HomeMy WebLinkAbout14. Authorize a Joint Powers Authority Agreement with Sacramento Regional Co. Sanitation District for formation of No. Californina Sanitation Agencies Financing AuthorityItem 14.
BOARD OF DI RECTORS
POSIT ION PA PER
M E E T ING D AT E:J A NUA RY 19, 2023
S UB J E C T: A UT HO R I Z E E X E C UT I O N O F A J O I NT P O W E R S A UT HO R I T Y
A G R E E ME NT W I T H S A C R A ME NTO R E G I O NA L C O UNT Y S A NI TAT I O N
D I S T R I C T E NA B L I NG C E NT R A L S A N TO J O I N T HE F O R MAT I O N O F T HE
NO RT HE R N C A L I F O R NI A S A NI TAT I O N A G E NC I E S F I NA NC I NG
A UT HO R I T Y
S UB M I T T E D B Y:
P HI L I P L E I B E R, D I R E C TO R O F F I NA NC E A ND
A D MI NI S T R AT I O N
I NI T I AT I NG D E PART M E NT:
A D MI NI S T R AT I O N-F I NA NC E
RE V IE WE D B Y:K E V I N MI Z UNO, F I NA NC E MA NA G E R
R oger S . B ailey
General Manager
IS S UE
Board approval is requested to enter into an agreement to join a J oint P owers Authority arrangement.
B AC K G RO UND
I n A ugust 2022, staf f discussed with the F inance Committee an evolving opportunity to join a J oint P owers
Authority (J PA) with Sacramento R egional County Sanitation D istrict (R egional S an). Being part of a J PA
would allow f or the issuance of revenue bonds as a f orm of f inancing. T his position paper recommends
adoption of an agreement to join a J PA with Regional San to be called the "Northern C alif ornia S anitation
Agencies F inancing Authority".
At the March 2022 F inancial Workshop, staf f noted the need for about $200 million of additional external
financing for C entral San's 10-Year C apital I mprovement Program. E xternal f inancing may come in the
form of State R evolving F und (S R F ) loans, debt issued to the public in the f orm of Certificates of
Participation (C O Ps), or revenue bonds. S taff will be looking f or the most cost-effective f orm of f inancing,
which is likely to be S R F loans, but a public debt offering could be an attractive form of financing if S R F
loans are not available, or timely for the f inancing need. S taff has been advised that revenue bonds may
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be a lower cost f orm of f inancing than C O Ps, as C O Ps are a somewhat more complex f orm of f inancing
subject to potentially adverse investor sentiment in the event of any negative situations that may arise by
other issuers. I n light of that, it is justif ied to consider the issuance of revenue bonds as a better alternative
to C O Ps. Revenue bonds are a very standard form of municipal financing, especially for utilities.
However, revenue bonds f or special districts in California can only be used for new money (as opposed to
ref inancing existing debt) through a public vote, which is why C O Ps have of ten been used as an
alternative. D espite that, revenue bonds issued through a J PA, on behalf of a participant already in the
J PA , do not require a public vote. A ccordingly, that revenue bond arrangement achieves the same
outcome as a C O P structure but without the potential disadvantages.
I t is for this reason that such J PAs are established f or the purpose of f inancing projects by
members. Given the need for financing alternatives, staff planned to take steps towards making this form of
financing available for future needs through the formation of a J PA prior to the next external financing need,
which is estimated to occur around calendar years 2024-2025.
Establishing a J PA requires at least two separate government entities. C osts of forming a J PA are
minimal and include legal costs to specif y f ormation and governance documents, and then filing fees with
the S tate. Ongoing costs are minimal, and comparable to those involved in maintaining an entity like
C entral San's existing facilities f inancing authority used f or C O Ps.
I n A ugust 2022, staf f learned that the Sacramento C ounty S anitation Districts F inancing A uthority, a J oint
Exercise of Powers A greement (J PA) between Sacramento A rea S ewer District (S A S D) and Regional
San, was looking f or a new participant and extended a preliminary invitation for C entral San to explore
joining the J PA . A new partner is needed as the two existing participants, S A S D and R egional S an are
planning to merge. J PA s need more than one participant to continue; therefore, another entity would need
to join this arrangement. T his represents an opportunity f or Central S an to join with R egional S an as a
willing partner that already has a J PA agreement, with the only requirement being a modification f or Central
San to join. W ith C entral San's partnership, the new resulting J PA would be called the "Northern C alif ornia
Sanitation A gencies F inancing A uthority."
