizes and directs any of the President, Executive Director or Treasurer to execute, and the Secretary to attest and affix the seal of the District to, said form of the Installment Sale Agreement for and in the name of the Authority. The schedule of Installment Payments set forth as an appendix to the Installment Sale Agreement shall conform to the schedule of principal and interest payments represented by the Certificates, determined pursuant to Section 3 hereof. Section 2. Approval of Trust Agreement. The Board of Directors hereby approves the Trust Agreement in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by the President, Executive Director or Treasurer. The Board of Directors hereby authorizes and directs any of the President, Executive Director or Treasurer to execute, and the Secretary to attest and affix the seal of the Authority to, said form of the Trust Agreement for and in the name of the Authority. Section 3. Approval of Sale of Certificates. The Board of Directors of the District has adopted its resolution calling for bids to be received for the purchase of the Installment Certificates. Bids shall be received, and the Installment Certificates shall be sold, subject to the terms and conditions set forth in the Official Notice of Sale of the Installment Certificates in substantially the form attached as Exhibit A to such resolution. The Board of Directors hereby approves the sale of the Installment Certificates pursuant to such Official Notice of Sale and resolution of the District. Section 4. Approval of Assignment Agreement. The Board of Directors hereby approves the Assignment Agreement in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by the President, Executive Director or Treasurer. The Board of Directors hereby authorizes and directs any of the President, Executive Director or Treasurer to execute, and the Secretary to attest and affix the seal of the Authority to, said form of the Assignment Agreement for and in the name of the Authority. Section 5. Official Statement. The Board of Directors hereby approves, and hereby deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Installment Certificates, in the form on file with the Secretary of the Authority. The financial advisor for the District is hereby authorized to distribute the Official Statement in connection with the sale of the Certificates. Any of the President, Executive Director or Treasurer of the Authority is hereby authorized and directed to (a) execute and deliver to the purchaser of the Certificates a certificate deeming the preliminary Official Statement to be nearly final as of its date, (b) approve any changes in or additions to cause such Official Statement to be put in final form, and (c) execute said final Official Statement for and in the name and on behalf of the Authority. Section 6. Appointment of Counsel. The law firm of Jones Hall Hill & White, A Professional Law Corporation, is hereby appointed as counsel to the Authority in connection with the execution and delivery of the Installment Certificates. Such firm shall receive no additional compensation for acting in such capacity over its compensation for acting as bond counsel to the District in connection with the execution and delivery of the Installment Certifica tes. -2- Section 7. Ratification of Articles of Incorporation. The Articles of Incorporation for the Authority which have been filed with the Secretary of State of the State of California, and are attached hereto as an exhibit and incorporated by this reference, are hereby ratified and approved as the Articles of Incorporation of the Authority. Section 8. Official Actions. The President, the Executive Director, the Treasurer, the Secretary and all other officers of the Authority are each authorized and directed in the name and on behalf of the Authority to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, including but not limited to agreements for the engagement with the bond counsel and financial advisor referred to herein, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Section 9. Effective Date. This resolution shall take effect from and after the date of approval and adoption thereof. * . * . * * . * * . . . * PASSED AND ADOPTED this 17th day of November; 1994, by the following vote: AYES: Directors: NOES: Directors: ABSENT: Directors: President of the Authority Board of the Central Contra Costa Sanitary District Facilities Financing Authority, County of Contra Costa, State of California COUNTERSIGNED: Secretary of the Central Contra Costa Sanitary District Facilities Financing Authority, County of Contra Costa, State of California Approved as to Form Michael D. Castelli, Bond Counsel Jones Hall Hill & White, A Professional Law Corporation -3- EXHIBIT A 13119-02 JHHW:MDC:lsk 10/11194 10117194 11108194 ARTICLES OF INCORPORATION CENTRAL CONTRA COSTA SANITARY DISTRICT FACILITIES FINANCING AUTHORITY L The name of this corporation is Central Contra Costa Sanitary District Facilities Financing Authority. IL A. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. B. The purposes for which this corporation is formed are: (1) The specific and primary purposes for which this corporation is formed are: a. To render financial assistance to the Central Contra Costa Sanitary District, Contra Costa County, State of California (the "District"), by financing, refinancing, acquiring, constructing, improving, leasing and selling of buildings, building improvements, equipment, electrical, water, sewer, road and other facilities, lands, and any other real or personal property for the benefit of residents of the District and surrounding areas. b. To acquire by lease, purchase or otherwise, real or personal property or any interest therein; to construct, reconstruct, modify, add to, improve or otherwise acquire or equip buildings, structures or improvements and (by sale, lease, sublease, lease-back, gift or otherwise) make any part or all of any such