ALAMEDA COUNTY WATER DISTRICT So. Grimmer Boulevard Fremont, CA 94538

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1 ALAMEDA COUNTY WATER DISTRICT So. Grimmer Boulevard Fremont, CA BOARD OF DIRECTORS January 8, 2015 Immediately following the ACWDFA Board of Directors Meeting (which starts at 6:00P.M.) ACCESSIBLE PUBLIC MEETINGS: Upon request, ACWD will provide wrilten agenda m aterials in appropriate alternative formats, or disability-related modification or accommodation, including auxiliary aids or services, to enable individuals with disabilities to participate in public meetings. Please send a written request at least 72 hours before the meeting to the District Secretary, ACWD, S. Grimmer Blvd., Fremont, CA 94538, or to gina.markou(cij,acwd.com stating your name, mailing address, phone number, and brief description of the requested materials and preferred alternative ormat or auxiliary aid or service. 1. ROLL CALL 2. SALUTE TO THE FLAG 3. PUBLIC COMMENTS Memb ers of the public may address the Board on any issues not listed on the agenda which are within the purview of the Alameda County Water District. Members of the public who wish to address the Board on a scheduled agenda item should approach the speaker 's podium at the time the item is introduced.! PRESENTATIONS: 1) Proposed 2015 Bond Issuance 2) 2015 Commodity Rates, Service Charges, and Drought Surcharges 4. CONSENT CALENDAR 4.1 Approval of Minutes - Special Meetings of September 25, November 6, December 8, and Regular Meeting ofdecember 11, Ratification of Payment of Audited Demands dated December 5, December 12, December 19, and December 29, Resolution Approving and Authorizing Execution of Public Water System AG E NDA January 8, 2015 PAGE 1

2 Extension Agreement with City of Fremont, Capitol A venue Extension PWC 8520, ACWD # Resolution Authorizing the Deposit and Withdrawal of Monies in the Local Agency Investment Fund 5. ACTION CALENDAR Items recommended for action on the Consent Calendar are noted with an asterisk * 5. 1 * Resolution Honoring Rory Fukuda upon his Retirement from District Service 5.2* Authorization of Professional Services Agreement Amendment for Engineering Services for the Mission San Jose Water Treatment Plant Access Road Erosion Mitigation Project 5.3* Authorization of Change Order No. 3 for the Stevenson Pond/Lago Los Osos Diversion Repair Project 5.4* Authorization of a Purchase Order Amendment for the ACWD Aqueduct to be Mailed to All District Addresses 5.5* Authorization of Purchase Order Amendment for Security Guard Services 5.6* Resolution Authorizing the Dissolution of the Alameda County Water District Public Facilities Financing Corporation 5. 7* Authorization of Change Order No. 3 and Time Extension for the Large Diameter Hayward Fault Seismic Retrofit Project 5.8 Authorization of Expedited Slope Repairs at the Avalon Tank Site 6. REPORTS The reports provided to the Board under Section 6.1 will not be routinely reviewed at the Board meeting, unless a request to do so is made by a member of the Board or a member of the public BOARD COMMITTEE REPORTS Operations & Water Quality Meeting ofdecember 15, Administrative & Finance Meeting ofdecember 16, Engineering & Capital Projects Meeting ofdecember 18, OPERATIONAL REPORTS Rainfall Report Water Production Report Quarterly Groundwater Recharge Report Investment Report Distribution System Monthly Hardness Report AGENDA January 8, 2015 PAGE2

3 6.3 STAFF PRESENTATIONS - None 6.4 GENERAL MANAGER' S REPORTS 7. DIRECTOR'S COMMENTS AND/OR AGENDA ITEM REQUEST 8. CLOSED SESSION 8.1 Conference with Legal Counsel - Existing Litigation Pursuant to California Government Code Section (d)(l) Name of Case: Stanley P. McBride and Marilyn J. Wright, on Behalf of Themselves and All Others Similarly Situated v. Alameda County Water District, Civil Action No. 14-cv EDL 9. ADJOURNMENT THE FOLLOWING COMMITTEES WILL MEET PRIOR TO THE NEXT REGULAR BOARD MEETING COMMITTEES BOARD MEMBERS TIME AND PLACE Operations & Water Quality Directors Gunther (C hair) and Huan g January 7, 4:15 P.M. - Admin istrati on Confe rence Room Engineerin g & Inform ati on Techn ology Directors Koll er (C hair) and Sethy January 15,4: 15 P.M. - Adm ini stration Conference Room Finance & O utreach Directors Sethy (Chair) and Weed January 20, 3:00P.M. - A dministrati on Conference Room Lega l & Legislati ve Directors Huan g (Cha ir) and Koller January 21, 3:00 P M - Adm ini stration Confe rence Room Water Resources & Conservation Directors Weed (Chair) and Gunther January 28,4: 15 P.M. - Ad mi nistration Conference Room Commlltee meetrn gs are open to the publr c. No Board act ron wrll be taken. AGENDA January 8, 2015 PAGE3

4 ALAMEDA COUNTY WATER DISTRICT MEMORANDUM D ATE: To: December 31, 2014 Board of Director ~~ FROM: Robert Shaver ~ ~ SUBJ ECT: Consent Calendar Items for Board Meeting of January 8, 2015 Attached for your information are items that will appear under the Consent Calendar. 4.1 Approval of Minutes - Special Meetings of September 25, November 6, December 8, and Regular Meeting of December 11, Ratification of Payment of Audited Demands dated December 5, December 12, December 19, and December 29, Resolution Approving and Authorizing Execution of Public Water System Extension Agreement with City of Fremont, Capitol A venue Extension PWC 8520, ACWD # The City of Fremont (City) project will construct an extension of Capitol A venue between State Street and Fremont Boulevard. Approximately 1,450 feet of potable water main will be installed along with other utilities and improvements to serve the project. The Public Water System Extension Agreement ("Extension Agreement") for this project is generally of the District's standard form except that "Buy America" provisions were added to meet the requirements of the City' s federal grant funding for the project and specified that the steel and iron materials used in the District's construction work in support of the project were domestically sourced. The Extension Agreement also includes revisions to standard easement and indemnity provisions specific to the needs of the project. Modifications to the Extension Agreement were made in consultation with the District's legal counsel. The Extension Agreement contains no reimbursements. The Capitol A venue Extension project and the provisions of the Extension Agreement were reviewed with the Engineering and Capital Projects Committee on November 21, 2013, and September 18, Resolution Authorizing the Deposit and Withdrawal of Monies in the Local Agency Investment Fund The State of California Local Agency Investment Fund is an investment option for public funds which meets the required investment criteria of safety, liquidity and yield.

5 Board of Directors Page 2 of2 December 31, 2014 The Board of Directors, in 1982, authorized the investment of District funds in the Local Agency Investment Fund. In October 2010, the Board adopted Resolution No providing an updated list of individuals authorized to conduct business transactions on behalf of the District. As a result of staffing changes within the Finance Department, the State Treasurer's Office has requested that a new resolution be adopted which includes the names and titles of current staff members authorized to deposit and withdraw funds in the Local Agency Investment Fund. The attached resolution identifies Robert T. Shaver, General Manager, Shelley Burgett, Manager of Finance, Michael Y ee, Budget and Financial Analysis Manager, Linh Lam, Accounting and Treasury Manager, and Julia Liang, Accounting Supervisor 2 as those authorized individuals. It is recommended that the Board by motion adopt a resolution authorizing the deposit and withdrawal of monies in the Local Agency Investment Fund. It is also recommended that Action Calendar Items 5.1 through 5. 7 be added to the Consent Calendar. ghm Attachments cc: Executive Staff

6 Approved ~ September 25, Union City, California The special joint meeting of the Board of Directors of ALAMEDA COUNTY WATER DISTRICT and UNION SANITARY DISTRICT was held on September 25, 2014, at the hour of 6:00 P.M. in the Director's Room of the Union Sanitary District Office Building, 5072 Benson Road, Union City, California. Present: Alameda County Water District Directors Koller, Gunther, Huang, Weed, and Sethy Union Sanitary District Directors Handley, Kite, Lathi, Toy and Fernandez Staff members present from Alameda County Water District: General Manager Walt Wadlow, Assistant General Manager- Engineering Robert Shaver, Special Assistant to the General Manager Eric Cartwright, Manager of Finance Shelley Burgett, Manager of Operations Steve Peterson, Budget & Financial Analysis Manager Michael Yeel Attorney Pat Miyakil and Assistant District Secretary Andrew Warren. Staff members present from Union Sanitary District: General Manager/District Engineer Rich Currie, Incoming General Manger/District Engineer Paul Eldredge, Technical Services Manager Sami Ghossain, and Communications Coordinator Michelle Powell. Union Sanitary District President Manny Fernandez presided. The Pledge of Allegiance was performed. 4 - PUBLIC COMMENTS ON MATTERS ON THIS NOTICE OF SPECIAL MEETING - one. 5 - INFORMATION ITEMS Agency Programs and Initiatives Mr. Wadlow gave a brief presentation on the California drought and ACWD's water suppl y and conservation measures. Mr. Currie provided an overview of a joint project between USD and East Bay Regional Parks District involving habitat restoration in the Hayward marsh. Mr. Currie discussed an outreach program regarding the proper disposal of fats, oils, and grease which can clog sanitary sewer systems. He also highlighted a pharmaceutical takeback program: USD and its partners, Haller's Pharmacy and Washington Township Medical Group provide drop-off sites for expired and unused medications. This allows residents to safely and responsibly dispose of expired or unwanted medications and keep pollutants out of water supplies. Mr. Currie provided information of a wastewater nutrient removal testing program currently being conducted by USD. Joint Water Conservation Program Update

7 Minutes - September 25, 2014 Mr. Cartwright presented an overview of ACWD's water conservation efforts highlighting turf replacement incentives, landscape workshops, high water use notification, and leak detection among additional programs for residential customers. Mr. Cartwright went over conservation programs for commercial, industrial, and institutional customers as well. Mr. Cartwright reviewed ACWD/USD water conservation cost-share programs including rebates for the I) installation of high efficiency toilets and urinals and 2) purchase of high efficiency clothes washers. Residential Service Line Repair Program Mr. Peterson provided an update covering the two-year period since ACWD partnered with HomeServe, the administrator of residential service line repair insurance. He noted that 184 repair claims have been completed to date and high customer satisfaction ratings. USD's Green Energy Program Mr. Ghossain made a presentation on the green energy projects that USD has implemented, including solar facility installations and a cogeneration project, which produces power from methane produced during treatment. ACWD/USD Finance Authority Update Mr. Yee gave a brief summary of activities since the formation of the joint ACWD/USD Finance Authority in Overview of ACWD Investigation into Alternative Water Supply Options Mr. Peterson discussed the purpose and objectives of investigating alternative water supply options and explained the various preliminary alternatives, including partnering with USD on recycled water. Concluding Remarks ACWD and USD District Board members thanked staff for the information provided at the workshop and encouraged additional joint workshops to take place in the future. There being no further business to come before the Board, the meeting adjourned at 8:08P.M. Attest: Andrew Warren, Assistant District Secretary Paul Sethy, President Page 2 of2

8 Approved _fbr3 November 6, 2014 Fremont, California The special meeting of the Board of Directors of ALAMEDA COUNTY WATER DISTRICT was held on November 6, 2014, at the hour of 3:03 P.M. in the Multi-Purpose Room of the District Office Building, South Grimmer Boulevard, Fremont, California. Present: Directors Koller, Gunther, Huang, Weed, and Sethy Staff members present: General Manager Walt Wadlow, Assistant General Manager - Engineering Robert Shaver, Manager of Finance Shelley Burgett, Manager of Operations and Maintenance Steve Peterson, Special Assistant to the General Manager Eric Cartwright, Budget & Financial Analysis Manager Michael Yee, Project Engineering Manager Anna Lloyd, Groundwater Manager Steven Inn, Project Engineering Supervisor Toni Lyons, Attorney Patrick Miyaki, and Assistant District Secretary Andrew Warren. President Paul Sethy presided. Director Koller led in the Salute to the Flag. 3 - PUBLIC COMMENTS ON MATTERS ON THIS NOTICE OF SPECIAL MEETING None FINANCIAL PLANNING, RATE DESIGN, AND RATE DISCUSSION After a brief introduction by Mr. Wadlow on the purpose of the workshop, Ms. Burgett detai led topics of discussion including the overall financial situation for 2015, cost of service concepts, and rate structure options. Rate consultant Sanjay Gaur of Raftelis Financial Consultants, Inc. gave a presentation to the Board regarding financial plan development, cost of service analysis and water rate design, and rate options. The Board suggested that staff focus on model scenarios of rate increases at or below 8%. Mr. Gaur informed the Board that currently, the District collects 23% of revenue from fixed charges. He provided alternate rate options of 30% fixed and 70% commodity charges, 70% fixed and 30% commodity charges and 95% fixed and 5% commodity charges. The Board suggested that they are not open to considering 95% fixed and 5% commodity charges at this time. President Sethy called for a recess at 5:00 P.M. President Sethy called the meeting back to order at 5:30P.M. Mr. Gaur offered two SFR commodity rate structures pre-and post-drought for consideration.

9 Path 1 would include a uniform base rate increase transitioning to tiered rates. Path 1 has the advantage that it is simpler to administer and provides more time to educate the public on new tiered rate structures. This path will delay implementation of a new tiered rate structure. Path 2 would include a tiered based rate plus uniform drought surcharges. Path 2 implements new tiered rate structure sooner and would provide a smooth transition to tiered rates during a post-drought period. However, Path 2 is more complex due to changes in both base and drought surcharges and public education could be more challenging. The Board will consider the options, new information developed by staff, and will discuss the options further at the December workshop. Further discussion ensued and staff responded to questions from the Board. 5- GENERAL MANAGER'S REPORTS - None 6 - DIRECTOR'S COMMENTS AND/OR AGENDA ITEM REQUEST Director Huang received an from a family that participated in the Water Savings Assistance Program thanking the District for providing assistance with installation of a water saving toilet and suggestions for additional water savings. There being no further business to come before the Board, the meeting adjourned at 6:33 P.M. Attest: Andrew Warren, Assistant District Secretary Paul S. Sethy, President

10 Approved ~ December 8, 2014 Fremont, California The special meeting of the Board of Directors of ALAMEDA COUNTY WATER DISTRICT was held on December 8, 2014, at the hour of 4:50 P.M. in the Multi-Purpose Room of the District Office Building, South Grimmer Boulevard, Fremont, California. Present: Directors Gunther, Huang, Weed, Koller and Sethy (arrived at 5:20P.M.) Staff members present: General Manager Walt Wadlow, Assistant General Manager - Engineering Robert Shaver, Special Assistant to the General Manager Eric Cartwright, Manager of Finance Shelley Burgett, Manager of Operations and Maintenance Steve Peterson, Budget & Financial Analysis Manager Michael Yee, Project Engineering Manager Anna Lloyd, Groundwater Manager Steven Inn, Development Services Manager Ed Stevenson, Project Engineering Supervisor Toni Lyons, Public Information Supervisor f rank Jahn, Community Affairs Specialist Sharene Gonzales, Attorney Patrick Miyaki, and Assistant District Secretary Andrew Warren. Vice President Marty Koller presided. Ms. Burgett led in the Salute to the Flag. 3 - PUBLIC COMMENTS ON MATTERS ON THIS NOTICE OF SPECIAL MEETING - None at this time, but public comments were accepted before and during the Board workshop. 4 - IDENTIFICATION OF AGENCY DESIGN A TED REPRESENTATIVES A motion was made by Vice President Koller to identify current agency labor negotiators as Walt Wadlow, Robert Shaver, and Bonnie Roland-Williams. Upon Mr. Wadlow's retirement, agency labor negotiators will be identified as Robert Shaver and Bonnie Roland-Williams. The motion was seconded by Director Gunther. The motion was passed by the following vote: AYES: NOES: ABSENT: Directors Gunther, Huang, Weed, and Koller None Director Sethy 5 - CLOSED SESSION Vice President Koller adjourned the meeting to a closed session at 4:55 P.M. for discussion on the following item. 5.1 Pursuant to California Government Code Section Conference with Labor Negotiators Agency Designated Representatives: Walt Wadlow, Robert Shaver, and Bonnie Roland-Williams Employee Organization: Operating Engineers Local 3

11 Minutes- December 8, 2014 President Sethy reconvened the meeting at 5:38P.M. Mr. Miyaki reported that in the closed session, the Board reviewed its position and gave instructions to its designated representatives. 6- BOARD WORKSHOP TO DISCUSS 2015 FINANCIAL PLANNING, RATE DESIGN, RATES AND CHARGES, AND DROUGHT SURCHARGE DISCUSSIONS After a brief introduction by Mr. Wadlow on the purpose of the workshop, Ms. Burgett detailed topics of discussion. Based upon feedback from the Board at the November workshop, rate consultant Sanjay Gaur of Raftelis Financial Consultants, Inc. explained that the District currently collects approximately 23% of water sales-related revenue from fixed charges and 77% from commodity rates. Mr. Gaur then presented several options to increase revenue by 5% or 8% through various fixed charge and commodity rate adjustments. In addition, Mr. Gaur presented two possible paths for the ultimate implementation of tiered commodity rates. Path 1 would keep the current rate structure (uniform commodity rate along with the current tiered drought surcharge.) Path 2 would involve the implementation of a tiered commodity rate and a uniform drought surcharge. For both paths, the drought surcharge would be eliminated when the Board declares the water supply emergency to be over. Mr. Gaur demonstrated the impact to an average customer in the District with each scenario and explained timeline considerations for any rate structure adjustments. During the Board workshop the following comments were received from members of the public: Mrs. Faye McKay, a resident of Fremont, addressed the Board and conveyed several concerns regarding raising water rates, tiered rates, and fair representation of residents by the Board. Ms. Sally Morgan, a resident of Fremont, addressed the Board and expressed concerns regarding water rates and employee compensation. Mr. Eric Tsai, a resident of Fremont, discussed concerns regarding employee compensation. Mr. Bob Lawrence, a resident of Fremont, addressed the Board regarding water rate mcreases. Mr. Dean Nishimura, a resident of Fremont, addressed the Board and voiced concerns over employee compensation and raising water rates. Page 2 of3

12 Minutes - December 8, 2014 President Sethy adjourned the meeting to a short recess at 6:55P.M. President Sethy called the meeting back to order at 7: 10 P.M. Ms. Burgett and Mr. Yee explained to the Board the financial implications of no revenue adjustments in fiscal year After much consideration and discussion, the Board requested staff to further develop an approach for a revenue adjustment that results in 30% service charge revenue and 70% commodity rate revenue and keeps the current uniform rate structure with a tiered drought surcharge (Path 1 ). This approach would involve an approximate 30% increase in the bimonthly service charge for single family residential customers and varying adjustments to the bimonthly service charge for all other customers, but no increase or modification to the District's uniform commodity rate or tiered drought surcharge. Mr. Jahn and Ms. Gonzales then explained the likely communication and outreach plan to inform customers of any changes to billing, rate increases, and rate structure. Further discussion ensued and staff responded to questions from the Board. 7 - DIRECTOR'S COMMENTS AND/OR AGENDA ITEM REQUEST- None There being no further business to come before the Board, the meeting adjourned at 9:33 P.M. Attest: Andrew Warren, Assistant District Secretary Paul S. Sethy, President Page 3 of 3

13 ~,,((a Approved_ -ltj ~tf'>-lo:=::---- December 11, Fremont, California The regular monthly meeting of the Board of Directors of ALAMEDA COUNTY WATER DISTRICT was held on December 11, 2014, at the hour of 6:02P.M. in the Directors' Room of the District Office Building, South Grimmer Boulevard, Fremont, California. Present: Directors Koller, Gunther, Huang, Weed, and Sethy Staff members present: General Manager Robert Shaver, Special Assistant to the General Manager Eric Cartwright, Manager of Engineering & Technical Services Ed Stevenson, Manager of Water Resources Steven Inn, Manager of Finance Shelley Burgett, Manager of Operations & Maintenance Steve Peterson, Budget & Financial Analysis Manager Michael Yee, Water Supply Manager Doug Chun, Water Conservation Supervisor Stephanie Nevins, Attorney Patrick Miyaki, and Assistant District Secretary Andrew Warren. President Paul Sethy presided. Director Koller led in the Salute to the Flag. OATHS OF OFFICE by Re-elected Directors - Assistant District Secretary Andrew Warren administered the Oath of Office to re-elected Directors Huang and Sethy. Mr. Shaver introduced Manager of Water Resources Steven Inn and Manager of Engineering & Technical Services Ed Stevenson as the newest members of executive staff. 3 - PUBLIC COMMENTS - B.J. Bunting, a resident of Fremont, addressed the Board regarding avoiding debris and other elements entering our groundwater recharge facility after the first rain ofthe season.! PRESENTATION: State Legislation Year-end Report by Ron Davis - Mr. Davis addressed the Board with a year-end review of legislation and relevant information. Further discussion ensued and Mr. Davis answered questions from the Board. ' Mr. Shaver noted some minor revisions to the Special Meeting ofnovember 6, 2014 minutes are required. Mr. Miyaki recommended to the Board that the November 6, 2014 minutes be considered for approval during the January 201 S Board meeting. 4 - CONSENT CALENDAR A motion was made by Director Huang to add Items 5.6 through 5.9 to the Consent Calendar and modify Item 4.1 to read Approval of Minutes - Regular Meeting of November 13, 2014, seconded by Director Koller. Page 1 of 16

14 Minutes -December 11, 2014 The motion was passed by the following vote: AYES: NOES: ABSENT: Directors Koller, Gunther, Huang, Weed, and Sethy None None A motion was made by Director Huang, seconded by Director Koller to approve the following items on the Consent Calendar as amended. 4.1 Approval of Minutes - Regular Meeting of November 13, Ratification of Payment of Audited Demands dated November 7, November 14, and November 21, Resolution Authorizing the Execution of an Amendment to the Joint Exercise of Powers Agreement with Union Sanitary District 5.7 Authorization to Execute a Second Amendment to the Contract for Financial Audit Services 5.8 Authorization to Enter into Fifth Amendment to the Agreement for Participation in the 2015 High Efficiency Clothes Washer Rebate Initiative Administered by Pacific Gas and Electric Company 5.9 Authorization of Change Order No. 2 for the Stevenson Pond/Lago Los Osos Diversion Repair Project The motion was passed by the following vote: AYES: NOES: ABSENT: Directors Koller, Gunther, Huang, Weed, and Sethy None None 5 - ACTION CALENDAR 5.1 REORGANIZATION OF BOARD OF DIRECTORS Mr. Shaver reported that section of the California Water Code provides that the Directors shall 1) elect one of their number President and 2) may elect one of their number Vice President. Pursuant to Resolution 1871, adopted December 10, 1970, this election is held at the first regular Board meeting in December each year. The Directors who are elected President and Vice President assume office at the close of the meeting at which they are elected. A motion was made by Director Gunther, seconded by Director Weed to adopt a resolution electing Martin L. Koller as President of the Board. Page 2 of 16