Accordingly, staff worked with R egional S an representatives to update the J PA agreement to ref lect the
replacement of S A S D with Central S an as the second J PA participant. Prior to discussing the specif ics of
the J PA agreement, it is important to note:
1. Only the J PA member using the J PA for the debt issuance is responsible f or repayment of that
debt. Accordingly, other J PA members have no risk or obligation f or repayment of debt they did not
use.
2. T he costs of maintaining a J PA are minimal. J PA B oard Members and of f icers consist of Board
members and staf f of the participating members. Costs related to particular financing would be
attributed to the entity using the proceeds while J PA administrative costs (minimal) would be split
between the two participants.
Of note in the attached draf t J PA agreement are the f ollowing:
1. Governance: T he J PA B oard will consist of f our members; two from each agency. T he C hair of the
J PA will alternate between the two entities on an annual basis. Alternates may be appointed along
with the two appointed members by each agency.
2. Officers: T he agreement specif ies officer positions as C hair, Vice-C hair, Secretary, Treasurer and
Auditor-Controller. R egional S an has proposed to provide staffing for the last two positions in the
form of their Treasurer and C ontroller. W hile these responsibilities could be shared between the two
participants having R egional S an staf f conduct these roles is viewed as acceptable by C entral San
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staf f .
3. C osts: T he costs would likely include charges f or staff time supplied by members (see No. 2
above), and costs of an independent auditor (likely to be less than $20,000 annually), with these
costs split between members.
T he draft agreement is based on the previous J PA between S A S D and Regional San with appropriate
updates reflective of input between Regional San and Central S an. T he B oard may choose to provide
additional f eedback on the agreement which would then need to be agreed to by R egional S an before
finalization. Or, the agreement could be approved as-is. Staf f have already received some feedback from
the F inance C ommittee of a relatively minor nature, which is reflected in the version of the agreement
attached here, as well as sent back to Regional San f or inclusion in a f inal agreement.
ALT E RNAT I V E S /C O NS I D E RAT IO NS
T he alternatives regarding a J PA include:
1. D o not participate in a J PA : T his would preclude the issuance of revenue bonds as a f orm of
financing for projects absent a public vote. T his is not recommended as revenue bonds are
expected to be an attractive f inancing alternative af ter State R evolving F und (S R F ) loans.
2. Participate in a different J PA : T his would require finding another existing J PA to join, or f orming a
J PA with other participants. T here does not appear to be any advantages to this path given that
R egional S an is an appropriate partner, and is willing to have Central S an join.
3. Participate in the proposed J PA , but with alternative terms in the agreement: C hanges to the
agreement are possible, and would need to be agreed to by both participants. T he terms in the
existing draft agreement were the result of a collaborative review process by staf f and counsel f or
R egional S an and C entral San, as well as some minor edits requested by the F inance C ommittee.
F I NANC IAL I M PAC T S
T he direct costs of participating in the J PA are minimal and estimated to be less than $25,000 annually.
Having a J PA available f or f inancing significant projects could generate interest savings versus the next
best alternative of issuing C ertif icates of Participation. Assuming savings of f ive basis points on $100
million in bonds would be $50,000 annually. Of f setting operating costs of the J PA assumed to be $25,000
against this would result in net annual savings of $25,000. A ctual savings will dif f er depending on the
extent of usage of the J PA f or bond issuances and J PA costs. T he allocation of J PA costs to each
participant may also be lower if additional entities join, which is also a signif icant possibility.
C O M M I T T E E RE C O M M E ND AT IO N
T he F inance C ommittee reviewed this matter at its D ecember 19, 2022 meeting and recommended
Board approval, af ter minor changes which were addressed by staf f had been addressed.
RE C O M M E ND E D B O ARD AC T I O N
Authorize entering into an agreement with S acramento Regional C ounty S anitation District f or Central S an
to join a J oint Powers A uthority entitled the Northern California Sanitation A gencies F inancing A uthority.