real or personal property available to or for the benefit of the residents of the District. c. To promote the common good and general welfare of the residents of the District, and the governmental enterprises in the District and surrounding areas by the acquisition of the real and personal property as hereinabove described. d. To borrow the necessary funds to pay the cost of financing, refinancing, acquiring, constructing, replacing, establishing, improving, maintaining, equipping and operating such properties and facilities for the herein described purposes, the indebtedness for which borrowed money may, but need not, be evidenced by securities of this corporation of any kind or character issued at anyone or more times, which may be either unsecured or secured by any mortgage, trust deed, pledge, encumbrance or other lien upon any part or all of the properties and assets at any time then or thereafter owned or acquired by this corporation. e. To receive limited or conditional gifts or grants in trust, inter vivos, or by way of testamentary devises, bequests or grants in trust, or otherwise, funds of all kinds including property, both real, personal and mixed, whether principal or income, tangible or intangible, present or future, vested or contingent, in order to carry on the purposes of this corporation. (2) The general purposes and powers are to have and exercise all rights and powers now or hereafter conferred on nonprofit corporations under the laws of the State of California; provided, however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific and primary purposes of this corporation; provided further, however, that this corporation shall not have the power to, and shall not, do any act or conduct any activity, plan, scheme, design or course of conduct which in any way conflicts with sections 501(c)(3) or 501(c)(4) of the Internal Revenue Code of 1986 and regulations promulgated pursuant to such sections as they now exist or as they may hereafter be amended. ill. The name and address in the State of California of this corporation's initial agent for service of process is: Joyce Murphy Secretary Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 IV. The principal office for the transaction of the business of this corporation is located in Contra Costa County, California. The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. v. A. This corporation is organized and operated by a group of public spirited citizens exclusively for charitable purposes within the meaning of section 501(c)(4) of the Internal Revenue Code of 1986. B. Notwithstanding any other provision of these Articles, this corporation shall not carryon any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(4) of the Internal Revenue Code of 1986. C. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for political office. -2- VL A. During the continuance of this corporation, it may distribute any of its assets to the United States of America, the State of California, or any political subdivision thereof, to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable or social welfare purposes and which has established its tax-exempt status under section 501(c)(3) or 501(c)(4) of the Internal Revenue Code of 1986. B. Upon the dissolution or winding up of this corporation, its assets remaining after payment of, or provision made for the payment of, all debts and liabilities of this corporation, shall be distributed to the United States of America, the State of California, or any political subdivision thereof, or to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable or social welfare purposes and which has established its tax-exempt status under section 501 (c)(3) or 501 (c)(4) of the Internal Revenue Code of 1986. IN WITNESS WHEREOF, the undersigned, being the sole incorporator of this corporation, has executed these Articles of Incorporation, as of the _ day of _, 1994. By Michael D. Castelli, Esq. Incorporator I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed. By Michael D. Castelli, Esq. Incorporator -3- PAGE 1 OF17 NO. 12. BUDGET AND FINANCE b. DATE TYPE OF ACTION ADOPT RESOLUTIONS SUBMITTED BY INITIATING DEPT.IDIV. Debbie Ratcliff, Controller Administrative/Finance ISSUE: Approval and authorization of the Board of Directors is required to appoint Bond Counsel and to borrow funds through the delivery of long-term Revenue Installment Certificates. BACKGROUND: As part of the 1994-95 Capital Improvements Financing Program, staff has proposed that the District borrow $25 million using long-term (20 year) Revenue Installment Certificates. The need for borrowing arises from the necessity to fund several ongoing projects (such as the Headworks, Secondary Clarifier Improvements, Disinfection Facilities Improvements, Aeration Basin Improvements, Cogeneration Facility and Pleasant Hill Relief Interceptor) while maintaining a prudent reserve in the Sewer Construction Fund for cash-flow management and contingencies. The 1994-95 Capital Improvements Financing Program was discussed with the Board's Budget and Finance Committee on September 26 and November 3, 1994, and subsequently with the full Board at the November 3, 1994, regular meeting. Staff has conducted a formal process to select Bond Counsel and a Financial Advisor for the long-term certificates. This process included a request for written proposals, review of proposals received, interviews of 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, Stone and Youngberg, was selected as Financial Advisor. These firms were selected based on the experience and expertise of the teams proposed, their commitment to the project scope and schedule, excellent references, and reasonable cost. The cost for Bond Counsel and Financial Advisory services are: Jones Hall Hill and White Stone and Youngberg $55,000 $25,000 Additional costs of approximately $60,000 will be incurred to print the official statement, engage Bank of America as