15 Minutes - December 11, 2014 RESOLUTION NO OF BOARD OF DIRECTORS OF ALAMEDA COUNTY WATER DISTRICT ELECTING DIRECTOR MARTIN L. KOLLER PRESIDENT OF THE BOARD OF DIRECTORS OF ALAMEDA COUNTY WATER DISTRICT The motion was passed by the following vote: AYES: NOES: ABSENT: Directors Koller, Gunther, Huang, Weed, and Sethy None None A motion was made by Director Weed, seconded by Director Gunther to adopt a resolution electing Judy C. Huang as Vice President of the Board. RESOLUTION NO OF BOARD OF DIRECTORS OF ALAMEDA COUNTY WATER DISTRICT ELECTING DIRECTOR JUDY C. HUANG VICE PRESIDENT OF THE BOARD OF DIRECTORS OF ALAMEDA COUNTY WATER DISTRICT The motion was passed by the following vote: AYES: NOES: ABSENT: Directors Koller, Gunther, Huang, Weed, and Sethy None None 5.2 REVIEW OF PURPOSE AND FUNCTION OF EACH BOARD STANDING COMMITTEE AND CONSIDER ADOPTION OF RESOLUTION AMENDING THE RULES OF THE BOARD Mr. Shaver announced that the Rules of the Board state that the Board will review the purpose and function of each standing committee at least once a year. Staff has also included a possible restructuring of the five Board standing committees to better align the purpose and function of each standing committee with the internal reorganization of the District's departments, which was presented to the Board on November 13, Additionally, the potential rearrangement is designed to provide an opportunity for the Board President and Vice President to serve together on the same committee, a long-standing practice of the Board. Appointment to Committee membership is at the discretion of the Board President and does not require Board action. The Board reviewed the purpose and function of the standing committees and, a motion was made by Director Huang, seconded by Director Gunther to adopt a resolution amending the Rules of the Board. Page 3 of 16

16 Minutes - December 11, 2014 RESOLUTION NO OF BOARD OF DIRECTORS OF ALAMEDA COUNTY WATER DISTRICT AMENDING RULES OF THE BOARD The motion was passed by the following vote: AYES: NOES: ABSENT: Directors Koller, Gunther, Huang, Weed, and Sethy None None 5.3 ADOPTION OF 2015 CALENDAR OF REGULAR BOARD MEETINGS Mr. Shaver discussed that the Alameda County Water District Rules of the Board state that regular meetings of the Board shall be held on the second Thursday of each month at the hour of 6:00 P.M. In a couple of instances each year, scheduled external events or other District requirements create conflicts which can most easily be resolved by rescheduling the Board meeting to an alternate date. A motion was made by Director Sethy, seconded by Director Weed to adopt the proposed 2015 calendar of regular meetings of the Board of Directors. The motion was passed by the following vote: AYES: NOES: ABSENT: Directors Koller, Gunther, Huang, Weed, and Sethy None None 5.4 RESOLUTION AMENDING CONFLICT OF INTEREST CODE Mr. Shaver announced that the California Government Code Section reqmres every local agency to review its Conflict of Interest Code in each even-numbered year and to amend the Code if necessary due to changed circumstances or changes in the law. The District last amended its Conflict of Interest Code (Code) in 2010 to update the designated positions in the Code. For the 2014 review, staff and District Counsel have determined that the District's Conflict of Interest Code need not be revised due to changes in the law. However, the Code needs to be revised to update the designated positions to reflect the addition of new employee positions and the change in the titles of certain employee positions since the last review of the Code. In addition, the Code was updated to incorporate recent guidance and recommendations issued by the Fair Political Practices Commission; these updates do not change the substantive disclosure obligations under the Code. After the amended Code is approved, the District must transmit the amended Code to the Alameda County Board of Supervisors. Page 4 of 16

17 Minutes - December 11, 2014 A motion was made by Director Weed, seconded by Director Gunther to adopt a resolution amending the District's Conflict of Interest Code. RESOLUTION NO OF BOARD OF DIRECTORS OF ALAMEDA COUNTY WATER DISTRICT ADOPTING AN AMENDED CONFLICT-OF-INTEREST CODE The motion was passed by the following vote: AYES: NOES: ABSENT: Directors Koller, Gunther, Huang, Weed, and Sethy None None Director Koller requested the passing of the ceremonial gavel from the outgoing President of the Board to the incoming President of the Board. Director Sethy expressed appreciation to staff and the Board for their assistance while serving as President during the District's centennial anniversary. The ceremonial gavel was passed to incoming President Koller. On behalf of the Directors, Director Koller thanked President Sethy for his tenure as President and presented him a customized recognition plaque commemorating his term. Director Sethy then resumed his role as Board President. 5.5 RESOLUTION HONORING WALTER L. WADLOW UPON HIS RETIREMENT FROM DISTRICT SERVICE Mr. Shaver announced that Walter L. Wadlow (Walt) will be retiring from the Alameda County Water District on December 19, 2014, after 7 years of District service. Walt joined the Alameda County Water District as Operations Manager on November 26, 2007 and was appointed as General Manager, effective November 9, Prior to joining ACWD, Walt was with the Santa Clara Valley Water District for 25 years, serving the last 10 as Assistant General Manager/Chief Operating Officer for the Water Utility. Walt is retiring with over 32 total years of public service. ACWD recently celebrated its centennial; so it is quite appropriate that during Walt's tenure ACWD began or continued several major initiatives to ensure that ACWD continues its long and successful record of providing essential water service to the cities of Fremont, Newark, and Union City. More specifically, ACWD's accomplishments under Walt' s leadership include: ACWD made significant strides in protecting and securing new water supplies through regional partnerships and the implementation of several innovative conservation programs, thus ensuring water supply reliability during one of the most challenging droughts in California history. ACWD modernized several important information technology systems to provide customers with more useful information, allow for rate flexibility, enhance financial Page 5 of 16

18 Minutes - December 11, 2014 tracking and reporting capabilities, and improve the maintenance of District facilities. ACWD enhanced its presence and influence through increased participation in state-wide legislation and local issues, as well as improving ACWD's overall visibility in the local community. ACWD increased its distribution system reliability through the acceleration of critical seismic improvement projects and the implementation of a long-range water main replacement program. Walt very capably represented ACWD' s interests through his personal involvement with the Association of California Water Agencies, California Urban Water Agencies, CalDesal, Fremont Chamber of Commerce, the Niles Rotary Club and other organizations. During his years of service to the District, Walt's leadership, management, and technical skills have been assets to the District and the community. Walt has advanced the mission of the District in an exemplary manner. His many friends at the District and in the local community will greatly miss him. Walt addressed the Board and thanked them for the cooperative relationship over the past several years. The Board expressed their sincere appreciation to Walt for the many accomplishments carried out over his tenure as General Manager. A motion was made by Director Sethy, seconded by Director Koller to adopt a resolution honoring Walter L. Wadlow and expressing appreciation for his 7 years of service to the District. RESOLUTION NO OF BOARD OF DIRECTORS OF ALAMEDA COUNTY WATER DISTRICT HONORING WALTER L. WAD LOW UPON HIS RETIREMENT FROM DISTRICT SERVICE The motion was passed by the following vote: AYES : NOES: ABSENT: Directors Koller, Gunther, Huang, Weed, and Sethy None None 5.6* RESOLUTION AUTHORIZING THE EXECUTION OF AN AMENDMENT TO THE JOINT EXERCISE OF POWERS AGREEMENT WITH UNION SANITARY DISTRICT To take advantage of historic low borrowing rates, enable the District to accomplish a number of desired capital projects, and possibly reimburse itself for portions of past projects and those projects being built, the District is planning a debt issuance of approximately $25 million in the early 2015 timeframe. Although there are various financing options, the most likely one is to issue water revenue bonds through the Alameda County Water District Financing Authority (ACWDF A), which is a joint powers agency created by the Joint Exercise of Powers Agreement (JP A Agreement) between the District and the Union Page 6 of 16

19 Minutes - December 11, 2014 Sanitary District (USD). The ACWDF was established in 2011 to enable the last bond issuance. The proposed JPA Agreement amendment involves extending the term of the agreement, and clarifying the limited obligations of the officers, agents, and employees of the ACWDFA. Current financial projections for the District indicate the need for a new debt issuance of approximately $25 million. Staff along with the Financial Advisor are determining the best course of action regarding a debt vehicle as there are a number of financing options, such as revenue bonds or certificates of participation. However, the most likely choice would be to utilize the ACWDFA formed by the District and USD to facilitate its last bond issuance in In order to preserve that option in time for an early 2015 bond issuance, the JP A Agreement provides that the term of the agreement be revised prior to each subsequent bond issuance by the ACWDF A. In this case, the term is being proposed to be lengthened by three more years to December 31, 2055 to maintain a 40-year period from the bond issuance and the expiration of the JP A Agreement. In addition, the amendment includes an additional sentence to Section 4 of the agreement that clarifies the limited obligations of the officers, agents, and employees of the ACWDF A. This amendment to the JPA Agreement requires both the USD and ACWD Boards to separately take action to amend the JPA Agreement. Staff is coordinating with USD staff to have the USD Board consider this item for approval on December 8, A motion was made by Director Huang, seconded by Director Koller to adopt a resolution, authorizing the General Manager to execute an amendment to the Joint Exercise of Powers Agreement with Union Sanitary District. RESOLUTION NO OF THE BOARD OF DIRECTORS OF ALAMEDA COUNTY WATER DISTRICT AUTHORIZING THE EXECUTION OF THE FIRST AMENDMENT TO THE JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE ALAMEDA COUNTY WATER DISTRICT AND UNION SANITARY DISTRICT The motion was passed by the following vote: AYES: NOES: ABSENT: Directors Koller, Gunther, Huang, Weed, and Sethy None None 5.7* AUTHORIZATION TO EXECUTE A SECOND AMENDMENT TO THE CONTRACT FOR FINANCIAL AUDIT SERVICES The Board of Directors, on March 11, 2010, authorized execution of a three-year agreement with an option for a two-year extension for financial audit services with the firm of Macias, Gini & O'Connell, LLP (MGO). The Board exercised this two-year extension option on March 14, 2013 which will expire December 31, 2014 after MGO successfully completes its fifth audit of Page 7 of 16

20 Minutes - December 11, the District' s financial records for the fiscal year ended June 30, The Board accepted the FY audited financial statements and accompanying reports at their November 13, 2014 meeting. Staff recommends that the Board authorize a second amendment to the original agreement for a three-year extension. This proposal was discussed at the July 15, 2014 Administrative & Finance Committee. During the past five fiscal year audits, MGO has consistently performed their work in a highly professional and timely manner and has worked well with District staff. In addition, they have provided the District with valuable assistance on the preparation and review of its Comprehensive Annual Financial Report as well as with annual updates on Government Accounting Standards Board pronouncements. The current contract with MGO will expire on December 31, 2014 based on a two-year extension option that was authorized by the Board on March 14, Staff is recommending that MGO's agreement for financial audit services be amended again to extend the term for another three fiscal years. MGO has gained a deep knowledge of the District' s finances, and as the District continues to go through a major transition with its financial software and new chart of accounts, it would be advantageous to have MGO continue to monitor and ensure a smooth changeover. Also, the District will be in the midst of implementing GASB Statement No. 68 (pensions) and the related Statement 71 next year and OPEB shortly thereafter, and would be well served by MGO who is also the current auditor for CalPERS, and is therefore in a unique position to help the District navigate this complicated new accounting and reporting standard. MGO's proposed fees for each of the next three fiscal years will be as follows: 2015: $56,438 (including additional GASB Statement Nos. 68 and 71 related work) 2016: $53, : $55,530 The fees total $165,672 over the next three fiscal years and contain an annual 3.4% CPI increase. Staff is also proposing an overall authorized amount of $175,000 that includes a contingency of $9,328 for ad hoc projects such as work related to an anticipated debt issuance in early It is anticipated that there will be sufficient funding in the budget for these services. This matter was discussed with the Administrative & Finance Committee on July 15, A motion was made by Director Huang seconded by Director Koller to authorize the General Manager to execute a Second Amendment to the Contract for Professional Services with Macias, Gini & O'Connell LLP to continue to provide financial audit services for the fiscal years ending June 30, 2015, 2016, and 2017 at an estimated total not to exceed cost of $175,000. The motion was passed by the following vote: AYES: NOES: Directors Koller, Gunther, Huang, Weed, and Sethy None Page 8 of 16

21 Minutes - December II, 20 I4 ABSENT: None 5.8* AUTHORIZATION TO ENTER INTO FIFTH AMENDMENT TO THE AGREEMENT FOR PARTICIPATION IN THE 2015 HIGH EFFICIENCY CLOTHES WASHER REBATE INITIATIVE ADMINISTERED BY PACIFIC GAS AND ELECTRIC COMPANY Staff proposes to continue ACWD's participation in the Pacific Gas and Electric Company (PG&E) Cooperative Clothes Washer Rebate Initiative Program ("Bay Area Washer Rebate Program" or "Program") for calendar year 20I5. Under the 2015 Program, ACWD will offer rebates for Energy Star Most Efficient (ESME) Clothes Washers, the most water-efficient washers on the market today. ESME washers which have a water factor (WF) of 3.0 or less (a gallons of water use per cubic foot rating system) will be eligible for a rebate of $I 50 ($50 from PG&E and $100 from ACWD). Based on an estimated 1935 rebates, the total estimated cost of rebates for ACWD is $193,500. ACWD will al so be responsible for PG&E Program administration fees. These administration fees are estimated at $2I,500 for a total annual ACWD Program cost of $215,000. Sufficient funds are contained in the budget to cover the cost of this Program. In addition, Union Sanitary District (USD) cost-share funding, through an existing arrangement, and State grant funds are available to offset the rebate costs. Over the past seven years, ACWD has participated in the Bay Area Washer Rebate Program with PG&E serving as the Program administrator. The intent of the Program is to encourage customers to purchase high efficiency clothes washers as well as encourage manufacturers to develop and market these washers. The Program has been very successful, resulting in over I8,000 high efficiency washers installed within ACWD's service area since the PG&E partnership program began in The program has also been extremely successful in getting manufacturers to develop water-efficient technology in clothes washers. With the introduction of ESME models in the 20 I4 Program, Bay Area Water Agencies raised the water-efficient bar even higher and have encouraged even more market transformation in the clothes washer sector. While there are more ESME models on the market now, they are still significantly more expensive than other less efficient models. Bay Area Water Agencies have agreed to continue to offer rebates for these machines in 20 I5 to incentivize customers to purchase these models and encourage development of more ESME qualified machines. Based on previous program activity, staff anticipates that ACWD will receive up to 1935 rebate applications under the proposed 2015 Program, for a total Program cost of $2I5,000. ACWD has the opportunity to reduce the net cost of the Program in two ways. First, ACWD has an existing cost-share arrangement with Union Sanitary District (USD). Under this agreement, USD has agreed to contribute up to $25 toward each washer rebate (up to $50,000) during fiscal year 2014/15, and while a portion of US D' s contribution has already been expended under the 2014 Washer Rebate Program, it is anticipated that USD will continue the arrangement in fiscal year 2015/16. Second, the District was awarded just over $560,000 in Proposition 84 grant funds for high efficiency clothes washer rebates as part of the Integrated Regional Water Management implementation grant requests. Although a portion of these funds have already been expended, it is anticipated that up to $145,000 will be available for the 20I5 program. Page 9 of 16

22 Minutes - December 11, 2014 A motion was made by Director Huang, seconded by Director Koller to authorize the General Manager to enter into a Fifth Amendment to the agreement with PG&E for participation in the 2015 PG&E Cooperative Clothes Washer Rebate Initiative Program at a total Program cost of $215,000. The motion was passed by the following vote: AYES: NOES: ABSENT: Directors Koller, Gunther, Huang, Weed, and Sethy None None 5.9* AUTHORIZATION OF CHANGE ORDER NO. 2 FOR THE STEVENSON POND/LAGO LOS OSOS DIVERSION REPAIR PROJECT The Board previously awarded the construction of the Stevenson Pond/Lago Los Osos Diversion Repair Project to Gordon N. Ball, Inc. (Gordon N. Ball). Change Order No. 2, has been prepared to address additional work items. There is adequate funding in this budget for this expenditure. On August 14, 2014, the Board awarded the construction contract for the Stevenson Pond/Lago Los Osos Diversion Repair Project to Gordon N. Ball in the amount of $685,250. The scope of work included: 1) installation of 64 linear feet of new 78-inch diameter reinforced concrete pipe; 2) placement of engineered pipe bedding and backfill; 3) installation of a chimney filter system; and 4) restoration of the earth embankment. Change Order No. I, in the total amount of $49,000, was previously authorized by the General Manager for additional quantities of controlled density fill. Change Order No. 2 in the amount of $97, has been prepared for the following additional work items: 1) place approximately 783 tons of additional rip rap to take advantage of the lower water level in Lago Los Osos at the time of construction to increase the overall slope stability ($78,244); 2) repair and seal eight (8) existing bell/spigot pipe joints ($7,543.89); 3) pressure grout voids within the bedding section of the existing pipe ($5,931 ); 4) add a flag person to direct/monitor traffic at the project site entrance ($5,280); and 5) miscellaneous earthwork ($1,000). Staff has evaluated the costs submitted by Gordon N. Ball and has determined that the costs are appropriate for the work. The initial rip rap installation is complete and flow tests to observe discharge conditions are in progress. A motion was made by Director Huang, seconded by Director Koller to approve Change Order No. 2 in the amount of $97, to Gordon N. Ball, Inc. for the Stevenson Pond/Lago Los Osos Diversion Repair Project, Job The motion was passed by the following vote: AYES: NOES: ABSENT: Directors Koller, Gunther, Huang, Weed, and Sethy None None Page 10 of 16

23 Minutes - December 11, AUTHORIZATION OF CHANGE ORDER NO.3 AND RESOLUTION ACCEPTING COMPLETION OF THE UPPER CANYON HEIGHTS PIPELINE REPLACEMENT PROJECT Mr. Stevenson discussed that the Board previously awarded the construction of the Upper Canyon Heights Pipeline Replacement Project to Mountain Cascade, Inc. Change Order No. 3 has been prepared to address additional work items and unforeseen site conditions encountered during construction. There is adequate funding in the Capital Improvements Program budget for this expenditure. The project is now complete and the pipeline is in service. On May 16, 2013, the Board awarded the construction contract for the Upper Canyon Heights Pipeline Replacement Project to Mountain Cascade, Inc. in the amount of $1,595,739. The scope of work included the installation of approximately 1, 700 linear feet of new 8-inch polyvinyl chloride (PVC) pipe, 660 linear feet of new 8-inch welded steel pipe, 325 linear feet of new 12- inch PVC pipe, 1,800 linear feet of 12-inch welded steel pipe, new customer service lines, meters, and other appurtenances. Two change orders, in a total amount of $40,364.31, were previously authorized by the General Manager to address buried utilities not shown on the drawings and additional minor City of Fremont sidewalk and pavement requirements. Change Order No. 3, in the total amount of $98,000 has been prepared for the following required work items: 1) address excavation difficulties associated with encountering unanticipated hardpan soils and existing utilities bedded in unsuitable embedment material ($65,000); and 2) perform extra work associated with maintaining the necessary separation between existing and newly installed water service laterals at twenty-one (21) locations ($33,000). Mountain Cascade, Inc. submitted a request for a time extension of forty-five ( 45) calendar days due to the required additional work items. Staff has reviewed the time extension request and evaluated the costs associated with the additional work and has determined that they are appropriate for the work. The total construction cost, including all change orders and adjustments for unit price items, is $1,729, Discussion ensued and Mr. Stevenson answered questions from the Board. A motion was made by Director Koller, seconded by Director Sethy to: 1) approve Change Order No. 3 in the amount of $98,000 and grant a time extension of forty-five ( 45) calendar days to Mountain Cascade, Inc.; and 2) adopt a resolution accepting completion of the Upper Canyon Heights Pipeline Replacement Project, Job 6550B/ RESOLUTION NO OF BOARD OF DIRECTORS OF ALAMEDA COUNTY WATER DISTRICT ACCEPTING COMPLETION OF UPPER CANYON HEIGHTS PIPELINE REPLACEMENT PROJECT, CONTRACT NO. 3868, WITH MOUNTAIN CASCADE, INC., JOB NO. 6550B Page 11 of 16

24 Minutes - December I1, 20 I4 The motion was passed by the following vote: AYES: NOES: ABSENT: Directors Koller, Gunther, Huang, Weed, and Sethy None None 5.1I RESOLUTION AUTHORIZING THE GENERAL MANAGER TO ENTER INTO A DRY YEAR WATER SUPPLY AGREEMENT FOR THE PATTERSON RANCH DEVELOPMENT PROJECT Director Huang recused herself from participating in discussion of Item 5.II and exited the Director' s room due to a potential conflict of interest. Mr. Cartwright discussed that the Patterson Ranch Development Project (Project) is a planned residential project in western Fremont for which ACWD developed a Water Supply Assessment (WSA) in April A condition provided in the WSA, and incorporated as a mitigation measure in the City of Fremont's CEQA document for the project, is that the Project developer (Fremont Pat Ranch, LLC) would mitigate for dry year water supply impacts of the Project. The preferred alternative identified in the WSA and CEQA document was for the Project developer to fund the acquisition of additional dry year recovery capacity from the Semitropic Groundwater Banking Program, or similar measure. However, the Semitropic Water Storage District has recently informed ACWD that: I) the Semi tropic recovery capacity that was available for purchase in 2008 is no longer available for purchase; and 2) the Semitropic Board of Directors has directed its staff not to enter into additional contracts for the Semi tropic banking program at this time. As a result, staff has developed an alternative approach for satisfying the dry year water demands of the Project in which the developer would pay for ACWD to acquire alternative dry year supplies or to achieve equivalent savings in water use for the Project. The basis for this payment would be the cost of dry year water purchased through the State Water Contractor dry year water purchase program in 20I4. Under the proposed Dry Year Water Supply Agreement, the Project developer would pay ACWD $750,000 for dry year water supplies for the Project over the planning horizon. This proposed agreement has been reviewed with the Water Resources Planning and Outreach Committee at the October 20I4 meeting. The Patterson Ranch Development Project consists of 500 single-family homes (including 14 acres of parks, open space and landscaping) located in the City of Fremont with a total estimated water demand of300 AF/Yr at Project buildout. In 2008, District staffprepared a Water Supply Assessment pursuant to California Water Code section I 0910 (SB 61 0) for the Project. The 2008 WSA concluded that the Project would trigger the need for additional water supplies in a single critically dry year and in multiple dry year scenarios and that the preferred alternative for satisfying the required dry year water supply would be the purchase by ACWD of additional recovery capacity from the groundwater banking program of the Semitropic Water Storage District (Semi tropic) to be funded by the Project developer. In 2010, the City certified an Environmental Impact Report (EIR) and granted certain land use entitlements needed to construct the 500 single family homes and related improvements. The Page 12 of 16

