BNY WESTERN TRUST - DEPOSIT AND ESCROW AGMT 2000

DEPOSIT AND. ESCROW AGREEMENT This Deposit and Escrow Agreement (the "Agreement"), by and between the City of Pleasanton, California (the "City"), the Dublin San Ramon Services District (the "District"), and BNY Western Trust Company (the "Escrow Agent"): WITNESSETH WHEREAS, the District owns and operates certain wastewater treatment and pretreatment facilities; and WHEREAS, the City provides wastewater collection and transmission services for wastewater emanating from City's local wastewater service area; and WHEREAS, the City and the District are member agencies of the Livermore-Amador Valley Water Management Agency ("LAVWMA"), which receives, transports, and disposes of treated wastewater emanating from its member agencies' wastewater service areas; and WHEREAS, LAVWMA proposes to repair and expand its wastewater export and disposal facilities (the "LAVWMA Expansion Project") through the issuance of bonds or other evidences of indebtedness (collectively, the "LAVWMA Bonds"); and WHEREAS, certain uniform regional connection fees (the "Regional Connection Fees") are imposed by the District and the City within their respective wastewater service areas; and WHEREAS, the Regional Connection Fees, when collected, have been deposited in the District's Regional Expansion Fund established pursuant to that certain agreement entered into between District and City entitled, "Agreement for Wastewater Disposal Services," dated November 3, 1992, as supplemented by that certain First Supplemental Agreement to Agreement for Wastewater Disposal Services, dated September 2, 1997, as amended by the Financing Implementation Agreement dated May 1, 2000, and as further may be amended from time to time (the "Regional Agreement"); and WHEREAS, paragraph 10 (e) of the Regional Agreement provides that the parties may enter into separate agreements in connection with financing the expansion of regional facilities (the "Regional Facilities Expansion Projects"); and WHEREAS, in connection with the construction of its Wastewater Treatment Plant Stage 4 Expansion Project ("WTP Stage 4 Project"), which is a Regional Facilities Expansion Projects, the District has created a rate stabilization fund (the "Rate Stabilization Fund"), into which it will deposit all Regional Connection Fees; and WHEREAS, the City and. the District have acknowledged and agreed that monies on deposit in the Regional Expansion Fund and the Rate Stabilization Fund (collectively referred to EscrwPtn.doc