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Strategic Plan Tie-I n
G O A L FO U R : G overnance and Fiscal R esponsibility
Strategy 3 - Maintain financial stability and sustainability
AT TAC HM E NT S :
D escription
1. P roposed J PA A greement
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AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
BY AND AMONG
SACRAMENTO REGIONAL COUNTY SANITATION DISTRICT,
SACRAMENTO AREA SEWER DISTRICT (FORMERLY KNOWN AS COUNTY
SANITATION DISTRICT NO. 1)
AND
CENTRAL CONTRA COSTA SANITARY DISTRICT
CREATING THE
NORTHERN CALIFORNIA SANITATION AGENCIES FINANCING AUTHORITY
(FORMERLY KNOWN AS THE SACRAMENTO COUNTY SANITATION DISTRICTS
FINANCING AUTHORITY)
Dates as of October 1, 1993,
and Amended and Restated as of ______, 2023
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AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
This Amended and Restated Joint Exercise of Powers Agreement, dated as of ________, 2023
(the “Agreement”), by and among Sacramento Regional County Sanitation District, a county
sanitation district duly organized and existing under and by virtue of the laws of the State of
California (“Regional San”), Sacramento Area Sewer District (formerly known as County
Sanitation District No. 1), a county sanitation district duly organized and existing under and
by virtue of the laws of the State of California (“SacSewer”), and Central Contra Costa
Sanitary District, a sanitary district duly organized and existing under and by virtue of the
laws of the State of California (“Central San”), amends and restates the Joint Exercise of
Powers Agreement, originally dated as of October 1, 1993 (the “Original Agreement”), by
and between Regional San and County Sanitation District No. 1;
WITNESSETH:
WHEREAS, each of Regional San, SacSewer and Central San is authorized to acquire, hold
and dispose of real and personal property for its uses pursuant to the laws of the State of
Ca1ifornia; and
WHEREAS, under the Original Agreement and pursuant to Article 1 of Chapter 5 of
Division 7 of Title 1 of the Government Code of the State of California, Regional San and
County Sanitation District No. 1 created a joint exercise of powers entity called the
“Sacramento County Sanitation Districts Financing Authority” which had the power to jointly
exercise any powers common to Regional San and County Sanitation District No. 1 and to
exercise additional powers granted to the Authority under the Law (as defined herein) for the
purposes set forth herein; and
WHEREAS, in 2008 California Health and Safety Code section 4730.11 was amended to
rename County Sanitation District No. 1 as Sacramento Area Sewer District; and,
WHEREAS, as of August 24, 2022, the governing boards of Regional San and SacSewer
determined to merge Regional San and SacSewer by reorganizing into one legal entity and
accordingly, Regional San and SacSewer have requested that Central San join the Agreement as
an additional party and Central San has determined to so join by executing the Agreement; and
WHEREAS, Regional San, SacSewer and Central San intend to amend the Original Agreement
by the Agreement to add Central San as a party to the Agreement, to rename the joint exercise of
powers entity as the “Northern California Sanitation Agencies Financing Authority” and to make
certain other amendments to the Original Agreement; and
NOW, THEREFORE, Regional San, SacSewer and Central San for and in consideration of
the mutual promises and agreements herein contained, do agree as follows:
SECTION 1. DEFINITIONS
Unless the context otherwise requires, the. terms defined in this Section 1 shall for all purposes
of the Agreement have the meanings herein specified.
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Authority
The term “Authority” shall mean the entity initially created by the Original Agreement
named the Sacramento County Sanitation Districts Financing Authority and renamed
the Northern California Sanitation Agencies Financing Authority by the Agreement.
Board
The term “Board” shall mean the governing board of the Authority.
Central San
The term “Central San” shall mean the Central Contra Costa Sanitary District, a
sanitary district organized and existing under and by virtue of the laws of the State of
California and located in Contra Costa County, California.
Law
The term “Law” shall mean Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of
the Government Code of the State of California.
Party or Parties
The term “Party” means a party to the Agreement, meaning any of Regional San,
SacSewer or Central San. The term “Parties” means all parties to the Agreement,
meaning Regional San, SacSewer and Central San.
Regional San
The term “Regional San” shall mean the Sacramento Regional County Sanitation
District, a county sanitation district duly organized and existing under and by virtue of
the laws of the State of California and located in Sacramento County, California.
SacSewer
The term “SacSewer” shall mean the Sacramento Area Sanitation District, formerly
known as County Sanitation District No. 1, a county sanitation district duly organized
and existing under and by virtue of the laws of the State of California and located in
Sacramento County, California.
SECTION 2. PURPOSE
The Agreement is made pursuant to the Law for the purpose of assisting the financing and
refinancing of the acquisition and/or construction of real and personal property in and for any
Party by exercising the powers referred to in this Agreement.
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SECTION 3. TERM
The Agreement shall become effective as of October 1, 1993 and shall continue in full force
and effect until June 30, 2062, unless extended or earlier terminated by a supplemental written
agreement of the Parties; provided, that in no event shall the Agreement terminate while any
installment or rental payments are due by any Party to the Authority under any loan
agreement, or agreement related to the purchase or lease of any real or personal property from
the Authority to any Party, or while any bonds of the Authority issued pursuant to the Law
are outstanding.