25 Minutes - December 11, 2014 City imposed Mitigation Measure PU-2 as a condition of approval for the Project. Mitigation Measure PU-2 states in pertinent part as fo llows: "Mitigation Measure PU-2: Funding of Additional Groundwater Banking The project proponent shall fund the acquisition (by ACWD) of additional recovery capacity of dry year supplies from the Semitropic Groundwater Banking Program (Semitropic).... The purchase of up to 300 af/year (currently estimated at approximately $15 0, 000) of additional capacity to accommodate the necessary increase in recovery capacity, would mitigate shortage impacts during dry year conditions and multiple dry year conditions caused by the project..... ff Semitropic recovery capacity is not available for purchase at the time the project moves forward, or if ACWD determines that capacity purchased from Semitropic is not sufficiently reliable in dry years, then ACWD will require an alternative mitigation, with equivalent savings in water use or increase in water supply, to mitigate the impact of the project on dry year water supply. Alternative mitigation may include: (I) the acquisition of new water supply, and/or investment in district-wide conservation measures programming (above and beyond that which is planned by ACWD.)" Earlier in 2014, the Project developer submitted an application to the City for approval of a Phase I Final Map for 226 of the 500 residential lots ( 46% of the total) and the developer anticipates City action on the Phase I Final Map in December The developer anticipates filing an application for a Phase II Final Map for 208 of the 500 lots ( 41% of the total) in and filing an application for a Phase III Final Map for the remaining 66 of the 500 residential1ots (13% ofthe total) in At the developer's request, the District contacted Semitropic in September 2014 to inquire about purchasing the additional 300 acre feet of recovery capacity under Mitigation Measure PU-2. Semitropic informed District staff that additional recovery capacity in its groundwater bank is not available for purchase at this time. In accordance with Mitigation Measure PU-2, the District is requiring the developer to fund an alternative dry year water supply approach, consisting of the acquisition by ACWD of a dry year water supply through the State Water Contractors dry year water purchase program, or similar program, or for ACWD to achieve an equivalent savings in water use. Under the Agreement, the developer will provide multiple payments (for a total present value of $750,000) to the District over time as each of the Project phases are approved. Each payment will be proportional to the number of residential units proposed for each Project phase. The total payment of $750,000 (present value) is based on 1) providing a dry year water supply to Phase 1 of the Project in 2015 ; and 2) providing each of the anticipated three phases with dry year water supplies over the planning horizon. These costs are based on the cost to acquire dry year water as part of the State Water Contractor's dry year purchase program in (approximately $715/ AF for non-state Water Project water purchased and delivered at the State Water Project's Banks Pumping Plant). Page 13 of 16

26 Minutes - December 11, 2014 A key element of the Agreement is that the developer will obtain written concurrence from the City that the payment of $750,000 pursuant to this Agreement constitutes complete mitigation and full satisfaction of Mitigation Measure PU-2 of the EIR. This Agreement is conditioned upon the City providing such written concurrence and Dry Year Water Supply Agreement does not go into effect until such written concurrence is received by the District. Discussion ensued and Mr. Paul Lopez of KB Homes and staff responded to questions from the Board. A motion was made by Director Koller, seconded by Director Gunther to adopt a Resolution authorizing the General Manager to enter into a Dry Year Water Supply Agreement with Fremont Pat Ranch, LLC for the Patterson Ranch Development Project. RESOLUTION NO OF THE ALAMEDA COUNTY WATER DISTRICT BOARD OF DIRECTORS AUTHORIZING THE GENERAL MANAGER TO ENTER INTO A DRY YEAR WATER SUPPLY AGREEMENT FOR THE PATTERSON RANCH DEVELOPMENT PROJECT The motion was passed by the following vote: AYES: NOES: ABSENT: Directors Koller, Gunther, Weed, and Sethy None Director Huang President Sethy called for a brief recess at 7:55 P.M. President Sethy called the meeting back to order at 8: 10 P.M. 6 - REPORTS 6.1 BOARD COMMITTEE REPORTS Operations & Water Quality Meeting of November 5, 2014: 1) Niles Cone Saltwater Intrusion and Aquifer Characterization Project - Site Tour Administrative & Finance Meeting of November 18, 2014: 1) Debt Issuance Update; 2) Financial Planning Model Engineering & Capital Projects Meeting of November 20, 2014: 1) Distribution System Leaks; 2) Iron Horse Lane Main Replacement Project; 3) Appian Tank Seismic Upgrade Project; 4) Upper Canyon Heights Main Replacement Project 6.2 OPERATIONAL REPORTS Rainfall Report Water Production Report Page 14 of 16

27 Minutes - December 11, 2014 Investment Report Quarterly Budget & Expense Report Distribution System Monthly Hardness Report 6.3 STAFF PRESENTATIONS 2014 Water Supply and Drought Update - Mr. Chun briefed the Board on the latest water supply conditions highlighting some of the actions the District has taken to promote water conservation such as the Water Shortage Emergency Ordinance and adopting a drought surcharge. Ms. Nevins emphasized how outreach programs, community presentations, articles in local newspapers, and direct mailing have made a significant impact in water conservation efforts. Mr. Chun addressed the District' s water supply action plan for 2015 noting a combination of additional conservation efforts, efficient ground water management, additional storage alternatives, and the evaluation of alternative sources of water. Watershed Diesel Spill Response - Mr. Chun provided the Board with an incident summary involving a tractor-trailer accident on I-680 north which spilled approximately 160 gallons of diesel fuel. The spill occurred on Saturday, November 22, 2014 at 9:06 A.M. A District emergency response team quickly mobilized to assess the situation. As a precautionary measure, staff curtailed diversions from Alameda Creek until samples were taken from three sites and were analyzed. Based on the results ofthe sample analysis, staff determined that the District's water supply was not threatened and resumed normal operations. 6.4 GENERAL MANAGER'S REPORTS Mr. Peterson informed the Board of reinstating the Main Cleaning Program. The program, which was suspended in 2014 due to the drought, is designed to maintain health and safety of the mains throughout the distribution system. Starting on January 5, 2015, staff from Water Production and Distribution Maintenance will coordinate daily main cleaning. The affected residents have been informed by postcard or letter. A press release will be submitted prior to the start date. Cleaning will concentrate on Union City and all blow-offs in the distribution system. The program will run through May Mr. Shaver announced a strategic planning workshop with the Board scheduled for January 22, Mr. Shaver shared the news of the District's first place, division 1 wm in this year's Newark Corporate Games event held in October. 7 - DIRECTOR' S COMMENTS AND/OR AGENDA ITEM REQUEST 7.1 Reports from Directors Gunther, Huang, Koller, and Weed on Association of California Water Agencies Fall Conference Page 15 of 16

28 Minutes - December 11, The Directors provided comments and observations regarding sessions they attended at the Association of California Water Agencies Fall Conference. 8 - CLOSED SESSION President Sethy adjourned the meeting to a closed session at 9:46 P.M. for discussion on the following item. 8.1 Conference with Legal Counsel - Anticipated Litigation Pursuant to California Government Code Section (d) Significant Exposure to Litigation Pursuant to Paragraph 2 of Subdivision d of Section One Potential Case The Board reconvened from the closed session at 10:08 P.M. In the closed session, the Board heard a report from legal counsel and no action was taken. The official transfer of the gavel from President Sethy to President-elect Koller occurred. There being no further business to come before the Board, the meeting adjourned at 10:10 P.M. Attest: Andrew Warren, Assistant District Secretary PaulS. Sethy, President Page 16 of 16

29 R Alameda County Water Di strict :17:45 Version A WDOO I Audited Demands- Automated Payments Page I Check Dates: Check Check Document Document Purchase Order Number Date Pa ee T~E e Number Number Classifi cation DescriEt ion Amount ACWD Insta ll ers Reimbursement PY Fees 26, Payment Number , Air Systems, Inc. P I Services HYAC Serv ices 1, P Services HYAC Serv ices 1, P I Services HY AC Services Payment Number , /20 14 Airgas NC N Inc P Gas I Oi l I Compr Air Laboratory Gases P Gas I Oil I Compr Air Laboratory Gases P I Gas I Oi l I Compr Air Laboratmy Gases Payment Number All ied Auto Stores P I Pa rts & Materi als Au to Parts & Supp li es P I Parts & Materials Auto Parts & Supplies P Parts & Materia ls Auto Parts & Suppli es P I Parts & Materi als Auto Parts & Suppli es P Pa rts & Materia ls Auto Part s & Supplies P Parts & Materials Auto Parts & Supplies P Parts & Materials Auto Parts & Supplies P Parts & Materials Aut o Parts & Supplies P Parts & Materials Auto Pm1s & Supplies P Parts & Materials Auto Parts & Supplies P I Parts & Materials Auto Parts & Supplies P Parts & Materials Auto Parts & Suppli es P I Parts & Materials Auto Parts & Suppli es P Parts & Materials Auto Parts & Supplies P Parts & Materials Auto Parts & Supplies Payment Number , Always Under Pressure P Equip Sales and Servi ce Parts Washer PM Payment Number Ambius Inc (28) P I Building Maintenance Indoor Plant Maintenance Payment Number Anthem Blue Cross PY I Medical Services 12/1/1 4-1 /1/15 EA P Premium Payment Number Any Time Tree Speciali st P I Landscaping Tree Removal Services 2, Payment Number , Apple One Employment Services py I Temp Services 2, PY I Temp Setv ices 1, py I Temp Services 1, py Temp Services 1, py Temp Se rvices 1, py Temp Setv ices 3, py Temp Setv ices

30 R Alameda County Water District 12/4/ : 17:45 Version AWDOOI Audited Demands - Automated Payments Page 2 Check Dates: - 12/5/ /5/20 14 Check Check Document Document Purchase Order Number Date Pa ee T}'l2e Number Nu mber Classification Descri12tion Amount PV Temp Services 4, PV I Temp Services I, Payment Number , /5/20 14 Applied Industrial Technologies Inc P Pat1s & Materials AIRSTROKE ACTUATOR, RUBBER 2, P Parts & Materials Inventory Freight Expense Payment Number , /5/2014 ARAMARK Refreshment Services P I Office Supplies Office Supplies P Office Supplies Office Supplies Payment Number /5/2014 Aramark Uniform Services P Unifmms Un ifomlflaundty /Linen Service P I Unifom1s UnifomliLaundty /Linen Service P I Uniforms UnifornlfLaundty /Linen Service P Unifon11s Uni form/laundty / Linen Service P Un ifonns UnifomliLaundty /Linen Setvice P Uni fo nns Unifonn/Laundty/Linen Service P I Un ifo nns Un ifomlflaundry/ Linen Service P Un ifo nns UnifomliLaundty /Linen Service P Unifonns Unifmm/Laundty/Linen Service P I Unifonns Un ifomlilaundry/linen Service P Uni fonns UnifomlfLaundry/Linen Service P Uni fonns UnifomlfLaundry/Linen Service P Unifonns Un ifomlflaundry/linen Service P Unifo nns UnifomlfLaundry/Linen Service 8.40 P I Unifonns Un ifomlflaundry/ Li nen Service P I Un ifonns Uniform/Laundry/Linen Service P Uni fo nns Unifonn/Laundry/Linen Service P I Uni fo nns Unifonn/Laundry/Linen Setvice P Uni fo nns Unifonn/Laundry/Linen Service 8.40 P I Unifo nns Unifonn/Laundry/Linen Service P Uni fonns Unifonn/Laundry/Linen Service P I Unifonns UnifomliLaundry/Linen Service P Uni fonns Unifonn/Laundry/Linen Setv ice P Unifonns Unifonn/Laundry/Linen Setvicc P Unifonns Unifonn/Laundry/Linen Service P Unifonns UnifomliLaundry/Linen Service P !838 Unifonns UnifomliLaundry/Linen Setvice 8.40 P Unifonns UnifomliLaundry/Linen Service P Unifonns UnifomliLaundry/Linen Setvice P Unifonns Unifonn/Laundry/Linen Service P Uniform s UnifomliLaundry/Linen Service P Unifonns Un ifonn/laundry/linen Setv ice P !839 Uniforms Uniform/Laundry/Linen Service P Uniforms Unifonn/Laundty/Linen Service P Unifom1s Un ifomlilaundry/linen Setv ice P Unifmms Unifonn/Laundry/Linen Setvice P Unifonns UnifomliLaundry/Linen Service P Unifmms UnifomlfLaundry/Linen Service P Unifo m1s UnifomliLaundry/Linen Setvice 19.40

31 R Alameda County Water District 12/4/ : 17:45 Version A WDOO I Audi ted Demands - Automated Payments Page 3 Check Dates: - 12/5/ /5/20 14 Check Check Document Document Pu rchase Order Number Date Pa ee Tz- J2e Number Number Classifi cation Descri Qt ion Amoun t P Uni fonns Uni form/laundry/linen Service P Uniform s Uniform/Laundry/ Linen Service P Un ifonn s Uni foml!laundry/ Linen Service P I Uni fo nns Uni fornl!laundry/linen Service P I Uni forms Uni fornl!laundry/linen Service 8.40 P Unifonns Uni fornl!laundry/linen Service P I Uni fonns Uni fo ml!laundry/linen Service P I Unifonns Unifo nn!laundty /Li nen Service P I Unifonns Uni fo nn!laundry/linen Service P Unifonns Unifonn!Laundry/Linen Service P Unifonns Unifonn!Laundry/Linen Service P I Un ifonns Unifonn/Laundry/Linen Service P I Uni fo nns Unifonn!Laundry/Linen Service P I Uni fonns Uni fonn!laundry/linen Service Payment Number , /5/20 14 AS irepro. com P I Printing Reproduction Services P I Printing Reproduction Services P I Printing Reproduction Services P I Printi ng Reproduction Setv ices P I Printing Reproduction Setv ices P I Printing Reproduction Setvices P I Printing Reproduction Services P I Printi ng Reproduction Services P I Printing Reproduction Services P I Printing Reproduction Services P I Print ing Reproduction Services Payment Number /5/20 14 Assoc iation of Cali fo rnia Water Agencies PV I City I County I GOV 26, Payment Number , /5/20 14 Automatic Controls Engineering Corp P I Services HVA C Setv ice Visits Payment Number /5/2014 Beck's Shoes Inc PV I Unifonns Payment Number /5/2014 Blx Group LLC PV I Fees 4, Payment Number , /5/20 14 Bntce's Tires P I Parts & Materials Tires/Labor/Parts/Disposal P I Parts & Materials Tires/Labor/Parts/Disposal P I Parts & Materials Tires/Labor/Parts/Di sposal Payment Number , /5/2014 Cal Public Employees' Retirement System PV I Employee Benefit s Dec Medical 308, Payment Number ,344.35

32 R Alameda County Water District :17:45 Version A W DOO I Audited Demands - Automated Payments Page4 Check Dates: Check Check Document Document Purchase Order Number Date Pa ee T;tEe Number Number Classification Descri12tion Amount /5/2014 Cal Safety Inc. P I Parts & Material s Safety Equipment P Parts & Materials Safety Equipment Payment Number /5/20 14 California Generator Service P I Services Generator Preventive Maint Svc 1, Payment Number , /5/2014 California Site Services P I Equipment Rental Portable Rental Equipment Payment Number /5/20 14 California UST Services P Services Monitoring System Testing Payment Number /5/2014 Centerville Saw & Tool P Equip Sales and Serv ice Tools & Repairs Payment Number /5/20 14 Central Maintenance Company P Services Janitorial Services 5, Payment Number , /5/2014 Central Towing & Transp011 LLC P Services Towing Services Payment Number /5/20 14 Certif-A-Gift Company PV Services 5, Payment Number , / Christensen Associates Incorporated P Professional Services Se1v ices - Professional 3, P Professional Servi ces Services - Professional II, P I Professional Se1v ices Se1v ices - Professional 5, P I Professional Se1vices Se1vices - Professional 2, Payment Number , /5/20 14 City of Fremont PV I City I County I GOV Payment Number /5/20 14 CJ Machine Products P I Equip Sales and Service 3/8" X 60' WIRE ROPE ASSY. 2, Payment Number , /5/2014 Clean Source P I Parts & Materi als Janitorial Supplies Payment Number /5/20 14 Coast Remodel & Construction Inc NO Refund Refund J Payment Number /5/20 14 Command Security Corporation P Security Security Guard Services 14, Payment Number , /5/2014 Contractor Compliance and Monitoring P I Professional Services Services - Contractor

33 R Alameda Coun ty Wat er Di strict 12/4/ : 17:45 Version A WDOO I Audited Demands - Automated Payments Page 5 Check Dates: - 12/5/ /5/2014 Check Check Document Document Purchase Order Number Date Pa ee T;tEe Number Number Classifi cation Descri[>ti on Amoun t Payment Number /5/20 14 Corix Water Products Inc P I Parts & Materials 3/4" x 3" BRASS NIPPLE P Parts & Materials 2" X 4" BRASS NIPPLE P I Parts & Materials 3/4" COPPER TUBING 60 FT RL 15, P Parts & Materia ls I" COPP ER TUBING 60 FT ROLL 1, P I Parts & Materials 6" MU L T l RAN GE FL EX COUPLING 1, P Parts & Materials 12" MULTI RANGE FLEX COUPL ING 2, P Parts & Materials 12"x l 2" TAPPIN G SLEEVE FOR AC 4, Payment Number , /5/20 14 Dale Hardware P I Parts & Materials Merchandise P I 00 I Parts & Materials Merchandise P Parts & Materials Merchandise P I Parts & Materials Merchandise P I Parts & Materials Merchandise P I Parts & Materials Merchandise P I Parts & Materials Merchandise P I Pat1s & Materials Merchandise P Parts & Materia ls Merchandise P I Parts & Materia ls Merchandise P I Parts & Materials Merchandi se P I Parts & Materi als Merchandise Paymen t Number , /5/2014 Direct Line Tele Response P Services Telephone Answering Service 1, Payment Number , /5/20 14 Emst & Young LLP PV Professional Services 2, Paymen t Number , /5/20 14 Evoqua Water Technologies LLC P I Chemicals Deioni zed Water Service Payment Number /5/20 14 Ewing Irri gation Products Inc P Landscaping lniga ti on Supplies Payment Number /5/2014 Ex trateam Inc P I Software Sales & Support Catalyst 2960C Switch 12 FE Po 2, P Software Sales & Supp011 Catalyst 2960S 48 GigE PoE 740 9, P Software Sales & Support Catalyst 2960S FlexStack Stack 1, P Software Sales & Support Catalyst 2960S 24 GigE PoE 370 8, P Software Sales & Support Catalyst 2960S FlexStack Stack 2, P Software Sales & Support SMARTNET 24X7X4 Catalyst 2960C P Software Sales & Support SMARTNET 8X5XNBD Cat 2960S Stk P Software Sales & Support SMART NET 8X5XNBD Cat2960S Stk P I Software Sales & Support Computer Hardware Payment Number , /5/20 14 Fastenal Company 1' Parts & Materi als Revision # I -Vending Machine 47.42

34 R Al ameda County Water Di ~ tri c t : 17:45 Version A WDOO I Audited Demands - Automated P ay m e n t ~ Page 6 Check Dates: Check Check Document Document Purchase Order Number Date Pa ee T;tEe Number Number Classification Descri12tion Amount P I Parts & Materia ls 18" x. 125" ASP HALT BLADE 1, P Parts & M a t e r i a l ~ 2 GAL GAS CAN & NOZZLE P Parts & Materials U SLOT EXT CORD - CEP P Parts & Materials # 10 AWG TRACER WIRE P Parts & Materials I 114 PVC CAP ALL SLIP SCH P P a r t ~ & Materials I" PVC MALE ADAPTER SLIPXM IPT P Parts & Materials 3 GAL IGLOO COOLERS P Parts & Materials EA R MUFF- NRR OF 25 dba P Parts & Materials 114" - 5/1 6" CLEV IS GRAB HOOK P Parts & Materials 8" CRESCENT WRENCH, ADJU STABLE P Oil Parts & Materials 10# SLEDGE HAMM ER P Parts & Materi als 4 FOOT LEVEL P Parts & Materi als ROLATYPE MEASURING WHEE L 1, P Parts & Materials SAW, COM PACT WIBLADE P Parts & Materi als 8 POfNT CROSS CUT SAW P Parts & Materi als PRUNER, 10" FOLDING P Parts & Materials 9"DOUBLE ENDEDSCRAPER P Part s & Materi als l i 2" D TORQ WRENC H RATCHET TYPE 1, P Part s & Materi als SA WZA LL PLUS HEAVY DUTY Payment Number , Ferguson Enterprises Inc # 1423 P Parts & Materials I 0 STD 45 WELD ELLS, SCH 40 I, P Parts & Materials 12" RISER, CAST IRON 2, P Parts & Materials 6" MU L T l RANG E FLEX COUPLING 1, P Parts & Materials 314" FLARE X FIPT ADA PT ER P Parts & Materials 12" MULT I RANG E FL EX COUPLING 1, P Parts & M a t e r i a l ~ I" X 314" ANGLE STOP FLARE 2, P Parts & Materials General Clearing PD Parts & Materi als Payment Number , Fremont Partners I PV I Refund 6, Payment Number , Fremont Recycl ing & Transfer Station P I Waste I Recycling I Garbage Di sposal Servi ces Payment Number Steven Scott Gi lle PV I Effi cient Landscape Rebate 1, Payment Number , Brian Paul Goodman PV I Efficient Landscape Rebate Payment Number Graybar P I Parts & Materials Revision No. I P Parts & Materials Revision No. I P Parts & Materials Freight Payment Number , Gym Doc tors P Services Equipment Maintenance