trustee, and obtain ratings from both Standard & Poor's and Moody's Investor's Service. A resolution to appoint Jones Hall Hill and White as Bond Counsel for the 1994 Revenue Installment Certificates is presented as Attachment 1. RE~EWEDANDRECOMMENDEDFORBOARDAcnON ~ 1302A-7/91 PM SUBJECT ADOPT RESOLUTIONS APPOINTING BOND COUNSEL, APPROVING, AUTHORIZING, AND DIRECTING THE EXECUTION OF DOCUMENTS, AND AUTHORIZING THE DELIVERY OF AND APPROVING THE PRELIMINARY OFFICIAL STATEMENT FOR 1994 REVENUE INSTALLMENT CERTIFICATES (WASTEWATER FACILITIES IMPROVEMENT PROJECT) POSITION PAPER PAGE 2 OF 17 DATE November 14, 1994 A District Board resolution authorizing the delivery of the certificates within specific financial parameters pursuant to a noticed public sale, authorizing staff to execute documents (including an Installment Sale Agreement with the Central Contra Costa Sanitary District Facilities Financing Authority and a Trust Agreement with Bank of America) and approving the Preliminary Official Statement for the certificates is presented as Attachment 2. The draft Preliminary Official Statement for the certificates and the proposed agreements are on file in the office of the Secretary of the District and are being delivered to the Board under separate cover. RECOMMENDATION: Two actions are required to approve and direct the delivery of the 1994 Revenue Installment Certificates (Wastewater Facilities Improvement Project): (1) Adopt a resolution appointing Jones Hall Hill and White as Bond Counsel (Attachment 1). (2) Adopt a resolution authorizing staff to execute documents and authorizing the delivery of and approving the Preliminary Official Statement for 1994 Revenue Installment Certificates in an amount not-to-exceed $25 million (Attachment 2). 1302B-7/91 ---,--_.~_._~-,._--_._----_._--~-----.."-_.,--_._-~-- ATTACHMENT 1 RESOLUTION NO. RESOLUTION OF THE BOARD OF DIRECTORS OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT APPOINTING BOND COUNSEL FOR ITS 1994 REVENUE lNST ALLMENT CERTIFICATES RESOL VED, by the Board of Directors of the Central Contra Costa Sanitary District, California, as follows: WHEREAS, 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 District causing the execution and delivery of 1994 Revenue Installment Certificates (the "Installment Certificates") therefor; WHEREAS, in connection with such proceeding the District requires the advice 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 in connection with the execution and delivery of the Installment Certificates, 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. ************************ PASSED AND ADOPTED this 17th day of November, 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 2 13119-02 JHHW:MDClsk ATTACHMENT 2 10/11/94 10/17/94 11/08/94 RESOLUTION NO. RESOLUTION OF THE BOARD OF DIRECTORS OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN INSTALLMENT SALE FINANCING DOCUMENTS IN CONNECTION WITH A PROPOSED ISSUE OF 1994 REVENUE INSTALLMENT CERTIFICATES (WASTEWATER FACILITIES IMPROVEMENT PROJECT), APPROVING THE FORMS OF A NOTICE OF SALE, A NOTICE OF INTENTION TO SELL, THE PREPARATION OF AN OFFICIAL STATEMENT FOR SUCH INSTALLMENT CERTIFICATES, AND OTHER MATTERS RELATED THERETO RESOLVED, by the Board of Directors of the Central Contra Costa Sanitary District, California, as follows: WHEREAS, this Board of Directors (the "Board") has determined to finance various improvements to the wastewater collection, treatment and disposal system of the Central Contra Costa Sanitary District (the "District") through the execution and delivery of the below identified Installment Sale Agreement and the below referenced Installment Certificates; NOW, THEREFORE, the Board of the Central Contra Costa Sanitary District hereby finds, determines, declares and resolves as follows: Section 1. Installment Certificates. 1994 Revenue Installment Certificates (Wastewater Facilities Improvement Project) (the "Installment Certificates"), representing direct undivided fractional interests in installment payments to be made by the District under the Installment Sale Agreement, the form of which is approved below, are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, the form of which is approved below; provided, that the principal component of the obligation to make installment payments, and, as a consequence, the aggregate amount of the Installment Certificates shall not exceed $25,000,000. Section 2. Call for Bids: Authorization of Competitive Sale of Installment Certificates. The Board hereby calls for bids to be received for the purchase of the Installment Certificates subject to the terms and conditions set forth in the Official Notice of Sale of the Installment Certificates in substantially the form attached hereto as Exhibit A and by this reference incorporated herein, together with any additions thereto or changes therein as may be deemed necessary or advisable by the General Manager-Chief Engineer, Deputy General Manager or Controller (the "Authorized District Representatives"). The Authorized District Representatives are each hereby authorized and directed to execute the Notice of Sale in substantially the form presented to this meeting with such changes, insertions (including the date for receipt of bids, provided that such date is no later than March 30, 1995) and omissions as the Authorized District Representative executing the same may require or approve. The terms and conditions of the offering and sale of the Installment Certificates shall be as specified in the Notice of Sale. Sealed bids for the purchase of the Installment Certificates shall be received by the District at the time and place set forth in the Notice of Sale. The Authorized District Representatives are each hereby authorized and directed, for and in the name of the District, to accept the lowest bid for the Installment Certificates (provided that the maximum interest rate does not exceed 8.0%), or to reject all bids