SECTION 4. AUTHORITY
A. Previous Creation of Authority
Pursuant to the Original Agreement, the Authority was created pursuant to the Law as an
agency and public entity to be known as the “Sacramento County Sanitation Districts
Financing Authority.” Through the Agreement, the Authority is renamed the “Northern
California Sanitation Agencies Financing Authority.” As provided in the Law, the Authority
shall be a public entity separate from the Parties, and the debts, liabilities and obligations of
the Authority shall not constitute debts, liabilities or obligations of any Party (and except as
it relates to the retirement liabilities of the Authority if the Authority contracts with a public
retirement system within the meaning of Section 6508.1 of the Government Code of the State
of California). The Authority shall not contract with a public retirement system within the
meaning of Section 6508.1 of the Government Code of the State of California.
Within thirty (30) days after the effective date of the Agreement or any amendment hereto,
the Authority will cause a notice of the Agreement or such amendment to be prepared and
filed with the office of the Secretary of State of the State of California in the manner set forth
in Section 6503.5 of the Government Code of the State of California.
B. Governing Board
The Authority shall be administered by the Board, which shall consist of two members of the
board of directors of Regional San (and/or SacSewer) and two members of the board of
directors of Central San, with alternates for each member which may be designated by each
of Regional San (and/or SacSewer) and Central San, respectively. The term of office of any
member of the Board shall be equivalent to such member’s term of office as a member of the
board of directors of Regional San (and/or SacSewer) or Central San, as applicable.
The board of directors of Regional San (and/or SacSewer) or Central San may appoint an
alternate member of the Board for each member of the Board it appoints. Such alternate
member may act as a member of the Board in place of and during the absence or disability of
such regularly appointed member. All references in the Agreement to any member of the
Board shall be deemed to refer to an include the applicable alternative member when so acting
in place of a regularly appointed member of the Board.
Members of the Board shall not receive any compensation for serving as such, but shall be
entitled to reimbursement for any expenses actually incurred in connection with serving as a
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member if the Board shall determine that such expenses shall be reimbursed and there are
unencumbered funds available for such purpose. Members are not precluded from receiving
a stipend for Board meeting attendance as may be provided for by provisions of their member
agency for meetings and events.
C. Meetings of Board
Regular Meetings. The Board shall hold at least one regular meeting each year. The Board
hereby fixes the date, hour and place of regular meetings of the Board as follows: regular
meetings of the Board shall be held on each date and at the same hour and place as regular
meetings of the board of directors of Regional San. The Board may, by resolution, may provide
for the holding of additional regular meetings. The date upon which, and the hour and place at
which, each such regular meeting shall be held shall be fixed by resolution of the Board. Such
meetings may be held in person or virtually via videoconference as permitted by law.
(1) Legal Notice. All meetings of the Board shall be called, noticed, held and conducted subject to
the provisions of the Ralph M. Brown Act (Chapter 9 of Part 1 of Division 2 of Title 5 of the
Government Code of the State of California (Sections 54950-54961) or any successor legislation
hereinafter enacted.
(2) Minutes. The Secretary of the Authority shall cause minutes of all meetings of the Board to be
kept and shall, as soon as possible after each me ting, cause a copy of the minutes to be forwarded
to each member of the Board and to the Parties.
(3) Quorum. A majority of the members of the Board shall constitute a quorum for the transaction
of business, except that less than a quorum may adjourn meetings from time to time.
D. Officers; Duties
(1) The officers of the Authority shall be the Chair, Vice-Chair, Secretary, Treasurer and Auditor-
Controller. The Chair of the board of directors of Regional San shall serve as Chair of the
Authority in odd numbered calendar years and the President of the board of directors of Central
San shall serve as Chair of the Authority in even numbered years. The Chair/President of the
board of directors of Regional San or Central San that is not serving as Chair of the Authority in a
given year shall serve as Vice-Chair of the Authority during such year. The Board shall by
resolution appoint a secretary of the Authority, who shall not be a member of the Board.
(2) The Treasurer of Regional San is hereby designated as Treasurer of the Authority, and as such,
is hereby designated as the depositary of the Authority to have custody of all the money of the
Authority, from whatever source, and, as such, shall have the powers, duties and responsibilities
specified in Section 6505.5 or Section 6505.6 of the Government Code of the State of California.