35 R Alameda County Water District 12/4/ : 17:45 Version A WDOO I Audited Demands- Automated Payments Page 7 Check Dates: - 12/5/ /5/20 14 Check Check Document Document Purchase Order Number Date Pa ee T)'Ee Number Number Class ification DescriEtion Amount P Services Equipment Maintenance Payment Number /5/20 14 H D Supply Watetworks LTD P Parts & Materi als 2" X 5" BRASS NIPPLE P Parts & Materi als CONG RESS IVE EPOX Y W/CAT I, P Parts & Materi als 4" OD 7" FULL CIRCLE P Parts & Materials 2"x6" FU LL CIRCLE, SING LE BAN D Payment Number , I 2/5/20 I 4 Sameh Hanna PV I Efficient Landscape Rebate I, Payment Number I, /5/20 14 Hanson Bridgett LLP PV Legal Serv ices I General 10, PV Legal Services Brd ofdi r-mtgs 2, PV Lega l Serv ices Rea l Property 3, PV Legal Services Contracts 4, PV I 00 I Legal Services Financ ial Matter I, PV I Lega l Servi ces Labor, Personnel 3, PV I Legal Services Environ Matters 7, PV I Legal Services I Employ Ben Plans 6, PV I Legal Services 0 I I Brd of Dir-Eiect PV Legal Services Water Main Ex t 3, PV I Legal Services Hendri x v JM Man PV I Legal Services 0 I Bio Di v Lawsuit I, PV I Legal Services 0 I I 6 McBride/ Wright 2 I, PV I Legal Services Los Vaq Resevoir 3, Payment Number I 72,2 I /5/20 I 4 Michael J.O' Hare PV I Efficient Landscape Rebate Payment Number /5/20 I 4 Hayward Pipe & Supply Co P I Parts & Materials 2" X 30" GA LV NIPPLE P I Par1s & Materi als 2" PVC Pipe, SCH 40, 20' P Par1s & Materials I" PVC 90 ELL SxS Sc h P Parts & Materi als 1/2 PVC CA P ALL SLIP, SC H P Parts & Materials Inventory Freight Expense P I Parts & Materials I" PVC MALE ADAPTER SLI PXMJPT P Parts & Materi als I" C X FIPT ADAPTER P Parts & Materi als 6" BLfND FLANGE P Parts & Materials Inventory Fre ight Expense 7.30 P I Parts & Materia ls 2" GAL V ST EE L COUPLING P Parts & Materials 2 1/2" BLAC K COUPLI NG, ST EEL P I Parts & Materi als 2" X 16" GA LV NIPPLE P Parts & Materi als I" X 3/4" INSU LAT ING BUS HING P Parts & Materials I" PVC PIPE, Sc h. 40 I I 3.36 P Parts & Materi als Inventory Freight Expense 9.59 PV I Parts & Materi als PV I Parts & Materi als PV Parts & Materia ls PV I Parts & Materials

36 R Alameda County Water District 12/4/ : 17:45 Version AW DOOI Audited Demands - Automated Payments Page 8 Check Dates: - 12/5/ /5/20 14 Check Check Document Document Purchase Order Number Date Pa ee T;r:12e Number Number Classifi cati on DescriEtion Amount PV Parts & Materials Payment Number , /5/20 14 Hertz Equipment Rental Company P Equipment Rental Revision No. I 37, Payment Number , /5/2014 Hose & Fittings, Etc. P Parts & Materi als Hose & Fittings Etc P I Parts & Materials Hose & Fittings Etc P I Parts & Materials Hose & Fittings Etc Payment Number /5/20 14 Industrial Employers & Di stributors Assn P Services Labor Relations I, Payment Nu mber I, /5/20 14 In fose nd Inc P Printing Water Statement Postage 16, P Printing Water Statement Printing 4, Payment Number , /5/2014 Johnson Service Group Inc PV I Temp Services 2, PV Temp Services 2, Payment Number , /5/20 14 Kelly-Moore Paint Company, Inc P Parts & Materials Paint Supplies P I Parts & Materials Paint Supplies P I Parts & Materials Paint Supplies P Pa1ts & Materials Paint Supplies Payment Number /5/20 14 Kleinfelder Inc P I Professional Services Revision No. I A- RE Services 24, P I Professional Services Revision No. I A - RE Services 46, Payment Number , /5/2014 Lawson Products Inc P Parts & Materials Miscellaneous Merchandise P Parts & Materials Miscellaneous Merchandise Payment Number /5/20 14 Yong Y. Liang PV Efficient Landscape Rebate Efficient Landscape rebate pro Payment Number /5/20 14 Littler Mendelson PC PV Legal Services PV Legal Services Payment Number I, /5/2014 Municipal Maintenance Equipment Inc P I Parts & Materials Various Vac-Con Parts P I Parts & Materials Various Vac-Con Parts I, P I Parts & Materials Various Vac-Con Parts P Parts & Materials Various Vac-Con Parts Payment Number ,803.43

37 R Alameda County Water Di strict 12/4/ : 17:45 Version A WDOO I Audited Demands - Automated Payments Page 9 Check Dates: - 12/5/ /5/2014 Check Check Document Document Purchase Order Number Date Pa ee T;tJ2e Number Nu mber Classification Descrietion Amount /5/2014 Napa Au to Parts P I Parts & Materials Auto Parts P I Parts & Materi als Auto Parts P Parts & Materi als Auto Parts Payment Number /5/2014 Na ti onal Consolidated Couriers Inc P I Services Mail Couri er Service I, Payment Number I, /5/2014 Networkfleet Inc P I Services Flee t Monitoring Devices 2, Payment Number , /5/20 14 Off Site Records Management LLC P Services Records storage/destn1ction/ 1, P I Services Records storage/destmction/ P I Services Records storage/destn1ct ion/ Payment Number , /5/2014 Pacific Bolt Company Inc P Parts & Materi als 5/8" x 2 3/4" STAINLESS STEE L P Parts & Materials lnvent01y Freight Expense Payment Number /5/2014 Pacific EcoRisk Inc P I Services Bioassay toxic ity analysis Payment Number /5/20 14 Pacific Gas & Electric PV Utility I, Payment Number I I, /5/20 14 Pacific Gas & El ectric Co P I Utility Washer Rebate Program 22, Payment Number , /5/20 14 Pape Machinery Inc P I Equip Sales and Service Auto Part s and Repa irs 1, P I Equip Sales and Service Auto Parts and Repairs P Equip Sales and Service Auto Part s and Repairs P Equip Sales and Service Auto Parts and Repairs P I Equip Sales and Service Auto Parts and Repairs P Equip Sales and Service Auto Parts and Repairs Payment Number , /5/20 14 Peterson P Equipment Rental 2yr Maintenance Agreement P Equipment Rental 2yr Maintenance Agreement P Equipment Rental 2yr M aintenance Agreement Payment Number /5/2014 R & D Techni cal Services PV I Temp Services 1, PV I Temp Services 1, PV Temp Services PV I Temp Services PV Temp Services PV I Temp Services

38 R Alameda County Water Di strict : 17:45 Version A WDOO I Audited Demands - Automated Payments Page 10 Check Dates: Check Check Document Document Purchase Order Number Date Pa ee T;tee Number Number Classifica tion Descrietion Amount PV I Temp Services 1, PV I Temp Services PV I Temp Services Payment Number , Rising Sun Energy Center P Services CA Youth Energy Services 11, P I Services CA Youth Energy Services 10, Payment Number , Road Runner Glass & MirTor Inc P Parts & Materi als Maintenance and Repairs Payment Number Abraham Saddik PV Effi cient Landscape Rebate Effi cient Landscape Rebate prog Payment Number San Francisco PUC-Water Department PV I City I County I GOV 1, 199, PV City I County I GOV 3, PV City I County I GOV 160, PV City I County I GOV 530, PV City I County I GOV 10, PV City I County I GOV 1, PV City I County I GOV 3, PV City I County I GOV Payment Number ,9 11, Schaa's Lawn mower Sales & Service 1' Parts & Materials Merchandise & Repairs Payment Number Shields Consulting Group Inc PV I Fees Payment Number Solenis LLC P Chemi cals AnioniciPraestol Ploymer 2, Payment Number , SST Benefits Consulting 1' Professional Servi ces Professional Services 7, Payment Number , State Water Resources Control Board PV Fees 1, Payment Number , State Water Resources Control Board PV Fees 1, Payment Number , State Water Resources Control Board PV Fees 1, Payment Number , State Water Resources Control Board PV I Fees 1, Payment Number ,996.00

39 R Alameda County Water District 12/4/201415:17:45 Version AWDOOI Audited Demands - Automated Payments Page II Check Dates: - 12/5/ /5/201 4 Check Check Document Document Purchase Order Number Date Pa ee T}'Ee Number Number Classifi cati on Descrietion Amount /5/20 14 State Water Resources Control Board PV I Fees I, Payment Number I, /5/20 14 State Water Resources Control Board PV I Fees 1, Payment Number , /5/20 14 State Water Resources Control Board PV Fees I, Payment Number I, /5/20 14 State Water Resources Control Board PV Fees 1, Payment Number , /5/20 14 State Water Resources Control Board PV I Fees 1, Payment Number , /5/20 14 State Water Resources Control Board PV I Fees I, Payment Number I, /5/20 14 State Water Resources Contro l Board PV I Fees I, Payment Number I, /5/20 14 State Water Resources Contro l Board PV I Fees 1, Payment Number I, /5/20 14 State Water Resources Control Board PV I Fees I, Paymen t Number I, /5/20 14 State Water Resources Control Board PV I Fees II, Payment Number II, /5/20 14 Steven K Schaffer P I Professional Services Consulting Services 7, Payment Number , /5/2014 SunState Equipment Co P I Equipment Rental Equipment Rental Services P Equipment Rental Equipment Rental Services I, P Equ ipment Rental Equipment Rental Services I, Payment Number , /5/20 14 Teledyne lnstnun ents Inc P I Equi p Sales and Se1v ice Services - Contractor P Equi p Sales and Se1v ice sda-oring, ss P Equip Sales and Se1v ice sda-oring, ss P Equi p Sales and Se1v ice sda-ori ng,2-022-ss P Equip Sales and Se1v ice sda-beam splitter, m P Equip Sa les and Se1v ice Rev. No. I sda-assy lamp P Equip Sa les and Se1v ice Rev. No. I sda-oring, 2-122, P Equip Sa les and Service Rev. No. I sda-filter element 5.45 Payment Number ,

40 R Alameda County Water District 12/4/ : 17:45 Version AWDOO I Audited Demands - Automated Payments Page 12 Check Dates:- 12/ /5/20 14 Check Check Document Document Purchase Order Number Date Pa ee T;tEe Number Number Classification Description Amount /5/20 14 Trench Plate Rental Co P I Equipmen t Rental Trench Plate Rentals P I Equipment Renta l Trench Plate Rentals Payment Number , /5/20 14 TmstPointe Inc P I Services Employment Background Checks Payment Number /5/20 14 URS Corporation P Professional Services Services - Professional 4, Payment Number , /5/2014 US Postmaster PV Fees 5, Payment Number , /5/2014 Va lley Oil Co P I Gas I Oil I Compr Air Motor Oi l 1, Payment Number , /5/20 14 Verizon Wireless PV Uti lity 2, PV Utili ty 2, Payment Number , /5/20 14 Vista Universal, Inc. P I Building Maintenance Revision No. I Rubber Dam Payment Number /5/20 14 Wagner Process Equipment Inc P Parts & Materials PULSATION DAMPENER 1, P Parts & Materials Inventory Freight Expense Payment Number I, /5/20 14 Xerox Direct P Office Equip Sales and Service Xerox Printer/Copier 1, P Office Equip Sales and Service Xerox Pri nter/copier 2, P Office Equip Sales and Service Xerox Printer/Copier 2, Payment Nu mber , Grand Total 2,829,062.52

41 The undersigned affirms that each of the itemized demands set forth above is for materials and/or services rendered to the Alameda County Water District, that no demand has been previously paid in whole or in part, that propef procedures were followed in procurement of the materials and services, and that adequate budgeted funds were available. tz/n /;t.j Date : ~L Date: f(ul Walter L. Wadlow, General Manager /"P/J 5/ J~

42 R Alameda Coun ty Water Distri ct 12/ : 10:44 Version AWDOOI Audited Demands- Automated Payments Page I Check Dates: Check Check Document Document Purchase Order Number Date Pa ee T;tee Numbe r Number Classi fi cati on Descrietion Amount A irgas NCN Inc P Gas I Oil I Compr Air Laboratory Gases P I Gas I Oil I Compr Air Laborat01y Gases P Gas I Oil I Compr Air Air fo r Lab Test P Gas I Oil I Compr Air Air fo r Lab Test I 3.35 Payme nt Number , I 2/ Alameda County Chapter- CSDA PV I Memberships Dues-7 I I I I I Payme nt Number I I Alameda County Waste Mgmt Authori ty PV City I County I GOV Nov 20 I 4 Facility Fees 2, Payme nt Number , I Apple One Employment Services PV I Temp Setvices I, PV Temp Services 2,9 I 6.48 PV I Temp Setv ices 2, I PV I Temp Setv ices 2,9 I 6.48 PV I Temp Setv ices 4,094. I 5 PV Temp Services 1, PV Temp Services I, PV I Temp Setv ices 2, Payment Nu mber I 8,6 I I AS Jrepro.com P Printing Reproduction Services P I Printing Reproduction Services 86. I I P Printing Reproduction Services P Printing Reproduction Setvices P Printing Reproduction Services Payment Nu mber I I 4 Associated Ri ght of Way Services Inc P I Services Appraisal Services 6, Payment Number , I I 4 AT&T PV I Telecommunications C , Payment Number , I Bank of Sacramento PV I Financial Services 44, PV Financial Services 28, Payment Number , I 2112/20 I 4 Blocka Constntction Inc P Construction Services T P2 Power Facil ity Turbine 144, Payment Number , Borges & Mahoney Co P I Parts & Materials MEC HAN ICAL SEAL P Parts & Materi als lnvent01y Freight Expense 9.99 Payment Number State of Californi a PV I City I County I GOV Contract # I 60 I 59 24, PV I 00 I City I County I GOV Contract # I 60 I 59 3,847.00

43 R Alameda County Water District 12/ 11/ :10:44 Version A WDOO I Audited Demands- Automated Payments Page 2 Check Dates: - 12/12/ /12/20 14 Check Check Document Document Purchase Order Number Date Pa ee T;tEe Number Number Classification DescriEtion Amoun t PV I City I County I GOV Contract # , PV City I County I GOV Water Supply Contract 6, Payment Number , /12/20 14 Cali fornia UST Services P Services Moni toring System Testing P Services Moni toring System Testi ng Payment Number /12/20 14 CalPERS Long Tenn Care Program T I Employee Benefits EE deduct PR 12/1 1/ Payment Number / 12/20 14 California Association of PV Membershi ps Payment Number /12/20 14 Cargill Inc PV I Fees Payment Number / 12/20 14 Carmen Group Incorporated P Professional Services Services - Professional Payment Number /12/20 14 N Hanis Computer Corporation P I Software Sales & Support Services - Professional 5, P I Software Sales & Support Services - Professional 6, P I Software Sales & Support Cayenta Uti lities 70, P Software Sales & Support Un iface Runti me 7, P Software Sales & Support Cognos 8 Report Software 5, Payment Nu mber , / 12/20 14 COW Government Inc P I Software Sales & Support Polycom Soundsta ti on 2W I, P Software Sales & Support Soundsta tion 2W Li-lon Battery 54:43 P Software Sales & Support Office Supplies P I Software Sales & Support Computer Supplies 2, P Software Sales & Support Computer Supplies P I Software Sales & Support Microsoft Visio Professional 3, P Software Sales & Support Microsoft Remote Desktop 2, P Software Sales & Support Xerox 3 Year On-Site I, P I Soft\vare Sales & Support Xerox Phaser 7500 Color 2, P Software Sales & Support Freight 179:46 Payment Number , / 12/20 14 CJ Mac hine Products P I Equip Sales and Service. Machine Labor/ Parts Payment Number / 12/20 14 Command Securi ty Corporati on P I Securi ty Securi ty Guard Services 10, Payment Number I 0, / 12/20 14 Dave Kelly Trucking P Services Truck Hauling Services 7, Payment Number ,007.70

44 R Alameda County Water District 12/ :10:44 Version A WDOO I Audited Demands- Automated Payments Page 3 Check Dates: / Check Check Document Document Purchase Order Number Date Pa ee T;tEe Number Number Classification Descri(!ti on Amount / Dell Marketing LP P Computer Sales & Support Dell Laptop Latitude , P Computer Sales & Support Dell Laptop Latitude P Computer Sales & Support Accessory - E-Port Plus Port P Computer Sales & Support Accessory- Top Load Carrying P Computer Sales & Support Accessory- 90 Watt Adapter P I Computer Sales & Support Prec ision T I AAJV 2, P Computer Sales & Support Dell 27" Monitor- U27 13H I, P Computer Sales & Support State Environmental Fee 8.00 Payment Number , / Dun-Rite Excavating Inc P Constructi on Services Asphalt Pavement Replacement 117, Payment Number , / EMA Inc P Professional Services Services - Professional 6, Payment Number , ERS Industri al Service Inc 1' Services Media Skimming Service 5, Payment Number , / ExtraTeam Inc P Software Sales & Support DIN Rail Mount For Compact Swi Paymen t Number Ferguson Enterprises Inc # 1423 P3 257'! Parts & Materials 12" SO WELD FLA NGE CLASS E Payment Number / Fremont Minuteman Press P I Printing Printing Services P I Printing Printing Services P Printing Printing Services Payment Number / Fremont Urgent Care Center P Services Employee Health Screeni ng P Services Employee Health Screening P Services Employee Health Screening Payment Number City of Fremont PV I City I County I GOV Payment Number / General Metal Fab. P Parts & Materi als Sheet Metal Fabricati on Payment Number Gexpro P Parts & Materials Weed Fiber Optic Interface 3, P Parts & Materials Weed VAC Power Supply P Parts & Materials Weed Electrical In terface Payment Number , / Global Di ving & Salvage Inc. P Services Demobili zati on of Emergency 35, Paymen t Number ,

45 R Alameda County Water District 12/1 1/201414: 10:44 Version AWDOO l Audited Demands - Automated Payments Page 4 Check Dates: - 12/ 12/ /20 14 Check Check Document Document Purchase Order Number Date Pa ee Tyee Number Number Classifi cati on Descrietion Amount /20 14 Golden Gate Systems P I Office Supplies Xerox Waste Toner P Office Supplies Xerox 3250 Black Toner P Office Supplies Freight Payment Number /12/20 14 Gregg Drilling & Testing, Inc. P Services Drilling Services I 02, Payment Nu mber I 02, /20 14 Hac h Company P Laboratory Pocket Colorimeter II Chl orine 1, P Laboratory Small Tools/Operating Supplies Payment Number , /2014 Harrington Industri al Plastics LLC P Parts & Materials Mechanical Parts P I Parts & Materials Mechanical Parts Payment Number / 12/20 14 Hertz Equipment Rental P Equipment Rental Light Trailer Rental Payment Number /20 14 Heusser Neweigh LLC P Services Pipettes/Thennometers Cal P Services Services - M isc Payment Number / 12/20 14 Hose & Fittings, Etc. P Parts & Materials Hose & Fittings Etc P I Parts & Materials Hose & Fittings Etc Payment Number / 12/20 14 lmpri vata Inc P I Software Sales & Support OneSign Premium Maintenance 5, Payment Number , / 12/20 14 Iron Mountain P I Setv ices Offsite Tape Vaulting P I Services Offsite Tape Vaulting Payment Number / 12/20 14 I WT/Cargo-Guard P I Parts & Materia ls. 3' X 5' DIRT BAGS 3, P Parts & Materials Inventory Freight Expense P Parts & Materials State/County Sales & Use Tax P Parts & Materials Local Sales & Use Tax P Pat1s & Materials Transit Tax P Parts & Materials BART Use Tax P Parts & Materials Health Care Services Tax Payment Number , /12/20 14 Johnson Service Group Inc PV Temp Setv ices I, PV Temp Setvices 1, Payment Number ,433.95

46 R Alameda County Water Di stri ct 12/11 / :10:44 Version A WDOO I Aud ited Demands - Automated Payments Page 5 Check Dates: - 12/12/ /20 14 Check Check Document Document Purchase Order Number Date Pa ee T;t[Je Number Number Classification Descri[Jtion Amount /20 14 Joshua P. Peterson P Software Sales & Support Consult ing Services Payment Number /12/20 14 Katz & Associates Inc P I Pruf~ ssiona l Services Services - Contractor Payment Number / 12/20 14 Ke ll y-moore Paint Company, Inc P Parts & Materials Paint Supplies P I Parts & Materials Paint Supplies P I Parts & Materials Paint Suppli es Payment Number / 12/20 14 Lega!Shield T Empl oyee Benefits EE deduct PR Payment Number /20 14 The Lipman Company T Professional Services PL# l25 PR 12/ 11 / 14 5, Payment Number , /20 14 Lone Tree Trucking Inc P Parts & Materials Di sposa l-wtp Solids I, Payment Number , /12/20 14 Maveri ck Networks Inc P Telecommunications Mite! lncidentials P Telecommunications Mite! lncidentials 1, P Telecommunications Mite! lnc identials P Telecommunications Mite! lncidentials I, Payment Number , / 12/2014 McGuire & Hester P I Professional Services Se1v ices - Professional 842, Payment Number , /2014 Milpitas Materials Co P Parts & Materials Backfill Material P Parts & Materials Backfill Material P I Parts & Materials Backfill Material P Parts & Materials Backfi ll Material P I Parts & Materials Backfill Material P I Parts & Materials Backfill Material P I Parts & Materials Backfi ll Material P Parts & Materials Backfi ll Material P I Parts & Materials Backfill Materia l P I Parts & Materials Backfi ll Material Payment Number , / 12/2014 Nat ional Conso li dated Couri ers Inc P I Se1vices Mai I Couri er Se1vice Payment Number /20 14 Off Site Records Management LLC P I Services Records storage/destn1ction! Payment Number / 12/2014 Operating Engi neers Local No 3 T I Employee Benefits Members dues PR 12/1 1/ 14 6,

47 R Alameda County Water Di strict :10:44 Version A W DOO I Audited Demands - Automated Payments Page 6 Check Dates: I Check Check Document Document Purchase Order Number Date Payee Type Number Number Classification Descri[ltion Amount Payment Number , Oracle America Inc P I Software Sales & Support Computer Services 24, Payment Number , Pacific Gas & Electric Co PV I Uti lity I , Payment Number , Pacifi c Gas & Electric Co PV I Utility , Payment Number , Pacific Gas & Electric Co P Utility Washer Rebate Program 22, Payment Number , Pape Machine1y Inc P Equ ip Sales and Service Auto Parts and Repairs P Equip Sales ami Service Auto Pa11s and Repairs Payment Number PCM-G P Office Equip Sales and Service MS Surface Pro Ext. Warranty P I Office Equip Sales and Service MS Surface Pro Tablet 1, P Office Equip Sales and Service MS Surface Pro Recycling fee 3.00 P Office Equip Sales and Service MS Surface Pro Cover Blk Payment Number , Peterson P Equipment Rental 2yr Maintenance Agreement Payment Number PFM Asset Management LLC P I Professional Services Professional Services 6,44 I. 13 Payment Number , Pl att.com P Materials Electrical Supplies 1, Payment Number , Power Engineers Inc P I Services Cityworks Implementation P Services Cityworks Imp lementation P Services Cityworks Imp lementation 10, Payment Number , Precision Balancing Service P I Services Technical Services Payment Number R & D Technical Services PV Temp Se1v ices PV Temp Services Payment Number , 166: Republic Services #916 P I Waste I Recycl ing I Garbage Garbage Service 2, P I Waste I Recycling I Garbage Garbage Service P I Waste I Recycling I Garbage Garbage Service

