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
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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
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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
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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
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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
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Dated:
ISF942830.0051
,1994
Secretary of the Central Contra Costa Sanitary District
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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