therefor, in accordance with the terms of the Notice of Sale. Section 3. Publication of Notices. Pursuant to Section 53692 of the Government Code, Jones Hall Hill & White, as bond counsel to the District, is hereby authorized to cause to be published once not later than 15 days prior to the date set for the opening of bids in the Notice of Sale, in The Bond Buyer, the Notice of Intention to Sell Installment Certificates in substantially the form attached hereto as Exhibit B and by this reference incorporated herein, together with any additions thereto or changes therein as may be deemed necessary or advisable by an Authorized District Representative. Section 4. Approval of Official Statement. The Board hereby approves, and hereby authorizes each of the Authorized District Representatives to deem nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement relating to the Installment Certificates, in the form on file with the Secretary, together with any changes therein which are approved by an Authorized District Representative. The firm of Stone & Youngberg as financial advisor to the District, is hereby authorized to distribute the Official Statement and Notice of Sale to prospective bidders in connection with the sale of the Installment Certificates. Each of the Authorized District Representatives is hereby authorized and directed to: (a) execute and deliver to the purchaser of the Installment Certificates a certificate deeming the preliminary Official Statement to be nearly final prior to the sale of the Installment Certificates, (b) approve any changes in or additions to cause such Official Statement to be put in final form, and (c) execute said final Official Statement for and in the name and on behalf of the District. Section 5. Approval of Financing Documents. The Board hereby approves each of the following agreements to be entered into by the District in connection with the financing to be accomplished from the Installment Certificates, in each case in the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by an Authorized District Representative: (a) Installment Sale Agreement dated as of December 1, 1994, by and between the District as purchaser and the Central Contra Costa Sanitary District Facilities Financing Authority (the "Authority") as seller of certain improvements to the wastewater enterprise of the District; (b) Trust Agreement dated as of December 1, 1994, by and among the District, the Authority and Bank of America National Trust and Savings Association, as trustee, authorizing the execution and delivery of the Installment Certificates representing direct undivided fractional interests in installment payments to be made by the District under the Installment Sale Agreement, and prescribing the terms and provisions of the Installment Certificates. The Board hereby authorizes and directs any Authorized District Representative to execute, and the Secretary or Secretary Pro Tem to attest and affix the seal of the District to, each of the foregoing agreements for and in the name of the District. The Board hereby authorizes the delivery and performance of each of the foregoing agreements by the District. Section 6. Official Actions. The Authorized District Representatives, Secretary, Secretary Pro T em and all other officers of the District are each authorized and directed in the name and on behalf of the District to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents (including, without limitation, in connection with the purchase of bond insurance with respect - 2- to the Installment Certificates if such insurance is expected, following consultation with Stone & Youngberg, to result in a lower net interest cost to the District) which they or any of them deem necessary or appropriate in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. ****************** PASSED AND ADOPTED this 17th day of November, 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 -3- EXHIBIT A Bidders are requested to monitor Munifacts News Service for among other things, changes in the date and time for the receipt of Bids OFFICIAL NOTICE OF SALE $25,000,000* CENTRAL CONTRA COST A SANITARY DISTRICT 1994 REVENUE INSTALLMENT CERTIFICATES (W ASTEW A TER FACILITIES IMPROVEMENT PROJECT) NOTICE IS HEREBY GIVEN that sealed proposals will be received and opened by a representative of the Central Contra Costa Sanitary District (the "District") at the office of Stone & Youngberg, 50 California Street, 35th Floor, San Francisco, California 94111 (telephone 415/981-1314) (the "Financial Advisor") on TUESDAY, DECEMBER 6, 1994 at the hour of 10:00 o'clock A.M., California time, for the purchase of $25,000,000* principal amount of Central Contra Costa Sanitary District 1994 Revenue Installment Certificates (Wastewater Facilities Improvement Project) (the "Certificates") evidencing and representing undivided, proportionate interests of the registered owners thereof in payments (the "Installment Payments") to be made by the District, a sanitary district organized and existing under and by virtue of the laws of the State of California, to purchase the Wastewater Facilities Improvement Project (the "Project") of the District as defined in and pursuant to an Installment Sale Agreement to be executed and entered into as of December 1, 1994 (the "Installment Sale Agreement) by and between the District and Central Contra Costa Sanitary District Facilities Financing Authority (the "Authority"), a nonprofit corporation organized and existing under and by virtue of the laws of the State of California. The Authority will assign its rights to the Installment Payments and certain other rights to Bank of America National Trust & Savings Association (the "Trustee") pursuant to an Assignment Agreement to be executed and entered into as of December 1, 1994 (the "Assignment Agreement") by and between the Authority and the Trustee, and the Certificates will be executed and delivered by the Trustee