48 R Alameda County Water District 12/1 1/ :10:44 Version A WDOO I Audited Demands - Automated Payments Page 7 Check Dates: - I 2/12/20 I 4 - I 2/12/20 I 4 Check Check Document Document Purchase Order Number Date Pa ee T ~ E e Number Number Classification DescriEti on Amount P Waste I Recycling I Garbage Garbage Service Payme nt Number I 2/ 12/201 4 Roberts & Bnme P Pa11s & Materials I 7/8" Iron Pipe Drill Bit I, ,075.7 I Payme nt Number , I 2/ 12/201 4 ShareSquared Inc P Computer Sales & Support SharePoin t Implementation 2 I, Payme nt Number 2296 I 0 2 I, / 12/2014 Sharp Business Systems P Office Equi p Sales and St:rvice Sharp Copier Maintenance P Office Equip Sales and Service Sharp Copier Maintenance Payme nt Number I 1, I 2/12/2014 Sirius Computer Solutions Inc P Software Sales & Support Revision No. 2 - Additional 3, Payme nt Number 2296 I 2 3, /12/2014 Slideshow Events PV Services Payment Number 2296 I /12/2014 SRT Consultants P I Services Technical Writing Services Payme nt Number 2296 I / 12/2014 Steven K Schaffer P I Professional Services Consulting Services 7, Payme nt Number 2296 I 5 7, / 12/20 14 TelePacific Communications PV I Telecommunications 1, Payment Number 2296 I 6 1, I 2/12/2014 T LC Administrators P Services Empl oyee Flex Benefit Program Payment Nu mber 2296 I I 2/12/2014 Tremco Weatherproofin g Technologies P Building Maintenance Roof Maintenance Renewal & 7, Payment Number 2296 I 8 7, I 2/ 12/20 I 4 Uni var USA Inc P I Chemicals Sodium Hypochl ori te I, P I Chemicals Sodium Hydrox ide 50% NaO H 5, Payment Number , I 2/12/20 I 4 US Postm aster PV Fees 2, Payment Number , I 2/12/20 14 Valley O il Co P Gas I Oil I Compr Air Gasoline/Diesel Fuel 9, Payment Number I 9, / 12/20 14 Vasco Road Landfill P Waste I Recycling I Garbage Water Treatment Pl ant Solids 4, P I Waste I Recyclin g I Garbage Water Treatment Pl ant Solids Payment Number ,447.68

49 R Version A WDOO I Alameda County Water Di strict Audited Demands - Automated Payments Check Dates: - 12/12/ /12/ /1 1/201414: 10:44 Page 8 Check Number Check Date Payee Document Type Document Number Purchase Order Number Classification Description Amount /2014 Vista Universal, Inc. P Building Maintenance Payment Number Revision No. I Rubber Dam 2, , / 12/2014 XO Communications PV Telecommunicati ons Payment Number I, , /2014 Young Life PV Materi als Payment Number Grand Total 2, 198,847.00

50 The undersigned affirms that each of the itemized demands set forth above is for materials and/or services rendered to the Alameda County Water District, that no demand has been previously paid in whole or in part, that proper procedures were followed in procurement of the materials and services, and that adequate budgeted funds were available. l ~f~ '2-;\?/11 Date: \7 Shelley Burgett, Manager of Finance I Treasurer U4L ' -.-- Robert Shaver, General Manager Date : 12/lf:J/~ttt

51 R Alameda County Water Distri ct 12/19/ :07:4 Version A WDOO I Audited Demands- Auto mated Payments Page Check Dates: - 12/19/ /1 9/2014 Check Check Document Document Purchase Order Number Date Pa ee ~~ Number Number Classifica tion Description Amount /19/2014 ACWAJPIA PV Insurance Jan 2015 Dental & Vision 66, //b/t/ Payment Numbe r , /2014 Air Systems, Inc. P Services HVAC Services 8, Pay ment Number , /1 9/2014 Allied Auto Stores P Parts & Materials Auto Parts & Supplies P Parts & Mate rials Auto Parts & Supplies P Parts & Mate rials Auto Parts & Supp lies P Parts & Materials Auto Parts & Supplies P Parts & Materials Auto Parts & Supplies P Parts & Materials Auto Parts & Supp lies P Parts & Mate rials Auto Parts & Supp lies P Parts & Materials Auto Parts & Supplies 38-:-22 P Parts & Materials Auto Parts & Supplies P Parts & Materials Auto Parts & Supplies P Parts & Materials Auto Parts & Supplies P Parts & Materials Auto Parts & Supplies P Parts & Materials Auto Parts & Supplies P I Parts & Materials Auto Parts & Supplies P Parts & Materials Auto Parts & Supplies P I Parts & Materials Auto Parts & Supplies P Parts & Materials Auto Parts & Supplies P Parts & Materials Auto Parts & Supplies P Parts & Materials Auto Parts & Supplies Payment Numbe r , /19/2014 Aman 'sauto Shop P I Vehicle Sales and Service Auto motive Repairs Pay ment Numbe r /19/2014 Ampteks Inc P Electronic Eq Maintenance Electrical Testing Serv ices 1, Pay ment Number , /1 9/20 14 Apple One Employment Services PV Temp Services PV Temp Services PV Temp Services 1, Pay ment Number , / 19/2014 Applied Power Technologies P Services Repair of Power Quality Meter 1, Pay ment Numbe r , /1 9/2014 ARAMARK Refreshment Services P I Offi ce Supplies Offi ce Supplies Payment Numbe r /2014 Aramark Uni fo rm Services P Uni forms Uniform/Laundry/Li nenserv ice P Uni form s Uniform/Laundry/Li nenservice P Uniforms Uni form/laundry/li nens ervice P Uniforms U ni fo rm/laundry / Li nenserv ice P I Uniforms U n i fonn/lau ndry /LinenServ ice

52 R Alameda County Water District 12119/2014 9:07:4 Version A WDOO I Audited Demands - Automated Payments Page Check Dates:- 12/19/ /2014 Check Check Document Document Purchase Order Number Date Payee ~~ Number Number Classification Descrij)tion Amount P Uniforms Uniform/Laundry/LinenService 8.40 P Uniforms Uniform/Laundry/LinenService P Uniforms Uniform/Laundry/LinenService P Uniforms Uniform/Laundry/LinenService P Uniforms Uniform/Laundry/LinenService P Uniforms Uniform/Laundry /LinenServ ice P Uniforms Uniform/Laundry/LinenService P Uniforms Uniform/Laundry/LinenService P Uniforms Uniform/Laundry/LinenService P Uniforms Uniform/Laundry/LinenService P Uniforms Uniform/Laundry/LinenService P Uniforms Uniform/Laundry/LinenService P Uniforms Uniform/Laundry/LinenService 8.40 P Uniforms Uniform/Laundry/LinenService P Uniforms Uniform/Laundry/LinenService P Uniforms Uniform/Laundry/LinenService P Uniforms Uniform/Laundry /LinenService P Uniforms Uniform/Laundry /LinenService P Uniforms Uniform/Laundry/LinenService Payment Number , /2014 ASirepro.com P Printing Reproduction Services Payment Nu mber / Automatic Controls Engineering Corp P Services HV AC Service Visits Payment Nu mber /2014 Bay Equipment Sales & Service, Inc. P Equipment Rental Merchandise and Repairs - 130~80 Payment Number /2014 Bennett Marine Utility P Services Chlorination Services I, P Services Chlorination Services I, P Services Chlorination Services I, P Services Chlorination Services I, Payment Number , / 19/2014 Blocka Construction Inc P Construction Services TP2 Power Facility Turbine 205, Payment Number , /2014 Brenntag Pacific Inc P Chemicals Citric Acid 2, Payment Number , /2014 California Dept offish and Game PY City I County I GOY 4, Payment Number , /2014 State of California ~~ PY City I County I GOY 104, Payment Number , /19/2014 California Generator Service P Services Generator Preventive Maint Svc 1,804.59

53 R Alameda County Water District 12/19/2014 9:07:4 Version A WDOO I Audited Demands- Automated Payments Page Check Dates: - 12/19/ /19/2014 Check Check Document Document Purchase Order Number Date Pavee Ty..P_e Number_ --~u~ Classification D esc rij~ i o n Amount Payment Number ,8o /19/2014 Ca li fornia Site Services P Equipment Rental Portable Rental Equipment Payment Number / 19/2014 California UST Services P Services Monitoring System Testing Payment Number / 19/2014 Central Maintenance Company P Services Janitorial Services Payment Number /19/2014 CJ Machine Products P Equi p Sales and Service Machine Labor/ Parts P Equip Sales and Se rvice 3/8 "X 120'WIREROPEASSY. 2, Payment Number , /19/20 14 Contractor Comp liance and Monitoring P Professional Se rvices Services- Contractor P Professional Services Services - Professional Pay ment Number /19/2014 Cori x Water Products Inc P Parts & Materials I" SERVICE COUPLER P Pa rts & Materials 2" COUPLER CLASS 200 1, P Parts & Materials 2" ANGLESTOPCLASS200 6, Payment Number , /2014 The Covello Group Inc P Profess ional Services Services- Professional Payment Number /19/2014 CVision Techno log ies Inc P I Software Sales & Support Softwa re Maintenance Renewal 1, Payment Number , /19/2014 Dale Hardware P Parts & Materials Merchandise P Parts & Materials Merchandise P Parts & Materials Merchandise P Parts & Materials Merchandise P Parts & Materials Merchandise P Parts & Materials Merchandise P Parts & Materials Merchandise P Parts & Materials Merchandise Payment Number /19/2014 Du-AII Safety Division P Education I Training Education & Training 1, Payment Number , / 19/20 14 Dublin San Ramon Services Dist PV Sponso rships Payment Number /19/20 14 Edward R Bacon P I Equip Sales and Service Eq ui pment Repair/Materials 1, Payment Number I,523.38

54 R Alameda County Water District 12/19/2014 9:07:4 Version A WDOO I Audited Demands- Automated Payments Page Check Dates:- 12/ 19/ /19/2014 Check Check Document Document Purchase Order Number Date Payee ])~ Number Number Classification D_e_:;cription Amount /20 14 Ernst& Young LLP PV Professional Services I, Payment Number , /2014 ExtraTeam Inc P Software Sales & Support Hitachi Storage Unit 4, Payment Number , /2014 Farwest Corrosion Control Company P Parts & Materials 32# MAGNESIUM ANODE PACK 3, P Parts & Materials Inventory Freight Expense ,00 Payment Number , /2014 Fastenal Company P Parts & Materials Revision# I - Vending Machine P Parts & Materials Revision# 1 - Vending Mach ine 1, P Parts & Materials 3/4"X21/2BRONZEBOLTW/NUT 3, Payment Number , /19/2014 Ferguson Enterprises Inc# 1423 P Parts & Materials 3/4" ANGLE STOP FLARE 8, P Parts & Materials 2" CURB STOP FIPT 4, P Parts & Materials I 112" POL YETHYLENETUBING P Parts & Materials 2" POL YETHYLENETUBING P Parts & Materials I 0" LR STD 90 WELD ELL, SCH 40 1, P Parts & Materials 6" FXFGATE VALVE 9, P Parts & Materials I COMPX 3/4 FNPTMETERCOUP P Parts & Materials 6" AC SS BRZ SADDLE TAP I" IPT 1, Payment Number , /2014 Fiserv P Services Electronic Bill Fees 2, Payment Number , /19/2014 Fluid Components Inti LLC P Parts & Materials FCI FL T93B-ACOO 1, P Parts & Materials Inventory Freight Expense Payment Number , /19/2014 Fremont Minuteman Press P Printing Printing Services P Printing Printing Services Payment Number / 19/2014 Golden Gate Truck Center P Parts & Materials Automotive Parts - 19EU7 P Parts & Materials Automotive Parts P Parts & Materials Automotive Parts Payment Number /19/2014 Gordon N Ball Inc P Construction Services Repair of Steveson Pond - 92, P Construction Services Change Order No. 1 46, Payment Number , / 19/2014 Granite Rock Company P Parts & Materials Backfill Material 3, P Parts & Materials Backfill Material 3,121.10

55 R Alameda County Water District 12119/2014 9:07:4 Version AWD001 Audited Demands- Automated Payments Page Check Dates: - 12/19/ / 19/2014 Check Check Document Document Purchase Order _ll umb~ Date Pa)lee _ 1).P_!.. Number --~ n~be_r _ Classification Description Amount - P ayment Number , / 19/2014 Hatton Crane & Rigging, Inc. P Equip Sales and Serv ice Operation of Crane with 3, P Equip Sales and Serv ice 2 Day Crane Rental P Equip Sales and Service Continge ncy Amount Payment Number , / 19/20 14 Hill Brothers Chemical Co P Chemicals Ammonium Hydroxide Payment Number /2014 Hose & Fittings, Etc. P Parts & Materials Hose & Fittings Etc P Parts & Materials Hose & F ittings Etc P Parts & Materials Hose & Fittings Etc Payment Number / 19/2014 Imhof Tractor Service Inc P Services Various Land scape Maintenance 10, Payment Number , /20 14 Industrial Employers & Distributors Assn P Services Labor Re lations 1, Payment Number I, /20 14 InsightSoftware.com Inc PV Softwa re Sales & Support 2 1, Payment Number /20 14 Itron Inc P Software Sales & Support Computer Services Payment Number I2119/20 14 Jense n Tire Service, Inc. P Parts & Materials Products/Se rvices Payment Num ber / 19/2014 John so n Service Group Inc PV Temp Services 3, Payment Number , / 19/2014 Ke lly-moore Paint Company, Inc P Parts & Materials Paint Supplies P Parts & Materials Paint Supplies 81 -:-52 P Parts & Materia ls Paint Supplies P Parts & Mate rials Paint Supplies Payment Number /20 14 Kemira Water Solutions Inc P Chemicals Ferric Chl oride 5, Payment Number , /20 14 Lehigh Ha nso n P Parts & Materials Backfi ll Material 1, P Parts & Materials Backfi ll Material P Parts & Materia ls Backfi ll Material P Parts & Materia ls Backfi ll Material P Parts & Materia ls Backfill Material 1, P Parts & Materia ls Backfil l Material 2,899.71

56 R Alameda County Water District 12/19/2014 9:07:4 Version A WDOO 1 Audited Demands - Automated Payments Page Check Dates:- 12/ 19/ /19/2014 Check Check Document Document Purchase Order Number Date Payee I~ Number Number Class ification Description Amount P Parts & Materials Backfill Material P Parts & Materials Backfill Material Payment Number , /19/20 14 Lone Tree Trucking Inc P Parts & Materials Disposai-WTP Solids Payment Number / 19/2014 Mi lpitas Materia ls Co P Parts & Materials Backfill Material P Parts & Materials Backfill Material Payment Number I, / 19/2014 MVP Repair Service Co P Services F ield Testing 2, Payment Number , /19/2014 Napa Auto Parts P Parts & Materials Auto Parts P Parts & Materials Auto Parts P Parts & Materials Auto Parts P Parts & Materials Auto Parts 7.36 P Parts & Materials Auto Parts P Parts & Materials Auto Parts 25~ 23 P Parts & Materials Auto Parts Payment Nu mber Network fleet Inc P Services Fleet Monitoring Devices 2, Payment Number , /2014 Inter. Disposal Corp of Calif. P Waste I Recycling I Garbage Revision#! 18, P Waste I Recycling I Garbage Disposal Services 3, Payment Number , / NTS Mikedon LLC P Parts & Materials Trench Plate Rental P Parts & Materials Trench Plate Rental Payment Number /2014 Off Site Records Management LLC P Services Records storage/destruction/ P Services Records storage/destruction/ P Services Records storage/destruction/ Payment Number / 19/2014 Virginia Marie Orozco PV Efficient Landscape Rebate Payment Number /2014 Pac ific Coast Trane Service P Services Chiller Maintenance Services 2, P Services Chiller Maintenance Services 1, Payment Number , /2014 Pape Machinery Inc P Equip Sales and Service Auto Parts and Repairs P Equip Sales and Service Auto Parts and Repairs - 5~86

57 R Alameda County Water District :07:4 Version A WDOO I Audited Demands- Automated Payments Page Check Dates: / Check Check Document Document Purchase Order Number Date Pavee ItpJ: Number!:ium~ Classification Q_escr_iption Amount Payment Nu mber / Peterson P Equipment Rental 2y r Maintenance Ag reement Payment Number Power Engineers Inc P Services Cityworks Im plementation P Services Cityworks Implementation 2, P Services Cityworks Implementation 7, Payment Number I 0, PsiNapse Ltd PV I Temp Services 3, Payment Number , /20 14 Quenvold' ssafe ty Shoemobiles PV Safety 1, Payment Number , / R & D Technical Services PV Temp Services 1, PV Temp Services PV Temp Services Payment Number , / Red Wing Shoe Store PV I Safety I,283.5 I Payment Number I, /19/2014 Reliastar Life Insurance Company PV Employee Benefits PV Employee Benefits Payment Number , Road Runner Glass & Mirror Inc P Parts & Materials Maintenance and Repairs Payment Number Salt Unlimited P Services So lar Salt -Taxable P Services Solar Salt - Non-Taxable Payment Number San Francisco Bay Water Board PV City I County I GOY Payment Number / SchlumbergerCanada Limited P I Software Sales & Support Renewal I Year Software Payment Number / Southland Industries P Services AERCO Boiler Maintenance P Services AERCO Boi ler Maintenance I, P I Services AERCO Boi ler Maintenance 2, Payment Number , / State Water Contractors PV Me mberships 7, Payme nt Number

58 R Alameda County Water District 12/ 19/2014 9: 07: 4 Version A WDOO I Audited Demands- Automated Pay ments Page Check Dates: / /1 9/2014 Check Check Document Document Purcha se Order Number Date Payee T;r12e Number Number Classificatio n D_es.clJIJtion Amount /2014 STILOG, Inc. P Software Sales & Support Visual Planning Softwa re - 1, P Software Sales & Support Visual Planning Software 4, Payment Number , /2014 TLC Administrators P Services Employee Flex Benefit Program Pay ment Number /2014 Trench Plate Rental Co P Equipment Rental Trench Plate Rentals Pay ment Number /19/2014 City of Union City PV City I County I GOY Pay ment Number /19/2014 Univar USA Inc P Chemicals Sodium Hydroxide 50 % NaOH 5, P Chemical s Sodium Hypochlorite I, P Chemicals Sodium Hydroxide 50 % NaOH 5, P Chemical s Sodium Hydroxide 50 % NaOH 5, Pay ment Number , /2014 US Geological Survey PV City I County I GOY 19, Pay ment Number , /19/2014 Valley Oil Co P Gas I Oil I Compr Air Gasoline/Diesel Fuel 19, P Gas I Oil I Compr Air Gasoline/Diesel Fuel 16, P Gas I Oil I Compr Air Gasoline/Diesel Fuel P Gas I Oil I Compr Air Gasoline/Diesel Fuel -6, Pay ment Number , / 19/2014 XO Communications PV Telecommunica ti ons 1, 0 3~.07 Pay ment Number , / 19/2014 ZunZun P Profe ssiona I Services Water Conservation 10, Pay ment Number , Grand Total 836,751.64

59 The undersigned affirms that each of the itemized demands set forth above is for materials and/or services rendered to the Alameda County Water District, that no demand has been previously paid in whole or in part, that proper procedures were followed in procurement of the materials and services, and that adequate budgeted funds were available. ~r-z...z~<-<> Q_f~e #--'>- Date: / 2._... 2 q'---/?/-- Shelley Burgett, Manager of Finance I Treasurer ;JU~ Date: 1ljuo(t4 Rob;rt-Sha-~~~:GeneraiManager \:

60 R Version AWDOOI Alameda County Water Distri ct Audited Demands- Au tomated Payments Check Dates:- 12/29/ /29/ /29/20 14 I 0: I 0:02 Page I Check Check Number Date /29/201 4 Pa ee ACWD Employees Association Document T~ e e T7 Document Number I Purchase Order Number Class ification Description Employee Benefits EE Deduct PR 12/26/2014 Payment Number Amount /29/2014 Cal Publi c Employees' Ret irement System PV Employee Benefits Payment Number , , /29/20 14 Caii'ERS Long Tenn Care Program T I Employee Benefit s EE Deduct PR 12/26/2014 Payment Number /29/2014 T he Lipman Company T I Employee Benefits PL# 125 PR I 12/26/2014 Payment Nu mber , /29/2014 UNU M Li fe Insurance Company of Amer PV PV Insurance Insurance Dec Li fe/ad&d/ltd/std Payment Number , , , Grand Total 349,998.20

61 The undersigned affirms that each of the itemized demands set forth above is for materials and/or services rendered to the Alameda County Water District, that no demand has been previously paid in whole or in part, that proper procedures were followed in procurement of the materials and services, and that adequate budgeted funds were available. ~~ (fh:jt~ Uce~~+ 0"'"'""''"-~\ Date: (l. <3 1- ) k Shelley Burgett, Manager of Finance I Treasurer &:/~ Robert Shaver, General Manager Date : f~~ lt<t

62 RESOLUTION NO. OF BOARD OF DIRECTORS OF ALAMEDA COUNTY WATER DISTRICT APPROVING AND AUTHORIZING EXECUTION OF PUBLIC WATER SYSTEM EXTENSION AGREEMENT WITH THE CITY OF FREMONT, CAPITOL AVENUE EXTENSION PWC 8520, ACWD NO BE IT RESOLVED by the Board of Directors of ALAMEDA COUNTY WATER DISTRICT that the certain contract dated January 8, 2015, covering extension of District's water main, by and between ALAMEDA COUNTY WATER DISTRICT and CITY OF FREMO T, CAPITOL A VENUE EXTENSION PWC 8520, be and the same is hereby approved and entered into. BE IT FURTHER RESOLVED that the President and Secretary of said District be and they hereby are authorized and directed to sign and countersign the Public Water System Extension Agreement on behalf of said District. PASSED AND ADOPTED this 8 1 h day of January, 2015, by the following vote: AYES: NOES: ABSENT: Martin L. Koller, President Board of Directors Alameda County Water District ATTEST: APPROVED AS TO FORM: Gina Markou, District Secretary Alameda County Water District (Seal) Patrick T. Miyaki, Attorney Alameda County Water District