The Treasurer of the Authority is designated as the public officer or person who has charge of,
handles, or has access to any property of the Authority, and such officer shall file an official bond
in the amount of $25,000 as required by Section 6505.1 of the Government Code of the State of
California; provided, that such bond shall not be required if the Authority does not possess or own
property or funds with an aggregate value of greater than $500.00.
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(3) The Controller of Regional San is hereby designated as Auditor-Controller of the Authority,
and, as such shall have the powers, duties and responsibilities specified in Section 6505.5 of the
Government Code of the State of California and shall draw checks to pay demands against the
Authority when the demands have been approved by the Authority. The Auditor-Controller of the
Authority is hereby authorized and directed to prepare or cause to be prepared:
(a) a special audit as required pursuant to Section 6505 of the Government Code of the
State of California every year during the term of the Agreement;
(b) a report in writing on the first day of July, October, January and April 1 of each year to
the Board and the Parties, which report shall describe the amount of money held by the
Treasurer of the Authority for the Board, the amount of receipts since the last such report,
and the amount paid out since the first such report.
(4) Regional San shall determine the charges to be made against the Authority for the services of
the Treasurer and the Auditor-Controller of the Authority as aforesaid.
(5) The Board shall have the power to appoint such other officers and employees as it may deem
necessary and to retain independent counsel, consultants, accountants and other professionals
necessary in the exercise of its powers.
(6) All of the privileges and immunities from liability, exemptions from laws, ordinances and
rules, all pension, relief, disability, worker’s compensation and other benefits which apply to the
activities of officers, agents or employees of the Parties when performing their respective
functions within the territorial limits of their respective Party, shall apply to them to the same
degree and extent while engaged in the performance of any of their functions and duties
extraterritorially under the provisions of the Agreement.
(7) None of the officers, agents or employees, if any, directly employed by the Authority shall
be deemed, by reason of their employment by the Authority, to be employed by any Party or, by
reason of their employment by the Authority, to be subject to any of the requirements of any
Party.
SECTION 5. POWERS
The Authority shall have the power to cause the acquisition and/or construction of real and
personal property in and for any Party and to sell, purchase or lease such real and personal
property to any Party, and the power to purchase, with the proceeds of its revenue bonds,
bonds other obligations issued by, any Party at public or negotiated sale, all in accordance
with the Law, and any such bonds or obligations so purchased may be held by the Authority
or sold to public or private purchasers at public or negotiated sale, as a whole or in part, upon
and subject to such conditions and terms as the Authority deems by resolution to be necessary,
appropriate and in the public interest, in furtherance of the Law.
The Authority is authorized, in its own name, to do all acts necessary for the exercise of said
powers for said purposes including but not limited to any or all of the following: to make and
1 Note to reviewers: This timing is required by Section 6505.5(e) of the California Government Code.
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enter into contracts, including contracts to provide personnel or services; to employ agents
and employees; and to sue and be sued in its own name. Such powers shall be exercised
subject only to such restrictions upon the manner of exercising such power as are imposed
upon Regional San in the exercise of similar powers, as provided in Section 6509 of the
Government Code of the State of California.
Notwithstanding the foregoing, the Authority shall have any and all additional powers
conferred under the Law, insofar as such additional powers may be necessary to accomplish
the purposes set forth in Section 2 hereof.
SECTION 6. TERMINATION OF POWERS
The Authority shall continue to exercise the powers herein conferred upon it until the
termination of the Agreement as provided in Section 3 or until the Parties shall have mutually
rescinded the Agreement.
SECTION 7. FISCAL YEAR
Unless and until changed by resolution of the Board, the fiscal year of the Authority shall be
the period from July 1 of each year to and including the following June 30.
SECTION 8. DISPOSITION OF ASSETS
At the end of the term hereof or upon the earlier termination of the Agreement as set forth in
Section 6 hereof, all assets of the Authority shall be distributed to the Parties, subject to the
provisions of Section 9 hereof.
SECTION 9. CONTRIBUTIONS AND ADVANCES
Contributions or advances of public funds and of personnel, equipment or property may be
made to the Authority by any Party for any of the purposes of the Agreement, and payment
of public funds may be made to defray the cost of any such contribution. Any such advance
shall be made subject to repayment, and shall be repaid in the manner agreed upon by any
Party, as the case may be, and the Authority at the time of making such advance; provided,
that it is mutually understood and agreed that no Party has any obligation to make advances
or contributions to the Authority to provide for the costs and expenses of administration of
the Authority, even though either may do so. After termination of the Agreement pursuant to
Section 3, any surplus money in possession of the Authority shall be returned to Regional San
and Central San in proportion to the unreimbursed contributions each has made.