pursuant to, and as more particularly described in, a Trust Agreement to be executed and entered into as of December 1, 1994 (the "Trust Agreement") by and among the Trustee, the Authority and the District (which Trust Agreement is incorporated herein by reference), and copies of any of such documents in substantially final form will be furnished by the Financial Advisor to any interested bidder upon request. The Certificates hereby offered for sale are generally described as follows. Bidders should refer to the Preliminary Official Statement for definitions of terms and credit information regarding the Certificates. * See the paragraph be/ow captioned "ADJUSTMENT OF PRINelP AL AMOUNTS." ISF942830.0051 ISSUE: The Certificates will be executed only as fully registered Certificates and when executed will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Certificates will be executed and delivered in book-entry only form without coupons, all dated as of their date of delivery, in the denomination of five thousand dollars ($5,000) each or any integral multiple thereof; provided, that no Certificate will have principal becoming payable on more than one payment date. ADJUSTMENT OF PRINCIPAL AMOUNTS: The total principal amount of the Certificates and the principal amount of the Certificates payable on each Certificate payment date set forth in this Official Notice of Sale reflect certain estimates of the District and the Financial Advisor with respect to the likely interest rates of the successful bid and the premium or the discount contained in the successful bid. After selecting the successful bid, the total principal amount of the Certificates is subject to adjustment by the District and the principal amount of the Certificates payable on each Certificate payment date is subject to adjustment by the District in five thousand dollar ($5,000) increments to reflect the actual interest rates and any premium or discount contained in the successful bid in order to create a more level debt service on the Certificates; provided, that any such adjustment will not change the total principal amount of the Certificates by more than five hundred thousand dollars ($500,000) and any such adjustment will not cause the principal amount of the Certificates payable on any Certificate payment date to increase or decrease by more than ten percent (10%) from the amount shoVvTI in the table below under the paragraph captioned "PAYMENT DATES" and the interest rates bid by the successful bidder will not be subject to adjustment. The successful bidder will be notified of any such adjustments within three (3) hours of the opening of bids, and the successful bidder may not withdraw its bid as a result of any adjustments made within the foregoing limits. PAYMENT DATES: The Certificates are payable on September 1 in each of the years, and in the principal amounts, as set forth below: Payment Dates Principal Amount September 1, 1996 September 1, 1997 September 1, 1998 September 1, 1999 September 1, 2000 September 1, 2001 September 1, 2002 September 1, 2003 September I, 2004 September 1, 2005 September 1, 2006 September 1, 2007 September I, 2008 September 1,2009 September 1,2010 September 1,2011 September 1,2012 [To be inserted] ISF942830.0051 -2- September 1, 2013 September 1, 2014 September I, 2015 September 1, 2016 September 1, 2017 September 1,2018 September 1, 2019 September 1, 2020 Septem ber 1, 202 1 September 1,2022 September 1, 2023 September 1, 2024 Bidders may provide that all of the Certificates be issued as serial Certificates or may provide that any two or more consecutive annual principal amounts be combined into term Certificates of one term Certificate payment date. INTEREST RATE: The maximum interest rate on any Certificate will not to exceed twelve percent (12%) per annum, payable on September 1, 1995, and thereafter semiannually on March 1 and September 1 each evidenced and represented by the Certificates. Bidders may specify any number of separate rates and the same rate or rates may be repeated as often as desired; provided, that (i) each interest rate specified in any bid must be a multiple of one-eighth or one-twentieth of one percent (1/8 or 1/20 of 1 %) per annum and a zero rate of interest cannot be specified; (ii) no Certificate will evidence and represent more than one rate of interest; (iii) each Certificate will evidence and represent interest from its dated date to its stated payment date at the interest rate specified in the bid; (iv) all Certificates payable at anyone time will evidence and represent the same rate of interest; (v) the difference between the lowest and highest rate of interest payable by the District on the principal amount in any year ending on September 1 will not exceed three percent (3%); and all Certificates payable at anyone time will evidence and represent the same rate of interest; (vi) the interest rate specified for the Certificates pavable on any Certificate pavment date will not be less than the interest rate or rates specified for any Certificates payable on anv prior Certificate payment date; and (vii) any premium must be paid in funds immediately available to the Trustee as part of the purchase price. FORM OF BID; MAXIMUM DISCOUNT: All bids must be for not less than all of the Certificates and for not less than 97% of the principal amount thereof plus accrued interest to the date of delivery, and no bid will be accepted which provides for the waiver of interest or other concession by the bidder as a substitute for payment in full of the purchase price of the Certificates. The amount of discount specified in any bid will not exceed three percent (3%) of the aggregate principal amount of the Certificates. Such 3% limit will include the cost of insurance; should the bidder elect to purchase insurance for any or all of the Certificates. ISF942830.0051 -3- PREPA YMENT: (a) Mandatory Prepayment. If the successful bidder designates