63 ~ I Notes AVE ~ J 1) WATER LINE EASEMENTS ARE REQUIRED FOR ALL PUBLIC WATER i (.) -< :0 ~ -::: E!l ~ 0 ~ ~ 0 E.t 0.z:. u c ~ ~ ~ i ~ ~ ~ c o :::0 i ~ 3. :; ~ (;: "' ~,... x " 3: ~ ~ ::; "' 0..., I F''.t.(.. Ar, ACWO FACILITIES LOCATED OUTSIDE OF THE PUBLIC RIGHT-OF-WAY OR OUTSIDE OF A PUBLIC UTILITY EASEMENT OR PUBLIC SERVICE EASEMENT ABUTTING THE PUBLIC RIGHT-OF-WAY. ~ r:n... c: a E Q) Lt '--, I 1 1. _5'-...E I. 1Q'' ACP 1/ATFR \ 'A'; Tf ~:~:::. ~- ~- I I EX. 10" A CP~ ' ; <. '()" j..,i:d,-, ;II.,; 7;:.,' 91J'-... Y. 6.. A.C;:, F' RE... YQR,\'~ T I ;H[RA TO s:: r~e V OV~O 8"f cr:-y's C:0\;'0A( 1 C~ '... E_X. 1Q" J..CP WII T~q '.h\t\, 'TQ BL q('.1c'f'j 9Y (I"'" r's CQ~>.jTRArrcq \ 27'- r PVC- ACWJ I EX rtre HYDRANT TO BE REMOVED 8Y ' CWO-/ 11 -,1 ~ PAR C E L S <"'- 2"51-24' S" - -~ ' ~, I, CapitolA~~ -.,?"~!: ~, lci5 20 ' IO"L,~ -,\,f r ]6'.1,? ) 111- \ i - ~~ II~ \ Ji.r.!" Of~.._~-, 0 \ \ \ \ I ' ~ I l. 45'-12" PVC...l~ " STL PARCEL 2...,.--- Q - - _Q EX 6" ACPz* / c EX 10" ACD 1 r~--===r-r - tj z ~ 0. -,,.---EX. 10" I ACP ZONE 1. DESIGNED Robert T. Shover, Assistant Generol Manager-Engineering ORAVI! J REVISION EX 12" I ACP '..:. / ~~p~ / '-12" PVC \ PBO BY CITY'S CON TRACTOR z PARCEL ""1Xc- EX 12" z Acp--- MAIN EXTENSION ONLY CtrY OF FRE MONT CITY OF FREMONT CHECKED~ :fpo- IJA"1_A!SuPv ENGR. ~ EHs ;pp-jengr. MGR RTS Q ~~p~ Q ~~:.-JI II STL Q I EX. 12" ACP I Ci5 I I I ----vr--l ;.r-1 PU8LIC WATER SYSTEM EXTENSION WITHIN THE ALAMEDA COUNTY WATER DISTRICT ~ ~ Cf) '!: <Y. 17" AC;; L- 1 '"-... Ex. Capitol Ave \_ E l<_c 8" AC P -ACWD T!E-11\J ; I f::eij.end EXHIBIT "A" CITY OF FREMONT CAPITOL AVENUE EXTENSION ACWD # Vicinity Ma{J_ N.T.S. NEW WATER MAIN SITE BOUNDARY LOT LINE ADJACENT PROPERTY LINE EXISTING WATER MAIN EXISTING WATER MAIN TO BE REMOVED.. NEW VALVE 1><1 EXISTING VALVE NEW PBO 0 EXISTING PBO.. NEW FIRE HYDRANT 0. EXISTING FIRE HYDRANT IMPROVEMENT PLANS APPROVED 05/22/14 SCALE 1"= 100' DATE 05/23/14 PWC DWG I~U. X-1 4E-02

64 EXHIBIT "B" CURRENT COST WORKSHEET Capitol Avenue Extension PWC M a in Extension Only 05/28114 DEVELOPMENT ACWD No. TYPE DATE PUBLIC WATER SYSTEM EXTENSION ENG INEERING FEE Initia l deposit for payment of Public W ater System Extension Eng ineering Fee. (Refer to Article IV, Paragraph B) (date p a id) 11120,' 13 $33, ANNEXAT I0:\1 CHARGE Not applicable SERV ICE RELAT ED COSTS FACILITI ES COl\'"NECTION C HARGES (FCC) and FACILITIES R E IMBURSEMENT C HARGES (FRC) Per dwelling unit o r meter. (Refer to Article IV, Paragraphs C and D) D escription of D welling Un it (D. U.) or Meter I" non-residentia l meter l_x ( $ 14, $1, ) I Unit c redit for existing for 1-112" non-res ide ntial meter I x ( ($24,756.00) + ($2,085.00) ) I Unit = $15, ($26,841.00) SUBTOTALFCCandFRC FiXED RATE M ETER INSTALLATION C HARGES Per meter. (Refer to Article IV, Paragraph E. See Note 2, below) Not applicable $ $ '---- $0.00 ACTUAL C OST METER INSTALLATION CHARGES Meters to be installed at actual cost (meters without fixed in s tallatio n charges) a re shown on Exhibit C and installation cos ts w ill be estimated and billed separately. Refer to Article IV, Paragraph E and Article VIII. See Note 2 and Note 3, below. **Payment is required prior to meter installation and can be made on an individual basis. See Note 3, below. **TOTAL OF FIXED RATE SERVICE RELATED COSTS = TOTAL OF FIXED RATE SERVICE AND ANNEXATION RELATED COSTS = $0.00 $0.00 I) Rates are subject to change on or after Apri l 1, Final billing wi ll reflect appli cable rates at time of meter install ation by ACWD. Any questions regarding charges should be directed to the ACWD Engineering Department. 2) Fixed rate meter installation charges are applicable only to residential domesti c meters through 1-1/2" in size with existing water service lines, meter boxes and piping installed by ACWD or by City's Contractor under ACWD l.nspection as a requirement of a Public Water System Extension Agreement. All other water meters wi ll be installed on an act ual cost basis and will be estimated and billed separately foll ow ing receipt of a Customer Work Request Application. Contact the ACWD Engineering Department for more in formation. Refer to Article VIn. 3) Costs fo r " ork performed by ACWD at the actual cost of labor and materials are not included hereon. Actual cost work in cludes relocation or abandonment of existing ACWD facilities; installation of ti e-ins; installation of water sen ice lines, fire service Jines and fire hydrants from existing water mains; installation of detector check valves; installation of all water meters except fi xed rate meters per Note 2; and al l other work perfom1ed by ACWD. Actual cost work will be esti mated and billed separately following receipt of a Customer Work Request Appl ication. Contact the ACWD Engineeri ng Department for more information. Refer to Article VII and VII!. ACWD# I40 (OJ,! 4, 14)

65 EXHIBIT "C" DEVELOPER: City of Fremont WATER SYSTEM TABULATION Development: Capitol Avenue Extension ACWD No.: Item Column 1 WATER MAIN TO BE INSTALLED BY AND CHARGEABLE TO CITY Street 1) Capitol Avenue (steel) 2) Capitol Avenue 3) Capitol Avenue (steel) 4) Capitol Avenue 5) Capitol A venue (steel) 6) Capitol Avenue 7) Capitol A venue (steel) 8) Capitol A venue connection to existing southern 1 0" ACP main (steel) 9) Capitol Avenue connection to existing southern 1 0" ACP main 1 0) Capitol Avenue connection to existing southern 1 0" ACP main 11 ) Capitol Avenue connection to existing southern 10" ACP main (steel) 12) 'C' Street 13) 'C' Street 14) 'B' Street 15) 'B' Street 16) 'B' Street (steel) 17) Capitol Avenue connection to existing northern 1 0" ACP 18) Capitol A venue connection to existing northern 1 0" ACP (steel) 19) Capitol Avenue connection to existing northern 10" ACP Section A OTHER WORK REQUIRED AND CHARGEABLE TO CITY TIE-INS BY DISTRICT Install one (1 ) 8" tie-in (wet-tap and valve on Fremont Blvd.) Install one (1) 12" tie-in (wet-tap and valve on State Street) Install three (3) 10" tie-ins (line valve and temporary blowoff cut into existing 10" main onsite) Approximate Length 40 l. f. 568 l.f. 59 l.f. 192 l. f. 30 l.f. 36 l.f. 76 l.f. 20 l.f. 74 l. f. 34 l.f. 22 l.f. 45 l.f. 76 l.f. 4 1 l.f. 17 l.f. 42 l.f. 20 l.f. 24 l.f. 27 l.f. Size 12" 12" 12" 12" 12" 12" 12" 1 0" 10" 10" 10" 12" 12" 12" 12" 12" 10" 10" 10" TO BE PERFORMED BY CITY Install eight (8) fire hydrants and appurtenances Install one ( I) 2" service line Install one (1) permanent blow off (PBO) on existing I 0" ACP main TO BE PERFORMED BY DISTRICT Remove two (2) existing fire hydrants and abandon laterals at the main. Remove one (1) 1-112" meter from existi ng service line Install one ( I) 1" irrigation meter C1 (8/09)

66 RESOLUTION NO. --- OF BOARD OF DIRECTORS OF ALAMEDA COUNTY WATER DISTRICT AUTHORIZING THE DEPOSIT A D WITHDRAWAL OF MONIES IN THE LOCAL AGENCY INVESTMENT FUND WHEREAS, Pursuant to Chapter 730 of the statutes of 1976, Section was added to the California Government Code to create a Local Agency Investment Fund in the State Treasury for the deposit of money of a local agency for purposes of investment by the State Treasurer; and WHEREAS, the Board of Directors, on October 14, 2010 adopted Resolution No authorizing the investment of monies in the Local Agency Investment Fund; and WHEREAS, the Office of the State Treasurer has requested that the Alameda County Water District provide an updated resolution identifying District officers authorized to deposit or withdraw funds from the Local Agency Investment Fund. NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of ALAMEDA COUNTY WATER DISTRICT does hereby agree to deposit and withdraw DISTRICT monies in the Local Agency Investment Fund in the State Treasury in accordance with the provisions of Section of the Government Code for the purpose of investment as stated herein, and verification by the State Treasurer's Office of all banking information provided in that regard. BE IT FURTHER RESOLVED, that the following District officers or their successors shall be authorized to order the deposit and withdrawal of monies in the Local Agency Investment Fund: Robert T. Shaver General Manager Michael Yee Budget & Financial Analysis Manager Shelley Burgett Manager of Finance Julia Liang Accounting Supervisor II Linh Lam Accounting & Treasury Manager

67 BE IT FURTHER RESOLVED, that Resolution No , adopted on October 14, 2010, be and hereby is rescinded. PASSED AND ADOPTED THIS 8 1 h day of January, 2015, by the following vote: AYES: NOES: ABSENT: Martin L. Koller, President Board of Directors Alameda County Water District ATTEST: APPROVED AS TO FORM: Gina Markou, District Secretary Alameda County Water District (Seal) Patrick T. Miyaki, Attorney Alameda County Water District 2

68 ALAMEDA COUNTY WATER DISTRICT MEMORANDUM DATE: To: FROM: SUBJECT: December 31, 2014 Board of Directors Robert Shaver ~ STAFF REPORT, ACTION CALENDAR ITEMS JANUARY 8, * RESOLUTION HONORING RORY FUKUDA UPON HIS RETIREMENT FROM DISTRICT SERVICE SUMMARY: Rory Fukuda retired on December 30, 2014, after more than 30 years of service with the District. RECOMMENDATION: By motion, adopt a resolution honoring Rory Fukuda and expressing appreciation for his 30 years of dedicated service to the District. DISCUSSION: Rory started his professional career with the District on July 9, 1984, as an Engineering Technician 1 in the Development Services Division. Rory quickly developed a reputation of going the extra mile to assist with meeting critical deadlines and was promoted to Engineering Technician 2 on July 9, In 1988, Rory transferred to the Design Division where he became known for his outstanding graphics talents in addition to his technical assignments and abilities. Rory consistently received recognition not only for the assistance he provided to the Engineering Design Division, but also to other departments throughout the District. On May 8, 1995, Rory was promoted to Engineering Technician 3. Over the past 30 years, Rory has significantly contributed to the success of the District by applying his unique mix of technical and artistic abilities to his assignments. In 1989, Rory implemented the use of computer graphic models to assist with the design and presentation of District engineering projects. In 2005, he led the District's transition to electronic document management. Rory has consistently performed all his duties with competence, thoroughness, and dedication. He will be greatly missed by his many friends at the District. 5.2* AUTHORIZATION OF PROFESSIONAL SERVICES AGREEMENT AMENDMENT FOR ENGINEERING SERVICES FOR THE MISSION SAN JOSE WATER TREATMENT PLANT ACCESS ROAD EROSION MITIGATION PROJECT SUMMARY: The Board previously authorized a professional service agreement with Clearwater Hydrology (Clearwater) to complete a channel stability study for Vargas Creek which is adjacent to the Mission San Jose Water Treatment Plant access road. The next phase of the work is to implement the channel stabilization recommendations identified in the study. Additional engineering services are now required to finalize the design and prepare construction bid documents for Vargas Creek channel stabilization work. There is adequate funding in the budget for this expenditure.

69 Board of Directors Page 2 of7 December 31, 2014 RECOMMENDATION: By motion, authorize the General Manager to execute an amendment to the professional services agreement with Clearwater Hydrology for additional engineering services associated with the Mission San Jose Water Treatment Plant Access Road Erosion Mitigation Project in an amount not to exceed $15,000, Job DISCUSSION: In October 2008, the District completed the Mission San Jose Water Treat Plant (MSJWTP) Access Road Erosion Mitigation Project, which included construction of a soil nail wall to protect the MSJWTP access road from being undermined by erosion of the right (northern) bank of Vargas Creek. The Clean Water Act Section 401 certification issued for the project by the Regional Water Quality Control Board (RWQCB) included conditions that the District complete 5 years of visual monitoring of the post construction geomorphic conditions for the project site and a fluvial geomorphology study to evaluate the probable cause of the instability of Vargas Creek and make recommendations for channel stabilization. On October 13, 2011, the Board authorized a purchase order to Clearwater Hydrology in the amount of $61,700 to conduct a fluvial geomorphology study of Vargas Creek. In December 2013, the District submitted the final study and the fifth year monitoring reports to RWQCB. After review by the R WQCB, the District is now required to implement the recommendations of the report including installation of an elbow transition segment at the end of an existing perched 42-inch storm pipe outfall and installation of rocked stilling basins to reduce the energy in the flows. Additional engineering services are needed to finalize the design and complete the construction bid documents. Accordingly, staff requested Clearwater to submit a cost proposal for the additional scope. Clearwater's estimated cost, based on an estimated level of effort, is $15,000. The work will be completed on a time and expense basis. Staff has evaluated Clearwater's proposal and has determined that the estimated level of effort and cost are appropriate for this work. 5.3* AUTHORIZATION OF CHANGE ORDER NO. 3 FOR THE STEVENSON POND/LAGO LOS OSOS DIVERSION REPAIR PROJECT SUMMARY: The Board previously awarded the construction of the Stevenson Pond/Lago Los Osos Diversion Repair Project to Gordon N. Ball, Inc. Change Order No. 3, has been prepared to address quantity adjustments for various unit bid price items. There is adequate funding in the budget for this expenditure. RECOMMENDATION: By motion, approve Change Order No. 3 in the amount of $63,045 to Gordon N. Ball, Inc. for the Stevenson Pond/Lago Los Osos Diversion Repair Project, Job DISCUSSION: On August 14, 2014, the Board awarded the construction contract for the Stevenson Pond/Lago Los Osos Diversion Repair Project to Gordon N. Ball in the amount of $685,250. The scope of work included: 1) installation of 64 linear feet of new 78-inch diameter reinforced concrete pipe; 2) placement of engineered pipe bedding and backfill; 3) installation of a chimney filter system; and 4) restoration of the earth embankment.

70 Board of Directors Page3of7 December 31, 2014 Two change orders have been issued to date. Change Order o. 1, in the total amount of $49,000, was previously authorized by the General Manager for additional quantities of controlled density fill. Change Order No. 2 was authorized by the Board of Directors in the amount of $97, for various additional work items including provisions for additional traffic control, additional quantities of rip rap, repairs to the existing diversion piping and bedding material, and other miscellaneous earthwork. Change Order No. 3 in the amount of $63,045 has been prepared for the quantity adjustments that were required to construct the project in accordance with the project documents. The quantity adjustments are for embankment excavation and fill materials, additional filter gravel materials, and additional reseeding and re-vegetation of disturbed areas. Staff has evaluated the quantities submitted by Gordon N. Ball, Inc. and has verified that they are accurate. 5.4* AUTHORIZATION OF A PURCHASE ORDER AMENDMENT FOR THE ACWD AQUEDUCT TO BE MAILED TO ALL DISTRICT ADDRESSES SUMMARY: "The ACWD Aqueduct" was previously distributed only to ACWD rate payers as a bill insert. As a result of input from the community, it is now being distributed to all addresses in the ACWD service area, which requires a separate mailing to approximately 50,000 additional residences and businesses. In addition, staff is proposing to distribute one extra issue of the Aqueduct during the current fiscal year in order to facilitate the dissemination of information regarding any proposed rate increase. There are adequate funds in the budget for these expenditures. RECOMMENDATION: By motion, authorize a purchase order amendment to InfoSend in an amount not to exceed $71, for the printing, inserting, and mailing of "The ACWD Aqueduct" to all District addresses during FY 2014/15. DISCUSSION: A purchase order was previously issued to InfoSend to distribute three issues (summer 2014, autumn 2014, and winter 2015) of ACWD's customer newsletter, "The ACWD Aqueduct," as a bill insert. The total cost to distribute the bill inserts to approximately 70,000 ratepayers for FY is $14, (approximately $5,000 per issue.) Beginning with the autumn 2014 issue, "The Aqueduct" is now being distributed to all addresses in the ACWD service area (it continues as a bill insert for ratepayers.) This required a special mailing to approximately 50,000 addresses that currently do not receive a bill at a cost in the amount of approximately $19,000. An additional amount of approximately $19,000 will be required for the special mailing of the winter 2015 issue. Staff also plans to distribute one extra issue (spring 20 15) of "The Aqueduct" during the current fiscal year to all addresses in the ACWD service area, increasing the total number of issues to four for FY This will allow the District to use the newsletter as a communication tool for any proposed rate increase. Additional expenses associated with printing and distributing this issue will total approximately $24,000 ($5,000 for bill inserts and $19,000 for the special mailing to all residences and businesses that currently do not receive a bill.)

71 Board of Directors Page 4 of7 December 31, 2014 Accordingly, a purchase order amendment in an amount of $71,000 ($38,000 for printing and distributing the autumn 2014 and winter 2015 issues to all additional addresses in the service area, $24,000 for printing and distributing the proposed extra issue (spring 2015), and $9,000 for contingencies) is required. 5.5* AUTHORIZATION OF PURCHASE ORDER AMENDMENT FOR SECURITY GUARD SERVICES SUMMARY: On May 12, 2014, the Board authorized a purchased order to Command Security Corporation in the amount of $128,437 to provide routine patrol and special duty security guard services during FY 2014/15. A purchase order amendment is now needed in the amount of $57,475 to cover additional security guard services that exceeded the original estimate or were outside of the original scope of work. The proposed new total amount for the purchase order to cover all anticipated services required for FY 2014/15 is $185,912. There are adequate funds remaining in the FY budget to cover this expenditure. RECOMMENDATION: By motion, authorize an amendment to the purchase order with Command Security Corporation in the amount of $57,475 for security guard services in FY DISCUSSION: The original purchase order incorporated a 4% contingency to accommodate special duty security guard services which exceed the original estimate or are outside of the original scope of work. During the first half of the current fiscal year, additional security guard services have been needed. Examples include nightly security guard services needed to monitor the temporary diversion pumping equipment and piping system at the Quarry Lakes groundwater recharging area between Stevenson Pond and Lago Los Osos; additional security guard services deployed in response to vandalism that occurred at Rubber Dam 1 in October 2014; and additional special security guard services have been required associated with the increased number of special Board meetings and workshops held in This amendment to the purchase order should provide adequate funding for security guard services through the remainder of FY 2014/ * RESOLUTION AUTHORIZING THE DISSOLUTION OF THE ALAMEDA COUNTY WATER DISTRICT PUBLIC FACILITIES FINANCING CORPORATION SUMMARY: The Alameda County Water District Public Facilities Financing Corporation (PFFC), a California nonprofit public benefit corporation, was established in 1992 to enable the District to issue Certificates of Participation (COPs), a debt issuance vehicle that provided advantages over other debt options. The PFFC has been in existence for almost 23 years now and over that time has been instrumental in the issuance of COPs in not only 1992, but 1995 and 2003 as well. All these debt issuances have by now been refunded, called or defeased with subsequent revenue bonds and there is now no longer any technical or legal reason to keep the PFFC in existence. The COP debt vehicle has also fallen out of favor with the municipal financial markets. Therefore, as required by the PFFC Bylaws, staff is proposing that the Board authorize the dissolution of the PFFC; whereupon, if passed, the PFFC Board will consider the dissolution at its January 20, 2015 annual meeting.