SECTION 10. AGREEMENT NOT EXCLUSIVE
The Agreement shall not be exclusive and shall not be deemed to amend or alter the terms of
other agreements between the Parties, except as the terms of the Agreement may conflict
therewith, in which case the terms of the Agreement shall prevail.
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SECTION 11. ACCOUNTS AND REPORTS
The Authority shall establish and maintain such funds and accounts as may be required by
good accounting practice. The books and records of the Authority shall be open to inspection
at all reasonable times by the Parties and their duly authorized representatives. The Authority
shall give an audited written report of all financial activities for each fiscal year to the Parties
within not more than twelve (12) months after the close of each fiscal year.
So long as required by Section 6505.6 of the Government Code of the State of California, the
Auditor-Controller of the Authority shall either make, or contract with a certified public
accountant or public accountant to make, an annual audit of the accounts and records of the
Authority. In each case the minimum requirements of the audit shall be those prescribed by
the State Controller for special districts under Section 26909 of the Government Code of the
State of California and shall conform to generally accepted auditing standards. When such an
audit of accounts, and records is made by a certified public accountant or public accountant,
a report thereof shall be filed as public records with the Parties and, if required by
Section 6505.6 of the Government Code of the State of California other such entities as
required. Such report shall be filed within not more than twelve (12) months of the end of the
fiscal year or years under examination.
Any costs of the audit, including contracts with, or employment of, certified public
accountants or public accountants, in making an audit pursuant to this section shall be borne
by the Authority and shall be a charge against any unencumbered funds of the Authority
available for the purpose.
SECTION 12. CONFLICT OF INTEREST CODE
The Authority by resolution shall adopt a Conflict of Interest Code as required by law, which
may be the existing conflict of interest code of Regional San and Central San.
SECTION 13. BREACH
If default shall be made by any Party in any covenant contained in the Agreement, such default
shall not excuse any Party from fulfilling its obligations under the Agreement and the Parties
shall continue to be liable for the performance of all conditions herein contained. The Parties
hereby declare that the Agreement is entered into for the benefit of the Authority created
hereby and the Parties hereby grant to the Authority the right to enforce by whatever lawful
means the Authority deems appropriate all of the obligations of each of the Parties hereunder.
Each and all of the remedies given to the Authority hereunder or by any law now or hereafter
enacted are cumulative and the exercise of one right or remedy shall not impair the right of
the Authority to any or other remedies.
SECTION 14. NOTICES
Notices and other communications hereunder to the Parties shall be sufficient if delivered to the
clerk or secretary of the governing body of each Party.
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SECTION 15. SEVERABILITY
Should any part, term, or provision of the Agreement be decided by the courts to be illegal or
in conflict with any law of the State of California, or otherwise be rendered unenforceable or
ineffectual, the validity of the remaining parts, terns or provisions hereof shall not be affected
thereby.
SECTION 16. SUCCESSORS; ASSIGNMENT
The Agreement shall be binding upon and shall inure to the benefit of the successors of the
Parties. Except to the extent expressly provided herein, no Party may assign any right or
obligation hereunder without the consent of the other.
SECTION 17. AMENDMENT OF AGREEMENT
The Agreement may be amended by supplemental agreement executed by the Parties at any
time.
SECTION 18. FORM OF APPROVALS
Whenever an approval is required in the Agreement, unless the context specifies otherwise, it
shall be given, in the case of a Party, by resolution duly and regularly adopted by the board of
directors of such Party and, in the case of the Authority, by resolution duly and regularly
adopted by the Board. Whenever in the Agreement any consent or approval is required, the
same shall not be unreasonably withheld.
SECTION 19. HEADINGS
All section headings contained herein are for convenience of reference only and are not
intended to define or limit the scope of any provision of the Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be
executed and attested by their proper officers thereunto duly authorized, as of the day and year
first above written.
SACRAMENTO REGIONAL COUNTY
SANITATION DISTRICT
By:
Chair of the Board of Directors
SACRAMENTO AREA SEWER DISTRICT
By:
Chair of the Board of Directors
CENTRAL CONTRA COSTA SANITARY
DISTRICT
By:
Chair of the Board of Directors
January 19, 2023 Regular Board Meeting Agenda Packet - Page 92 of 319
Page 14 of 14