principal amounts to be combined into one or more term Certificates, the term Certificates of such term Certificate payment date will be subject to mandatory prepayment prior thereto, upon notice as provided in the Trust Agreement, in part on each September 1 commencing on the September I of the first year which has been combined to form such term Certificate payment date and continuing on September 1 in each year thereafter until the stated payment date of the Certificates of such term Certificate payment date, in integral multiples of five thousand dollars ($5,000), solely from scheduled Installment Payments made by the District, at a prepayment price equal to the sum of the principal amount or such part thereof evidenced and represented by the Certificates to be prepaid plus accrued interest evidenced and represented thereby to the date fixed for payment, without a prepayment premium. The amount so prepaid in any year will be equal to the principal amount for such year set forth in the table above under the paragraph captioned "PAYMENT DATES," as adjusted in accordance with the provisions described above in the paragraph captioned "ADJUSTMENT OF PRINCIPAL AMOUNTS." (b) Optional Prepavment. The Certificates with Certificate payment dates on or after September 1, 2005, are subject to redemption, on any date on or after September 1, 2004, as a whole, or in part from such Certificate payment dates as may be selected by the District and by lot within any single Certificate payment date (with each prepayment in a minimum principal amount of at least twenty thousand dollars ($20,000)), in integral multiples of five thousand dollars ($5,000), from any source of available funds, at a prepayment price equal to the sum of the principal amount evidenced and represented by the Certificates to be prepaid plus accrued interest evidenced and represented thereby to the date fixed for prepayment plus a prepayment premium (expressed as a percentage of the principal amount) as set forth below: Prepayment Date Prepayment Premium September I, 2004 through August 31, 2005 September 1,2005 through August 31, 2006 September I, 2006 and thereafter 1% ~ o TRUSTEE: Bank of America National Trust & Savings Association, is the Trustee for the payment of principal of, premium, if any, and interest on the Certificates and for the registration of the Certificates. PURPOSE: The Certificates are authorized for the purpose of providing the financing for the acquisition and construction of the Project constituting improvements to the wastewater system of the District (the "Wastewater System"). SECURITY: Each Certificate represents a proportionate, undivided interest in the Installment Payments to be made by the District under the Installment Sale Agreement. The obligation of the District to make Installment Payments is a special obligation of the District, and is payable from the Net Revenues (as that term is defined in the Installment Sale Agreement) of the Wastewater System of the District and the other funds as provided in the Installment Sale ISF942830.0051 -4- Agreement. The District will fund from proceeds of the Certificates a reserve fund in an amount equal to maximum annual debt service due under the Installment Sale Agreement (but not greater than the amount permitted under the Internal Revenue Code of 1986, as amended) to secure the District's obligation to pay Installment Payments under the Installment Sale Agreement. LEGAL OPINION: The legal opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California (the "Bond Counsel"), with respect to the validity of the District's obligations under the Installment Sale Agreement and to the effect that the Certificates have been duly executed and delivered and are entitled to the benefits of the Trust Agreement, will be furnished to the successful bidder without charge. TERMS OF SALE HIGHEST BID: The Certificates will be awarded to the highest responsible bidder, considering the interest rate or rates specified and the premium offered, if any, or the discount bid, if any. If any bidder elects in its bid to have the District purchase a policy of debt service insurance on the Certificates (as described in the paragraph below captioned "BOND INSURANCE"), the cost of such insurance will be treated as a discount (subject to the 3% limit) in determining the best price for the Certificates. The highest responsible bidder will be the bidder submitting the best price for the Certificates, which best price will result in the lowest effective interest rate or true interest cost. The lowest effective interest rate will be computed in accordance with the true interest cost computed by doubling the semiannual interest rate (compounded semiannually) necessary to discount debt service payments from their respective payment dates to the expected closing date, of the Certificates and to the price bid (including any premium or discount including insurance) and accrued interest from the dated date of the Certificates to December 21, 1994, the anticipated date of delivery of the Certificates. For purposes of calculating the true interest cost, the principal amount of the Certificates designated by the bidder for mandatory sinking fund prepayment as part of a term Certificate, if any, will be treated as a serial maturity in each year. In the event two or more bids offer the same lowest true interest cost, the District, on behalf of the Authority, reserves the right to exercise its own discretion and judgment in making the award. The successful bidder must pay accrued interest, if any, computed on a 360-day year (30-day month) basis, from the date of the Certificates to the date of delivery. Changes made in the amortization schedule will not affect the determination of the winning bidder or give the winning bidder any right to reject the Certificates. RIGHT OF REJECTION: The District reserves the right, at its sole discretion, to reject any or all bids or to waive