72 Board of Directors Page 5 of7 December 31, 2014 RECOMMENDATION: By resolution, consent to the dissolution of the Alameda County Water District Public Facilities Financing Corporation, and authorize the General Manager and District Secretary to take any and all actions necessary to affect the dissolution. DISCUSSION: The PFFC was established on January 17, 1992 as a legal mechanism to enable the issuance of COPs as a way to help finance the building of such capital projects as Water Treatment Plant #2 (TP2). In subsequent years the PFFC was used to issue more COPs in 1995 and 2003 to help in further funding of TP2, and other projects such as the Newark Brackish Water Desalination Facility. Over the years all of the COPs have been refunded, called, or defeased with the last of them, the 2003 issuance being defeased by the 2012 Alameda County Water District Financing Authority's Revenue Bonds. Therefore, there is no legal reason for the PFFC to continue in existence. Also, the municipal market for COPs over the last number of years has fallen out of favor with investors and therefore has no special advantage over other debt vehicles. In staffs recent deliberations over the structure of the anticipated 2015 bond issuance, staff determined that it was appropriate to dissolve the PFFC as it has fulfilled the purpose for which it was created. In order to accomplish its dissolution, the PFFC Bylaws require that the ACWD Board of Directors give written consent prior to the dissolution of the PFFC. If the ACWD Board so authorizes by resolution, the dissolution will be considered by the PFFC Board of Directors at its January 20, 2015 meeting. 5.7* AUTHORIZATION OF CHANGE ORDER NO.3 AND TIME EXTENSION FOR THE LARGE DIAMETER HAYWARD FAULT SEISMIC RETROFIT PROJECT SUMMARY: The Board previously awarded the Large Diameter Hayward Fault Seismic Retrofit Project to McGuire and Hester, Inc. (McGuire and Hester). Change Order No. 3 has been prepared for necessary additional work required for construction at two locations (Sites A and G) and to provide a time extension for completion of the project. There is adequate funding in the budget for this expenditure. The need for the additional work and time extension was previously reviewed with the Engineering and Capital Projects Committee. RECOMMENDATION: By motion, approve Change Order No. 3 in the amount of $59,327 and grant a time extension to June 30, 2015, to McGuire and Hester, Inc. for the Large Diameter Hayward Fault Seismic Retrofit Project, Job 6496B/ DISCUSSION: On February 14, 2013, the design-build contract for design and construction of the Large Diameter Hayward Fault Seismic Retrofit Project was awarded to McGuire and Hester in the amount of $18,499,200. The project scope includes the design and construction of the seismic retrofit of 15 large diameter pipelines crossing the Hayward Fault in Fremont and Union City as shown on the attached map titled "Large Diameter Hayward Fault Seismic Retrofit Project Sites." Change Order No. 1 was previously authorized by the General Manager for additional concrete demolition and paving at SiteD at a cost of $47,099. Change Order No. 2 was previously authorized by the Board of Directors for additional thrust blocks at Site C4, additional paving at Site G, additional costs associated with concrete anchors at Site G, and value engineering and scope reduction savings at various sites, at a cost of $145,371. The work at 10

73 Board of Directors Page 6 of7 December 31, 2014 of the 15 sites is now complete. Change Order No. 3 in the amount of $59,327 has been prepared for the following additional work: 1) at Site A, install approximately 600 feet of buried conduit for the relocation of PG&E electrical lines ($28,753); 2) at Site G, install a 40-foot-long lateral pipeline to avoid pipeline shutdowns associated with future development at Sabercat Road ($20,000); and, 3) at Site G, provide additional pavement grinding required by the City of Fremont ($10,574). At Site A, utility wires and poles located several feet from the existing pipeline need to be relocated to construct the retrofit. By providing buried conduit for PG&E's power line relocation, the District is not required to acquire an easement for new poles. PG&E has delayed the relocation of power lines at Site A by approximately six months, which has delayed the start date for construction at this site. As construction at all sites was originally scheduled to be completed by December 31, 2014, a time extension to June 30, 2015, for completion of the work at Site A is required. The time extension is also needed for completion of construction at Site G, which was delayed by interagency coordination for the use of lightweight cellular concrete and geofoam backfill as part of the retrofit, and for Site C 1, which has been delayed by negotiations for easements and rights of entry. Staff has evaluated the costs associated with Change Order No. 3 and determined that they are appropriate for the work. 5.8 AUTHORIZATION OF EXPEDITED SLOPE REPAIRS AT THE AVALON TANK SITE SUMMARY: Recent storms have caused slope instability on the terraced hillside above the A val on Tank in Fremont. Material has sloughed from the hillside, damaging the landscape irrigation system, and filling the concrete drainage ditch system above the tank with sediment. Bare soil on the hillside is subject to further erosion and sloughing due to drainage from future storm events and the lack of a functioning drainage ditch system. Although the tank itself is not currently threatened, staffs assessment is that expedited work should be performed to stabilize the slope and repair the drainage ditch system above the tank until more permanent repairs can be performed. Accordingly, a contract change order to the Vallecitos Channel Repair Project has been prepared for out-of-scope work required at the A val on Tank site. There is adequate funding in the budget for this expenditure. RECOMMENDATION: By motion, approve Change Order No. 2 in the amount of $63,945 to ETIC Engineering, Inc. for expedited repair work at Avalon Tank, Job DISCUSSION: On August 14, 2014, the construction contract for the Vallecitos Channel Repair Project was awarded to ETIC Engineering, Inc. in the amount of $221,164. The project scope includes the construction of a low-flow channel and installation of riprap and vegetated soil lifts to repair a portion of damaged and eroding bank of the Vallecitos Channel in eastern Alameda County. Change Order No. 1 in the amount of $17,682 was previously authorized by the General Manager to install a willow wall to protect the bank temporarily from further erosion until permits from the US Army Corp of Engineers and the Regional Water Quality Control Board are issued. The work to install the willow wall is now complete. The permitting and need for the willow wall installation were previously discussed with the Engineering and Capital Projects Committee.

74 Board of Directors Page 7 of7 December 31, 2014 Change Order No. 2 in the amount of $63,945 has been prepared to expedite the following work at Avalon Tank: removal and disposal of approximately 80 cubic yards of soil that has sloughed and filled the hillside drainage ditches above the tank; removal and disposal of damaged landscape irrigation piping and components; installation of silt fence at the top of the slope; installation of plastic or fabric for protection of bare soil; and, installation of fiber rolls along the drainage ditches to slow surface water, should the ditches overflow. Staff has evaluated the costs associated with Change Order No. 2 and determined that they are appropriate for the work. Attachments cc: Executive Staff

75 Large Diameter Hayward Fault Seismic Retrofit Project Sites January 8, 2015 Agenda Item 5.7 Site A Decato Reservoir Inlet/Outlet Pipeline Pipeline Replacement \ / \...../ Site 1 Mission Blvd at Nursery Ave Isolation Va lve with Manifold

76 RESOLUTION NO. OF BOARD OF DIRECTORS OF ALAMEDA COUNTY WATER DISTRICT HONORING RORY FUKUDA UPON HIS RETIREMENT FROM DISTRICT SERVICE WHEREAS, the BOARD OF DIRECTORS of ALAMEDA COUNTY WATER DISTRICT desires to officially express the District' s appreciation for the services so ably rendered by RORY FUKUDA for serving continuously as an employee from July 9, 1984 to his retirement on December 30, 2014; and WHEREAS, after more than 30 years, he consistently demonstrated a high degree of dedication and loyalty to the District and to his fellow employees. NOW, THEREFORE, BE IT RESOLVED that the BOARD OF DIRECTORS of ALAMEDA COUNTY WATER DISTRICT that there be and hereby is proclaimed, individually and on behalf of the people of this District, an expression of appreciation for the distinguished service ofrory FUKUDA in his official duties as an employee of this District. BE IT FURTHER RESOLVED that this Resolution of official recognition and appreciation be spread upon the official records of the District. PASSED AND ADOPTED THIS day of January, 2015, by the following vote: AYES: NOES: ABSENT: ATTEST: Martin L. Koller, President Board ofdirectors Alameda County Water District Gina Markou, District Secretary Alameda County Water District (Seal)

77 RESOLUTION NO. OF THE BOARD OF DIRECTORS OF ALAMEDA COUNTY WATER DISTRICT AUTHORIZING THE DISSOLUTION OF THE ALAMEDA COUNTY WATER DISTRICT PUBLIC FACILITIES FINANCING CORPORATION WHEREAS, on January 17, 1992, the Alameda County Water District Public Facilities Financing Corporation ("PFFC"), a California nonprofit public benefit corporation, was formed to enable the Alameda County Water District ("ACWD") to finance the acquisition and construction of improvements to the ACWD water system; and WHEREAS, the PFFC was the vehicle for the issuance of Certificates of Participation, a form of debt issuance, in 1992, 1995, and 2003; and WHEREAS, all the Certificates of Participation have been refunded, called or defeased; and WHEREAS, currently, the PFFC has no debts, liabilities, or assets; and WHEREAS, the PFFC has fulfilled the purpose for which it was created, is no longer needed, and it is therefore recommended that the PFFC be dissolved; and WHEREAS, the PFFC Bylaws require that the ACWD Board of Directors give written consent prior to the dissolution of the PFFC, which dissolution is anticipated to be considered by the PFFC Board of Directors at its January 20, 2015 meeting. NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Alameda County Water District hereby consents to the dissolution of the Alameda County Water District Public Facilities Financing Corporation and authorizes the General Manager and District Secretary, who also serves as the Secretary of the PFFC, to take any and all actions as may be necessary in connection with the aforementioned dissolution.

78 PASSED AND ADOPTED THIS gth day of January, 2015, by the following vote: AYES: NOES: ABSENT: Martin L. Koller, President Board of Directors Alameda County Water District ATTEST: APPROVED AS TO FORM: Gina Markou, District Secretary Alameda County Water District (Seal) Patrick T. Miyaki, Attorney Alameda County Water District 2

79 OPERATIONS & WATER QUALITY COMMITTEE SUMMARY MINUTES December 15, :15p.m. ATTENDANCE Directors: Jim Gunther (Chair) Staff: Robert Shaver, Steve Peterson, Barry Carlson, Leonard Pristia DISCUSSION TOPICS 1. Advanced Meter Infrastructure (AMI Pilot Study Update): Leonard Pristia gave a brief background of electronic meter reading by explaining the difference between Automatic Meter Reading (AMR), which is a drive-by technology, and Advanced Meter Infrastructure (AMI) which uses a fixed network of data collectors to pull hourly meter readings. He also gave a brief history of AMI research performed by ACWD and noted the ongoing AMI pilot using a program called MegaNet with a collector located at Vineyard Heights Reservoir and a receiver at ACWD Headquarters. Mr. Pristia mentioned the long-term capital plan of installing - 6,800 Meter (radio) Transmitting Units (MTUs) on meters 1-1 /2" in size and larger to allow monthly billing and hourly readings. Mr. Pristia reminded the committee members the capital project was deferred four years. Mr. Pristia went over the objectives of the AMI pilot that began in May 2013: 1) installation of 400 MTUs on medium and large meters; 2) testing of system reliability; 3) monitoring of the system alerts to determine future resource needs; 4) testing the uploading of meter readings into Cayenta; 5) testing the web-based interface and notification system; 6) customer outreach needs; and 7) the preparation of an AMI pilot report. A demonstration of the MegaNet AMI system was performed showing alerts, account data, as well as hourly consumption data. Director Gunther asked about the customer interface and the data that will be available to the customer. Mr. Pristia explained Mega et can upload hourly consumption data into any customer portal and customers will also be able to have high consumption and continuous consumption (leak) alerts by or text messaging. Bob Shaver asked if the District is restricted to a single meter manufacturer when utilizing a particular MTU. Mr. Pristia explained the connectors are now universal and ACWD can use any meter manufacturer as long as the meter has an encoded register. 2. CityWorks Implementation Update: Leonard Pristia explained CityWorks is a GIS-based linear asset management software program that has multiple functions and benefits including: easier and faster customer call dispatch; enhanced scheduling tools by using a map; mobile access and entry into the work order system that can be used by field staff; easier management of work such as with street paving; use of analytical tools based on a map; streamlines the management of work orders including the elimination of duplicate description writing and manual data entry; and the integration of preventive maintenance and work order systems.

80 The Board authorized the purchase order for CityWorks software in April of 2014, along with the approval of the services of implementation consultant, Power Engineering. Mr. Pristia explained the implementation schedule includes a soft launch of the CityWorks software program in the March-April timeframe with full implementation scheduled for July Mr. Pristia demonstrated the CityWorks dashboard screen and some of CityWorks functionality. He then demonstrated some of the functionality of the InfraMap software program currently being used by the Distribution Maintenance Division (DMD). He explained that CityWorks and InfraMap are fully integrated as they sit on the same software platform. The functionality demonstration of InfraMap included: 1) showing how a street address can be used to show a location on a map; 2) showing how the distribution system is shown on a map; 3) demonstrating the system' s ability to identify the scope of the water main shutdown needed to isolate a leak including the valves to close and the hydrants and customer services that would be affected; 4) demonstrating the preventive maintenance tools that document work performed on assets such as valve exercising and hydrant flushing; and 5) demonstrating how corrections to the District's distribution maps can be noted by DMD crews in the field. Director Gunther commented on the application of City Works in an emergency; especially in documenting the emergency related work for FEMA cost reimbursement purposes. Mr. Carlson asked if InfraMap can call customers to notify them of a water outage necessary to repair a section of water main. Mr. Pristia responded noting the program currently does not have that capability but that the vendor is looking into the integration of InfraMap with agency customer notification systems. 3. Public Comments: There were no public comments. RECOMMENDATIONS Topics discussed by the Committee were informational only, and no recommendations were made. 2

81 ATTENDANCE ADMINISTRATIVE & FINANCE COMMITTEE SUMMARY MINUTES December 16, :00P.M. Directors: Staff: Paul Sethy (Chair), John Weed Robert Shaver, Shelley Burgett, Ed Stevenson, Anna Lloyd, and Michael Yee DISCUSSION TOPICS 1. Bond Status and Capital Projects: Michael Yee reviewed the current status of the anticipated 2015 debt issuance and the upcoming January 8, 2015 Board meeting. At that meeting, the District' s bond financial advisor, Frank Perdue of Montague DeRose and Associates will be introduced to the Board. Ed Stevenson presented a preliminary draft spreadsheet of the potential projects funded by the anticipated bond proceeds. They are projects both anticipated to be reimbursed for costs expended under the Board reimbursement resolution adopted in July 2014, as well as projects into the future. The cash flows of the various projects are as they are in the current Capital Improvement Program (CIP) as adopted by the Board in June Various aspects of the spend-down process were discussed, including whether a larger debt issuance of $30 million, or even $35 million would best meet the needs of the District. 2. Rates & Charges Status and Timeline: Michael Yee and Shelley Burgett reviewed the latest timeline for the 2015 rates & charges process. Working backwards from an anticipated May 1, 2015 effective date, the public hearing would be April 14, and the Board meeting approving the mailing of the Prop. 218 fl yers would be February 12. At the January 8, 2015 Board meeting, staff is planning to have Sanjay Gaur of RFC present a follow-up from the December 8, 2014 Board rates workshop in regards to the proposed 2015 commodity rates/drought surcharge, and bimonthly service charges. The current working assumption is a 30% service charge increase for 5/8" and 3/4" customers, and no change in the commodity rate or drought surcharge. However, as part of the proposed updates that reflect the most recent cost-of-service study recommendations, the change for meters sized 1" and larger will vary depending on the meter size. 3. Unfunded Liabilities Status and CERBT Investments: Michael Yee reviewed a summary spreadsheet of the District' s unfunded liabilities. The total unfunded liability is $106 million, utilizing a market value of assets approach. It was noted that the CalPERS Defined Benefit actuarial valuations come out annually, but that the data is two years lagged, while the Other Post-Employment Benefits/California Employers' Retirement Benefit Trust (OPEB/CERBT) valuation is done biennially. The latest published CERBT investment performance data (as of October 31, 2014) was reviewed noting a 7.31% one year return, and % three year return. A historical summary cash flow for CERBT was also reviewed noting a funding ratio of26.5% and approximately $12.9 million in assets.

82 4. PFFC Status: Michael Yee reviewed the status of the District' s Public Facilities Financing Corporation (PFFC). Originally created in 1992, the PFFC enabled the District to issue Certificates of Participation (COPs), a debt issuance vehicle that provided advantages over other debt options. The PFFC has been in existence for almost 23 years and was used to issue COPs in 1992, 1995, and However, all these debt issuances have by now been refunded, called or defeased with subsequent revenue bonds. Accordingly, there is no longer any technical or legal reason to keep the PFFC in existence. The COP debt vehicle has also fallen out of favor with the municipal financial markets. Therefore, as required by the PFFC Bylaws, staff will propose that the Board authorize the dissolution of the PFFC at its January 8, 2015 meeting; whereupon, if passed, the PFFC Board will consider the dissolution at its January 20, 2015 annual meeting. 5. Public Comments: There were no public comments. RECOMMENDATIONS Topics discussed by the Committee were informational only, and no recommendations are being made.

83 ENGINEERING & CAPITAL PROJECTS COMMITTEE MEETING SUMMARY MINUTES Thursday, December 18, :15p.m. ATTENDANCE Directors: Marty Koller (Chair), Paul Sethy Staff: Robert Shaver, Ed Stevenson, Anna Lloyd, Toni Lyons, Robert Gonzales, Chris Delp DISCUSSION TOPICS 1. Large Diameter Hayward Fault Seismic Retrofit Project: Chris Delp, Project Engineer, provided an update. The $18.5 million project was awarded in February 2013 and included retrofits to 15 different sites in Fremont and Union City. Since then 10 of the 15 sites have been completed, two sites are 95% complete, and another is 50% complete. Two change orders have been approved by the Board totaling $192,4 70. A third change order totaling $59,327 will be presented to the Board in January These three change orders amount to 1.46% of the original contract value. Change Order No. 3 includes the following items: Site A (Decato Reservoir I/0) - Install approximately 600 feet of buried conduit for the relocation of PG&E electrical lines and poles due to conflict with the retrofit pipeline alignment ($28,753). Site G (Durham Road) - Install a 40-foot lateral pipeline to avoid pipeline shutdowns associated with future development at Sabercat Road ($20,000) and provide additional pavement grinding required by the City of Fremont ($1 0,574). Time Extension - PG&E has delayed the relocation of power lines at Site A by approximately six months, which has delayed the start of work at this site. As construction at all sites was originally scheduled to be completed by December 31, 2014, a time extension to June 30, 2015, for completion of the work at Site A is necessary. The time extension is also needed for Site G, which was delayed by interagency coordination related to the use of lightweight cellular concrete and geofoam backfill as part of the retrofit, and for Site C 1, which has been delayed by negotiations for easements and rights of entry. The following additional changes are currently under negotiation with the contractor and staff anticipates presenting these to the Board at a later date: Tamarack Knolls Pipeline - Replacement of approximately 700 feet of existing 8-inch asbestos cement pipe that is adjacent to the proposed retrofit pipeline and must be relocated. The pipeline is approximately 50 years old and has had some nearby leaks. The replacement pipe would be butt-welded steel due to its proximity to the fault zone (currently estimated at $300,000-$3 50,000). Tamarack Knolls Interim Service - During the pipeline replacement work, interim service to the Tamarack Knolls and Upper Decoto neighborhoods will be provided via a

84 temporary regulator or alternatively, by installing a temporary bypass pipeline. The cost and scope of this item are being coordinated with the contractor. 2. Appian Tank Seismic Upgrade Project: Toni Lyons, Project Engineering Supervisor, provided an update on the ongoing contractor negotiations for the project delay claim. The project was awarded in December 2013 to Ghilotti Construction (Ghilotti). At that time, permit issuance was on schedule for January 20 I 4. However, staffing issues occurred at the US Fish & Wildlife, which delayed the permit issuance. and thus the construction window for 2014 was missed. Ghilotti submitted a cost associated with the schedule delay and Carollo Engineers was hired to provide an independent cost review and opinion. After review by District counsel, staff will respond formally to Ghilotti s request with a counterproposal for continuing negotiations. Prior to hi s retirement, Walt Wadlow contacted the Regional Water Quality Control Board to request action on the one outstanding environmental permit for the project. Staff will continue to keep the Committee informed on project changes. Director Koller requested a future presentation on the seismic-related design components and criteria for District storage facilities. 3. Zone 4 Interconnect: Ed Stevenson, Manager of Engineering & Technology Services, reviewed the purpose of the future Zone 4 Interconnect Pipeline project in the Capital Improvement Program and the potential for a developer to install a portion of it as part of a planned development project located along Mill Creek Road in Fremont. The Zone 4 Interconnect Pipeline project will connect the District's Pressure Zone 4 to the Mission San Jose Water Treatment Plant outlet pipeline. The objective is to take advantage of the higher water pressure available in the outlet line to minimize the energy used to pump water into Zone 4 (Vineyard Heights and Ohlone College areas in the Fremont hills). Phase 1 of the Interconnect Pipeline was installed in the early 2000's. Phase 2 of the project is currently scheduled fo r The planned alignment for the remainder of the Zone 4 Interconnect Pipeline includes a crossing of Mill Creek. A developer plans to develop an approximately 2-acre property located at 520 Mill Creek Road. No public water mains are currently in the vicinity of the site, and the developer must extend a public water main to the site. The preferred option for extending a public main to the site would be for the developer to extend the Zone 4 interconnect pipeline approximately 840 feet to the site (including the crossing of Mill Creek) and take service from Zone 4. Because the Zone 4 Interconnect pipeline is a project within the District's Capital Improvement Program, the District's Development Policy (Resolution ) provides a mechanism for the District to refund certain developer costs related to the construction of the main. Such refunds would be made from the Facilities Improvement Fund which is funded by development charges. The project is still in design and additional coordination with the developer is ongoing. 2

85 4. Public Comments: There were no public comments. RECOMMENDATIONS Topics discussed by the Committee were informational only and no recommendations are being made. 3

86 ALAMEDA COUNTY WATER DISTRICT RAINFALL REPORT Fiscal Year /) :X: u ~ z ' -' <( u. z ~ 20 0:: a :::> ::!!: :::> u u <( 10 5 AVERAG E YEAR in. W ETTE ST YEAR -+- ( ) in. DRI EST YEA R.... ( ) 7.72 in. - ACTUAL RAIN FALL ; ; ; ;,.. ~ ,;.;... ' s... ~.s --:"' '? ~'>4> --:~ '? <-e~ ~7 '? ~,,..o 0~ ~~ '? e<...;<> '? <-~ ~' 'V -"'~"...;"" '? ~.. ~~ '? -"'~4.....;"" '? '>~ ~~ '? MONTHS 1/2/2015 8: 16:52 AM

87 ALAMEDA COUNTY WATER DISTRICT 2014 AVERAGE DAY WATER PRODUCTION , - We lls Actual 70 Wells Forecast - SFPUC Actual SFP UC Forecast 60 - WTPActual WTP Forecast c (!) ~ ~ c w ~ w ~ Desai Actu al Desai Forecast li5!ie!i 20% Annual Conservation - o rig inal 2014 Forecasted Production ') ~ ~ ts ~ ~ "<. ~. ':) ~ ':) ~ "<, - 0 (J 0 ~ ~ () QQJ

88 ALAMEDA COUNTY WATER DISTRICT GROUNDWATER RECHARGE REPORT FISCAL YEAR ,000 6,000 5,000-3l 4,000 IL.... <II CJ <( 3,000 2,000 1, '----' ~.s '\(-vo; 0(8 0()- ~0~ <:J'v ~fl}~ «.e9 ~1 "<"-<:<' ~fl}~ ~'>~ Ill Total Local Runoff SWP Import Ill Recharge

