DUBLIN SAN RAMON SERVICES DISTRICT FINANCING IMPLEMENTATION - AMENDMENTS

FINANCING IMPLEMENTATION AGREEMENT This Financing Implementation Agreement, dated as of May 1, 2000, by and between the City of Pleasanton ("Pleasanton"), and the Dublin San Ramon Services District ("District"); WITNESSETH WHEREAS, the District presently owns and operates certain facilities and property (the "Enterprise") for the collection and treatment of wastewater within the service area of the District and Pleasanton; and WHEREAS, a portion of the Enterprise consists of a sewage treatment plant located at 7399 Johnson Drive in Pleasanton (the "Treatment Plant"); WHEREAS, the Treatment Plant was originally built in 1961, and presently has a capacity of treating 11.5 MGD (million gallons a day) of the District's and Pleasanton's sewage; and WHEREAS, since 1967, the District has been treating Pleasanton's sewage, pursuant to a series of agreements, most recently memorialized in that certain Agreement For Wastewater Disposal Services, dated November 3, 1992, between the District and Pleasanton, as amended (the "Regional Agreement"); WHEREAS, the District has been advised by Brown and Caldwell, consulting engineers (the "Consulting Engineers"), that the Treatment Plant capacity will be exceeded in three years at the current rate of growth and that improvements are required to resolve odor complaints by neighbors (the "Treatment Plant Repair Project"); and WHEREAS, in order to avoid violations of NPDES wastewater discharge requirements and BAAQMD air quality requirements, the District must expand the treatment capacity of the Treatment Plant from 11.5 MGD to 17.0 MGD (the "Treatment Plant Expansion Project"); WHEREAS, the District has determined, based on advice from its Consulting Engineers, that it must commence construction of the Treatment Plant Project not later than July 2000, and if construction is not commenced by such date, the completion of the Treatment Plant Repair Project will be delayed by nine (9) months, causing increased likelihood of odor control problems at the Treatment Plant and surrounding residential areas; and WHEREAS, in order to finance the costs of the Treatment Plant Repair Project and the Treatment Plant Expansion Project, the District has been working for more than a year with its financial advisor, Bartle Wells and Associates (the "Financial Advisor") and its underwriter, Morgan Stanley Dean Witter (the "Underwriter") on the preparation and marketing of a revenue certificate of participation issue of approximately $45,000,000 (the "Financing"); and 2