any irregularity or informality in any bid. PROMPT A WARD: The General Manager - Chief Engineer of the District action award the Certificates or reject all bids not later than twenty-six (26) hours after the time set for opening bids, unless such time of award is waived by the successful bidder. Notice of the award will be given promptly to the successful bidder. ISF942830.005J -5- DELIVERY AND PAYMENT: The Certificates will be delivered to DTC in New York, New York for deposit on or about December 21, 1994. The successful bidder will pay the Trustee for the Certificates on the date of delivery in Federal Reserve Bank funds or equivalent immediately available funds to the District. Payment on the delivery date will be made in an amount equal to the price bid for the Certificates plus accrued interest, if any, less the amount of the good faith deposit as described in the paragraph below captioned "GOOD FAITH DEPOSIT." BOND INSURANCE. The District has applied for a commitment for a policy of debt service insurance on the Certificates, and at least forty-eight (48) hours prior to the time for the receipt of bids will advise on the Munifacts News Service whether such commitment has been obtained. If it has been obtained, any bidder may elect to purchase such insurance; provided, that the cost of such insurance will be treated as a discount in determining the best price for the Certificates (subject to the 3% limit on underwriting discount) as described in the paragraph above captioned "HIGHEST BID." RIGHT OF CANCELLATION: The successful bidder will have the right, at its option, to cancel the contract of purchase if the Certificates are not executed, delivered and tendered within sixty (60) days from the date of sale thereof, and in such event the successful bidder will be entitled to the return of the good faith deposit accompanying its bid. GOOD FAITH DEPOSIT: Each bid must be accompanied by a good faith deposit or a certified check, cashier's check, or surety bond for $100,000. If a certified or cashier's check is used the check must be drawn on a bank or trust company transacting business in the State of California; if a surety bond is used, it must be from an insurance company licensed to issue such bond in the State of California, and payable to the order of the District to secure the District from any loss resulting from the failure of the bidder to comply with the terms of its bid. At the time of delivery of the Certificates such security will be applied against the purchase price for such Certificates or (subject to the last sentence of this paragraph) will be retained as liquidated damages upon the failure of the successful bidder to take and pay for the Certificates in accordance with the terms of its proposal. If the Certificates are awarded to a bidder using a Surety Bond, then that successful bidder is required to submit its bid check in the form of a cashier's check (or wire transfer) as instructed by the District not later than 11 :00 a.m. California time on the next business day following the award. If such deposit is not received by that time, the Surety Bond may be drawn by the District to satisfy the deposit requirement. The successful bidder will have no right in its bid check or to the funds represented thereby if it fails to complete the purchase of, and make payment in full of the purchase price of the Certificates for any reason whatsoever, unless such failure of performance will be caused by a negligent act or omission of the District. Bid checks (other than the check of the successful bidder) will be returned by the District by personal delivery or by mail promptly after the date of sale. No interest will be paid upon the deposit made by any bidder. Notwithstanding the foregoing, should the successful bidder fail to pay for the Certificates at the price and on the date agreed upon, the District retains the right to seek further compensation for damages sustained as a result of the successful bidder so doing. ISF942830.005J -6- ESTIMATE OF TRUE INTEREST COST: Bidders are requested, but not required, to supply an estimate of the true interest cost to the District (determined in accordance with the paragraph above captioned "HIGHEST BID") on the basis of their respective bids, which will be considered as informative only and not binding on either the bidder or the District. CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the Certificates, but neither the failure to print such numbers on any Certificate nor any error with respect thereto will constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Certificates in accordance with the terms hereof. All expenses in relation to the assigning and printing of CUSIP numbers on the Certificates will be paid by the District. CALIFORNIA DEBT ADVISORY COMMISSION FEE: All bidders are advised that, pursuant to Section 8856 of the California Government Code, it will be the responsibility of the successful bidder to pay the statutory fee to the California Debt Advisory Commission. BLUE SKY LAWS: The successful bidder will be responsible for the clearance or exemption with respect to the status of the Certificates for sale under the securities or "Blue Sky" laws of the several states and the preparation of any surveys or memoranda in connection therewith. NO LITIGATION: There is no litigation pending concerning the validity of the Certificates, the Installment Sale Agreement, the Assignment Agreement, the Trust Agreement, the corporate existence of the District or the title of the officers thereof to their respective offices or the corporate existence of the Authority or the title of the officers thereof to their respective offices, and the District and the Authority will furnish to the successful bidder certificates certifying to the foregoing as of and at the time of the delivery of the Certificates. REOFFERING PRICE: Simultaneously with or before delivery of the Certificates, the successful