89 ALAMEDA COUNTY WATER DISTRICT Consolidated Portfolio Management Summary Report November 30, 2014 Par Market Book % of Days t o Investment Type Value Value Value Portfolio Maturity YTM Unrestricted Funds: ACWD Portfolio Certificat es of Deposit - Bank LA.IF/CAMP $ 1,131, $ 1,131, $ 1,131, ,362, ,364, ,362, !B Passbook/Checking 5,325, ,325, ,325, Subtot al 16,819, ,821, ,819, PFM Managed Account Summary U.S. Treasu ry Bon d I Note 22,365, ,706, ,756, Municipal Bond I Note 3, 760, , 792, , 766, Federal Agency Bond I Not e 23,275, ,412, ,471, Corporat e Not e 20,650, ,891, ,974, Certificat e of Deposit 5, 050, ,045, , 0 50, Subtotal 75,100, ,847, ,019, Tot al Unrestricted Fund s 91,919, ,669, ,838, Restricted Funds: 2009 Refunding Bond Passbook/Checking 124, , , Fed era l Age ncy Bond 2, 700, ,727, ,750, Subtotal 2,824, ,851, ,874, Acquisition Fund CAMP Subtot al Tot al Restricted Funds 2,824, ,852, ,875, Total Portfolio $ 94,744, $ 95,521, $ 95,713, % "THE ABOVE INVESTME NTS ARE CONSISTENT WITH THOSE PERMITIED BY CALIFORN IA GOVERNME NT CODE SECTION 53651, AND ARE IN CONFORMANCE WITH THE STATED INVESTMENT PO LI CY OF THE AlAMEDA COUNTY WATER DISTRICT TREASURER/AUDITOR AS SUB MITIED TO SAID DIST RICT'S BOARD OF DIRECTORS. THERE ARE SUFFI CIENT FU NDS AVAilABLE IN THE LOCAL AGENCY INVESTM ENT FUND AN D/OR MATURING WITHI N THE NE XT SIX MONTHS TO SATISFY ALL DISTRI CT BOARD APP ROVED EXPENDITURES." NOTE 1: TH E SOURCES OF MARKET VA LUATION FOR TH E SECURITI ES ARE PFM ASSET MANAGEMENT LLC AND US BANK. ~~~ M ICHAEL D. YEE, BUDGET & FIN ANCIAL A Jvj, '0/Ji T:\AA AK\Cash - lnvestment\ FY1415\14PORTFOLI0 MANAGEM ENT 12/ 18/ :02 AM

90 ALAMEDA COUNTY WATER DISTRICT Portfolio Management Portfolio Details - Investments November 30, 2014 Page 1 CUSIP Investment # Issuer Purchase Date Par Value Market Value Book Value Stated Rate Days to YTM Maturity Term Maturity Date Certificates of Deposit - Bank G/F-CD/BANK OF THE WEST 11 /13/ , , INSTALLERS REIMB. FD-CD/FREMNT 01 /23/ , , Subtotal and Average 1,131, ,131, , , ,131, /13/ /23/ LAIF/CAMP G/F-CAMP 10, , A A G/F-LAIF 10,283, ,285, B B CONSUMER GUAR. FD-LAIF 68, , Subtotal and Average 10,362, ,364, , ,283, , ,362, Passbook/Checking G/F-BANK OF WEST CHECKING 07/01 /2014 2,088, ,088, G/F-BANK OF WEST CUSTOMER REFU -11, , G/F-BANK OF WEST EFT CKING 07/01 / , , G/F-BANK OF WEST INV TRADE 07/01 /2014 2,382, ,382, G/F-BANK OF WEST PAYROLL 07/01 /2014-5, , G/F-BANK OF WEST SP HR ACCT 07/01 /2014 5, , G/F-BANK OF WEST WARRANTS 07/01/2014 9, , G/F-UNION BANK CHECKING 07/01 / , , INSTALLERS RE IMB. FD-BOW PSB 233, , STORAGE CONN.NH-BOW CKING 07/01/ CONSUMER GUAR. FD-BOW CKING 07/01 / , , Subtotal and Average 5,325, ,325, Total and Average 16,819, ,821 ' ,088, , , ,382, , , , , , , ,325, ,819, Run Date: 12/15/ :12 Portfo lio PROD cc PM (PRF _PM2) Report Ver

91 & I Managed Account Summary Statement For the Month Ending November 30, 2014 ALAMEDA COUNTY WATER DISTRICT Transaction Summary - Managed Account Opening Market Value $75,702, Maturities/Calls 0.00 Principal Dispositions 0.00 Principal Acquisitions 0.00 Unsettled Trades 0.00 Change in Current Value 145, Closing Market Value $75,847, Cash Transactions Summary - Managed Account Maturities/Calls 0.00 Sale Proceeds 1,943, Coupon/ Interest/Dividend Income 145, Principal Payments 0.00 Security Purchases (1,983,924.76) Net Cash Contribution (104,694.16) Reconciling Transactions 0.00 Earnings Reconciliation {Cash Basis)- Managed Account Cash Balance Interest/Dividends/ Coupons Received 147, Closing Cash Balance $0.00 Less Purchased Interest Related to Interest/ Coupons (21, ) Plus Net Realized Gains/ Losses 2, Total Cash Basis Earninqs $129, Earnings Reconciliation {Accrual Basis) Ending Amortized Value of Securities Ending Accrued Interest Plus Proceeds from Sales Plus Proceeds of Maturities/Calls/ Principal Payments Plus Coupons/ Dividends Received Less Cost of New Purchases Less Beginning Amortized Value of Securities Less Beginning Accrued Interest Total 75,565, , , (75,587,769.21) (248,864.92) Total Accrual Basis Earnings $65, Account Page 1 PFM Asset Management LLC

92 lllliii_.t=ii PF\1 ~ Portfolio Summary and Statistics For the Month Ending November 30, 2014 ALAMEDA COUNTY WATER DISTRICT Account Summary Sector Allocation Description Par Value Market Value Percent U.S. Treasury Bond I Note 22,36S,OOO.OO 22,706, US TSY Bond I Municipal Bond I Note 3,760, , 792, % Corporate Note Federal Agency Bond I Note 23,275, ,412, r % Corporate Note 20,650, ,89 1, Certificate of Deposit 5,050, ,045, Managed Account Sub-Total 75,100, ,847, % Accrued Interest 191, Total Portfolio 75,100, ,039, I ~t Unsettled Trades Maturity Distribution I "- / Fed Agy Bond I Note Muni Bond I Note 30.87% 5.00% Characteristics 38.13% -..., Yield to Maturity at Cost 1.07% 32.40% r--~- Yield to Maturity at Market 0.91%... ~~ 16.67% % ~--- Duration to Worst 2.46 Weighted Average Days to Maturity % 0.00% 0.00% 0 6 Months 6-12 Months 1-2 Years 2-3 Years 3-4 Years 4 5 Years Over 5 Years PPM Asset Managen1ent LLC Account Page 2

93 ALAMEDA COUNTY WATER DISTRICT Issuer Summary Managed Account Issuer Summary For the Month Ending November 30, 2014 Credit Quality (S&P Ratings) Market Value Issuer of Holdings Percent AMERICAN EXPRESS CO 407, AMERICAN HONDA FINANCE 1,539, APPLE INC 2,592, BERKSHIRE HATHAWAY INC 1,183, CA EARTHQUAKE AUTH TXBL REV BOND 409, CAST DEPT OF WATER REV BONDS 299, CATERPILLA.R INC 836, CHEVRON CORP 1,585, CISCO SYSTEMS INC 714, DEERE & COMPANY 1,127, FANNIE MAE 15,167, FEDERAL HOME LOAN BANKS 2,246, FREDDIE MAC 5,998, GENERAL ELECTRIC CO 1,368, GOLDMAN SACHS GROUP INC 1,524, HSBC HOLDINGS PLC 481, IBM CORP 606, JP MORGAN CHASE & CO 952, MICROSOFT CORP 430, PEPSICO, I NC 401, PROCTER & GAMBLE CO 862, RABOBANK NEDERLA.ND 1,794, SKANDINAVISKA ENSKIDA BANKEN AB 1,726, STATE OF CALIFORNIA 1,883, TEXAS INSTRUMENTS INCORPORATED 1,026, THE WALT DISNEY CORPORATION 1,265, TOYOTA MOTOR CORP 768, UNITED STATES TREASURY 22,706, UNIVERSITY OF CALIFORNIA 1,198, US BANCORP 1,024, WAL-MART STORES INC 621, WELLS FARGO & COMPANY 1,093, N" ~ 0.54% 11./\o:).'\ AAA 0.96% AA- 3.89% AA+_ 66.03% 6.05% PFM Asset Management LLC Account Page 3

94 ~ Managed Account Issuer Summary ALAMEDA COUNTY WATER DISTRICT For the Month Ending November 30, 2014 Total $75,847, % PFM Asset Managem.ent LLC Account Page 4 ',

95 ~ ~ Pf\1 ~ Managed Account Detail of Securities Held For the Month Ending November 30, 2014 ALAMEDA COUNTY WATER DISTRICT Security Type/Description Dated Date/Coupon/Maturity CUSIP S&P Moody's Trade Par Rating Rating Date Settle Date Original Cost YTM at Cost Accrued Interest Amortized Cost Market Value U.S. Treasury Bond f Note US TREASURY NOTES DTD 05/02/ % 04/30/ FO AA+ Aaa 04/01/13 04/02/ : , US TREASURY NOTES DTD 05/02/ % 04/30/ FO AA+ Aaa 04/08/13 04/08/ 13 2,967, ,890, US TREASURY NOTES DTD 10/31/ % 10/31/ RM , AA+ Aaa 09/21/12 09/24/12 1,274,267.S , , US TREASURY NOTES DTD 11/30/ % 11/30/ RU AA+ Aaa 12/03/13 12/03/ US TREASURY NOTES DTD 01/31/ % 01/31/ SC , AA+ Aaa 02/04/14 02/07/ , , US TREASURY NOTES DTD 03/31/ % 03/31/ SM3 990, AA+ Aaa 02/27/14 03/03/ , , US TREASURY NOTES DTD 03/31/ % 03/31/ SM3 3,625, AA+ Aaa 03/19/14 03/21/14 3,633, , , , US TREASURY NOTES DTD 11/30/ % 11/30/ UA AA+ Aaa 05/06/14 05/09/14 1,495, ,500, ,511, US TREASURY NOTES DTD 12/02/ % 11/30/ A34 100, AA+ Aaa 06/02/14 06/03/14 99, , US TREASURY NOTES DTD 12/02/ % 11/30/ A34 750, AA+ Aaa 07/01/14 07/07/ , US TREASURY NOTES DTD 01/31/ % 01/31/2019 2,600, AA+ Aaa 07/29/14 07/31/ , , ,588, ,618, US TREASURY NOTES DTD 03/31/ % 03/31/ C AA+ Aaa 09/02/14 09/04/ , US TREASURY NOTES DTD 03/31/ % 03/31/ C , AA+ Aaa 10/02/14 10/06/14 1, US TREASURY NOTES DTD 05/15/ % 05/15/ KQ , AA+ Aaa 10/30/14 11/03/14 1, , Account Page 5 PFM Asset Management llc

96 Managed Account Detail of Securities Held For the Month Ending November 30, 2014 AlAMEDA COUNTY WATER DISTRICT Security Type/Description S&P Moody's Trade Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Settle Date Original YTM. Cost at Cost Accrued Interest Amortized Cost Market Value Security Type Sub-Total 22,365, ,756, , ,589, ,706, Municipal Bond I Note CA ST TXBL GO BONDS 13063BN73 410, A+ Aa3 03/13/13 DTD 03/27/ % 02/01/ /27/ , , CAST DEPT OF WATER TXBL REV BONDS 13066KW21 300, AAA Aa1 09/19/12 DTD 09/27/ % 12/ 01/ /27/ , , , , CA EARTHQUAKE AUTH TXBL REV BONDS 13017HAD8 410, NR A3 10/29/ 14 DTD 11/06/ % 07/ 01/ /06/14 410, , , CA 5T TXBL GO BONDS 13063CFC A+ Aa 3 10/22/ 13 DTD 11/05/ % 11/ 01/ /05/ UNIV OF CAL TXBL REV BONDS 91412GSZ , AA Aa 2 09/26/ 13 DTD 10/02/ % 05/ 15/ /02/ , , , Security Type Sub-Total 3,760, ,766, , ,764, ,792, Federal Agency Bond I Note FANNIE MAE GLOBAL NOTES 3135GOVA , AA+ Aaa 02/14/ 13 DTD 02/15/ % 03/30/ /15/ 13 1,847, , , , FNMA NOTES 3135GOBAO 1.750, AA+ Aaa 07/ 27/12 DTD 03/04/ % 04/ 11/ /30/ , , ,792, , FREDDIE MAC GLOBAL NOTES 3137EACW , AA+ Aaa 09/06/ 12 DTD 07/08/ % 08/25/ /07/ , , , FHLB NOTES 3130A2T AA+ Aaa 08/06/ 14 DTD 08/07/ % 09/28/ /07/ , , FANNIE MAE GLOBAL NOTES 3135GOGY , AA+ Aaa 06/ 17/14 DTD 01/09/ % 01/30/ /18/ , , FEDERAL HOME LOAN BANKS (CALLABLE ) 3130A1CR AA+ Aaa 04/02/ 14 DTD 03/27/ % 03/27/ /04/ , , , FNMA NOTES 3135GOJA AA+ Aaa 07/27/ 12 DTD 03/01/ % 04/ 27/ /30/ 12 1,292, Account Page 6 PFM Asset Management LLC..

97 Managed Account Detail of Securities Held For the Month Ending November 30, 2014 ALAMEDA COUNTY WATER DISTRICT Security Type/Description Dated Date/Coupon/Maturity CUSIP S&P Moody's Trade Par Rating Rating Date Settle Date Original Cost YTM at Cost Accrued Interest Amortized Cost Market Value Federal Agency Bond 1 Note FREDDIE MAC GLOBAL NOTES DTD OS/14/ % 06/29/ EADH9 S60, AA+ Aaa 08/11/14 08/13/14 S60,S , S60, S62,809.S2 FREDDIE MAC GLOBAL NOTES DTD OS/14/ % 06/29/ EADH9 2,120, AA+ Aaa 08/11/14 08/13/14 2,122, ,9Sl.11 2,122, ,130, FREDDIE MAC GLOBAL NOTES DTD 06/25/ % 07/28/ EADJ5 2,100, AA+ Aaa 07/27/12 07/30/12 2,114, ,17S.OO ,108, FANNIE MAE GLOBAL NOTES DTD 09/24/ S% 10/26/ GOPOO 2,900, AA+ Aaa 11/27/13 12/03/ ,81S. OO , , FANNIE MAE GLOBAL NOTES DTD 04/15/ S% OS/21/ SGOWJ8 1.12S,OOO.OO AA+ Aaa OS/24/13 OS/31/ S6.2S , FANNIE MAE GLOBAL NOTES DTD 04/15/ % OS/21/ SGOWJ , AA+ Aaa 05/22/13 OS/24/ l.os Sl FANNIE MAE GLOBAL NOTES DTD 10/01/ % 11/27/ GOYT AA+ Aaa 10/22/14 10/23/ S2 FANNIE MAE GLOBAL NOTES DTD 10/01/ S% 11/27/ SGOYT , AA+ Aaa 06/16/14 06/19/ , , Security Type Sub-Total 23,27S,OOO.OO 23,471, , ,352, ,412, Corporate Note PEPSICO INC GLOBAL NOTES DTD 02/28/ % 02/26/ CE6 400, A- A1 02/2S/13 02/28/13 399, , , TEXAS INSTRUMENTS INC CORPORATE NOTE 882S08ARS 1.000, A+ A1 01/29/13 02/01/ ,3SO.OO 0.88 l.oss.s S9S ,91S.OO DTD 05/23/ S% OS/16/2016 TOYOTA MOTOR CREDIT CORP DTD 05/17/ % 05/17/ TAL9 765, AA- Aa3 OS/14/13 OS/17/13 764,686.3S , , WELLS FARGO & COMPANY DTD 07/29/ % 07/20/ BFL9 1.08S,OOO.OO A+ A2 07/22/13 07/29/ , 9S ,93S ,093,01S.98.:==....:=l'J\1 ~= PFM Asset Management LLC Account Page 7

98 IIIli.411:11 PF:\ I ~ 4C Managed Account Detail of Securities Held For the Month Ending November 30, 2014 ALAMEDA COUNTY WATER DISTRICT Security Type/Description Dated Date/Coupon/Maturity CUSIP S&P Moody's Trade Par Rating Rating Date Settle Date Original Cost YTM at Cost Accrued Interest Amortized Cost Market Value Corporate Note PROCTER & GAMBLE CO NOTES (EX-CALLABLE) DTD 08/ 15/ % 08/15/ DV8 850, AA- Aa 3 01/04/ 13 01/09/ , , , , WALT DISNEY COMPANY NOTES 25468PCM , A A2 11/21/ 12 11/27/ , , , DTD 08/22/ % 08/16/ 2016 US BANCORP (CALLABLE) 91159HHB , A+ A1 02/ 1S/ 13 02/21/ , , DTD 11/03/ % 11/15/ 2016 JPMORGAN CHASE & CO 46623EJY6 950, A A3 02/ 12/ 14 02/ 18/ , , , DTD 02/ 18/ % 02/ 15/ 2017 GEN ERAL ELEC CAP CORP GLOBAL NOTES 36962G2G AA+ A1 08/28/ 12 08/29/ , , , , DTD 02/ 13/ % 02/15/201 7 APP LE INC CORP NOTE AM , AA+ Aa1 04/29/ 14 05/06/ , , DTD 05/06/ % 05/05/ 2017 BERKSHIRE HATHAWAY FIN GLOBAL NOTES DTD 05/ 15/ % 05/ 15/ BS AA Aa2 01/08/ 13 01/ 15/ , , JOHN DEERE CAPITAL CORP NOTES 24422ESNO 1,125, A A2 06/09/ 14 06/12/ , , , DTD 06/12/ % 06/ 12/ 2017 HSBC USA INC 40434CAA3 480, A+ A2 06/ 16/ 14 06/23/ , DTD 06/23/ % 06/ 23/2017 CATERPILLAR FINANCIAL SE DTD 08/20/ % 08/ 18/ L6D8 835, A A2 08/ 13/ 14 08/20/ , , , AMERICAN EXPRESS CREDIT CORP NOTES DTD 09/23/ % 09/ 22/ MODR A- A2 09/ 18/14 09/23/ CHEVRON CORP (CALLAB LE ) GLOBAL NOTES DTD 12/05/ % 12/05/ AA8 165, AA Aa1 11/29/ 12 12/05/ , , CHEVRON CORP (CALLAB LE ) GLOBAL NOTES DTD 12/05/ % 12/ 05/ AA AA Aa1 11/28/ 12 12/05/ , IBM CORP GLOBAL NOTES DTD 02/08/ % 02/ 08/ HKO AA- Aa 3 02/05/ 13 02/08/ , Accoun t Page 8... PFM Asset Managem.ent LLC

99 Managed Account Detail of Securities Held For the Month Ending November 30, 2014 ALAMEDA COUNTY WATER DISTRICT Security Type/Description S&P Moody's Trade Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Settle Date Original Cost YTM at Cost Accrued Interest Amortized Cost Market Value Corporate Note BERKSHIRE HATHAWAY GLOBAL NOTE 08'1670BHO 650, AA Aa2 01/ 29/ 13 02/11/ 13 6'19, ,13'1.'1'1 6'19,'11' , DTD 02/11/ % 02/09/ 2018 WAL-MART STORES INC GLOBAL NOTES 9311'12DF7 625, AA Aa2 04/0'1/13 04/11/13 62'1, '1, DTD 0'1/ 11/ % 04/11/2018 MICROSOFT CORP GLOBAL NOTES 59'1918AS3 435, AAA Aaa 04/25/13 05/ 02/13 '13'1, '13'1, , DTD 05/ 02/ % 05/01/2018 APPLE INC GLOBAL NOTES AJ9 795, AA+ Aa1 04/30/13 05/ 03/13 792,066.' , , DTD 05/ 03/ % 05/ 03/2018 CHEVRON CORP GLOBAL NOTES 16676'1AEO 1,1'10, AA Aa1 06/ 17/13 06/2'1/ '10, , '10, ,147,7'15.16 DTD 06/24/ %06/24/2018 CISCO SYSTEMS INC GLOBAL NOTES 17275RAR3 710, AA- A1 08/29/1'1 09/ 04/1'1 716,418.' , , ,983.'19 DTD 03/03/201'12.125% 03/01/ 2019 AMERICAN HONDA FI NANCE GLOBAL NOTES 02665WAH'I 1.525, A+ A1 09/0'1/14 09/09/ 1' , , ,297.0' ,8'18.93 DTD 09/09/ 201' % 08/15/2019 Security Type Sub-Total 20,650, ,974, , ,809, ,891, Certificate of Deposit SKANDINAVISKA ENSKILDA BY NY FLOAT 83051HUD , A-1 P-1 01/07/14 01/10/1' , O.S6 1, ,725, ,726, CD DTD 01/10/201' % 01/04/2016 RABOBANK NEDERLAND NV NY CD 2168'1 BPVO 1.800, A+ Aa2 05/09/1'1 05/13/14 1,800, ,800, '1, DTD 05/13/ % 05/06/2016 GOLDMAN SACHS BANK USA CD J2L , A-1 P-1 08/14/1'1 08/19/ , , , '1, DTD 08/19/201' % 08/ 12/2016 Security Type Sub-Total 5,050, ,050, , ,050, ,045, Managed Account Sub-Total 75, 100, ,019, , ,565, ,847, Account Page 9 PFM Asset Managen1ent LLC

100 ...-:-: - PF\1 Managed Account Detail of Securities Held For the Month Ending November 30, 2014 ALAMEDA COUNIY WATER DISTRICT Securities Sub-Total $75,100, $76,019, % Accrued Interest Total Investments $191, $75,565, $75,847, $191, $76,039, PPM Asset Managem.ent LLC Account Page 10

101 ACWD RESTRICTED FUND Portfolio Management Portfolio Details - Investments November 30, 2014 Page 1 CUSIP Investment# Issuer 2009 Passbook/Checking Purchase Date Par Value Market Value Book Value Stated Rate Days to YTM Maturity Term Maturity Date 09BRF-MMFD 09BRF-MMFD 09 BOND RE DEMPTION FUND 09RSV-MMFD 09RSV-MMFD 09 BOND RESERVE FUND 12REV-MMFD 12REV-MMFD 12 REVENUE BONDS FUND Subtotal and Average 07/01/ /01 / , , /0 1/ , , , , Treasury Securities PE PE4 09 BOND RE SERVE FUND- US TREA Subtotal and Average 2012 CAMP CAMP BOND Subtotal and Average 11/18/2013 2,700, ,727, ,700, ,727, ,750, ,750, /31/ Total and Average 2,824, ,852, ,875, Run Date: 12/17/ :47 P ortfo lio cc PM (PRF_PM2) Report Ver

102 ACWD Distribution System Hardness December 2014 Water Production Facilities Average Daily Flows and Hardn ess for this month (million gallons) Fl ow (MGD) Hardness (mg/ L) Blender (GW + SFPUC): % 146 / ' / Desai : % 66 ' 0% 120 ' 25% 125 ' 9% 14 Legend Hardness > 180 mg/l Hardness mg/l Hardness mg/l Hardness mg/l ~ Hardness < 120 mg/l A\ rage Hardness of K-Points 101 Pressure Zones c=j Zone I c=j Zone II []I:~ Zone Ill.. Zone IV Special Zones mj Tamarack/Dry Creek.. Seven Hills ~ Canyon Heights Avalon