bidder will furnish to the District a written statement in form and substance acceptable to Bond Counsel (a) stating the initial reoffering prices on each maturity of the Certificates, (b) certifying that a bona fide offering of the Certificates has been made to the public (excluding bond houses, brokers and other intermediaries), (c) stating the prices at which at least ten percent (10%) of each maturity of the Certificates were sold to the public (excluding bond houses, brokers and other intermediaries), and (d) stating the price at which each Certificate was sold, or will be sold, to institutional or other investors with concessions or at a discount from the prices at which Certificates were, or will be, sold to the general public. Such written statement will state that it is made on the best knowledge, information and belief of the successful bidder after appropriate investigation. OFFICIAL STATEMENT: The District has adopted a Prelimimiry Official Statement relating to the Certificates, and has authorized the use of the Preliminary Official Statement in connection with the sale of the Certificates, which Preliminary Official Statement has been "deemed final" by the District for purposes of Rule I5c2-12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and related ISF942830.0051 -7- information as permitted by said rule). A copy of the Preliminary Official Statement and the Official Notice of Sale will be furnished to any interested bidder upon request to the Financial Advisor. Upon the sale of the Certificates, the District will complete an Official Statement substantially in the same form as the Preliminary Official Statement, subject to such amendments as are necessary and the successful bidder will be furnished within seven (7) business days of the sale of the Certificates with two hundred (200) copies of the Official Statement in final form, without charge, for distribution in connection with the resale of the Certificates. POSTPONEMENT: The District reserves the right to postpone, from time to time, the date established for the receipt of bids. Any such postponement will be announced over Munifacts News Service not later than 9:00 A.M., California time, on the business day prior to any announced date for receipt of bids. If any date fixed for the receipt of bids and the sale of Certificates is postponed, any alternative sale date will be announced via Munifacts News Service at least 24 hours prior to such alternative sale date. On any such alternative sale date, any bidder may submit a sealed bid for the purchase of the Certificates in conformity in all respects with the provisions of the Official Notice of Sale except for the date of sale and except for the changes announced by Munifacts News Service at the time the sale date and time are announced. RIGHT OF CANCELLATION BY DISTRICT: The District reserves the right at any time prior to and including the day of the bid opening, to cancel the public sale of the Certificates. In such event, the District will cause notice of the cancellation of this Official Notice of Sale and the public sale of the Certificates to be communicated through Munifacts News Service as promptly as practicable. However, failure to communicate such notice, failure of any prospective bidder to receive such notice or any defect or omission therein will not affect the cancellation of the public sale of the Certificates. RIGHT TO MODIFY OR AMEND: The District reserves the right to modify or amend this Official Notice of Sale including, but not limited to the right to adjust and change the principal amortization schedule of the Certificates being offered; however, such notifications or amendments will be made not later than 9:00 A.M., California time, on the business day prior to the bid opening and communicated through Munifacts News Service. ADDITIONAL INFORMATION: copies of the Trust Agreement, the Installment Sale Agreement, the Official Notice of Sale, Bid Form and the Preliminary Official Statement will be furnished to any potential bidder upon request made to Stone & Youngberg, 50 California Street, 35th Floor, San Francisco, CA 94111, telephone (415) 981-1314. CERTIFICA TE: At the time of delivery of the Certificates, the purchaser will receive a certificate, signed by an officer of the District, confirming to the purchaser that, to the best of the knowledge of said officer, that the Official Statement, as of the date of sale of the Certificates and as of the date of delivery thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein not misleading, in' the context in which they were made. ISF942830.0051 -8- Dated: ISF942830.0051 ,1994 Secretary of the Central Contra Costa Sanitary District -9- EXHIBIT B NOTICE OF INTENTION TO SELL CERTIFICATES APPROXIMA TEL Y $25,000,000 1994 REvENUE INSTALLMENT CERllFICA'IES (Wastewater Facilities Improvement Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Installment Pa}'I!lents to be Made by the Central Contra Costa Sanita9'.: District (Contra Costa County, California) NOTICE IS HEREBY GIVEN by the Central Contra Costa Sanitary District (the "District") that bids will be received by a representative of the District at the offices of Stone & Youngberg, 50 California Street, 35th Floor, San Francisco, California 94111, on Tuesday, December 6,1994 at 10:00 a.m. California Time, for the purchase of approximately $25,000,000 princiFal amount of 1994 Revenue Instalfment Certificates (Wastewater Facilities Imerovement Project) (the "Certificates '). The sale of the Certificates will be conducted upon the terms and conditions set forth in the Official Notice of Sale for the Certificates. Such Official Notice of Sale and the preliminary form of the Official Statement describing the Certificates may be obtained from the financial advisor to the District, Stone & Youngberg, 50 California Street, 35th Floor, San Francisco, California 94111, telephone no. (415) 981-1314. Dated: November 17, 1994