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

ALAMEDA COUNTY WATER DISTRICT 43885 So. Grimmer Boulevard Fremont, CA 94538 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, 43885 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 11,2014 4.2 Ratification of Payment of Audited Demands dated December 5, December 12, December 19, and December 29, 2014 4.3 Resolution Approving and Authorizing Execution of Public Water System AG E NDA January 8, 2015 PAGE 1

Extension Agreement with City of Fremont, Capitol A venue Extension PWC 8520, ACWD #2013-0076 4.4 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. 6. 1 BOARD COMMITTEE REPORTS 6.1.1 Operations & Water Quality Meeting ofdecember 15,2014 6.1.2 Administrative & Finance Meeting ofdecember 16, 2014 6.1.3 Engineering & Capital Projects Meeting ofdecember 18, 2014 6.2 OPERATIONAL REPORTS 6.2.1 Rainfall Report 6.2.2 Water Production Report 6.2.3 Quarterly Groundwater Recharge Report 6.2.4 Investment Report 6.2.5 Distribution System Monthly Hardness Report AGENDA January 8, 2015 PAGE2

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 54956.9(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-02789 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

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, 2014 4.2 Ratification of Payment of Audited Demands dated December 5, December 12, December 19, and December 29, 2014 4.3 Resolution Approving and Authorizing Execution of Public Water System Extension Agreement with City of Fremont, Capitol A venue Extension PWC 8520, ACWD #2013-0076. 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, 2014. 4.4 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.

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. 10-052 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

Approved ~ September 25, 20 14 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

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 2012. 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

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, 43885 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 4-2015 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.

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 email 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

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, 43885 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 54957.6 Conference with Labor Negotiators Agency Designated Representatives: Walt Wadlow, Robert Shaver, and Bonnie Roland-Williams Employee Organization: Operating Engineers Local 3

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

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 2015. 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

~,,((a Approved_ -ltj ~tf'>-lo:=::---- December 11, 20 14 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, 43885 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

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, 2014 4.2 Ratification of Payment of Audited Demands dated November 7, November 14, and November 21, 2014 5.6 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 30520 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

Minutes - December 11, 2014 RESOLUTION NO. 14-056 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. 14-057 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, 2014. 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

Minutes - December 11, 2014 RESOLUTION NO. 14-058 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 87306.5 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

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. 14-059 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, 2009. 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

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. 14-060 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

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 2012. 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, 2014. 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. 14-061 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

Minutes - December 11, 20 14 the District' s financial records for the fiscal year ended June 30, 2014. The Board accepted the FY 2013114 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, 2013. 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: $53,704 2017: $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 2015. 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, 2014. 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

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 2008. 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

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 $97,998.89 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 $97,998.89 to Gordon N. Ball, Inc. for the Stevenson Pond/Lago Los Osos Diversion Repair Project, Job 6600110031. The motion was passed by the following vote: AYES: NOES: ABSENT: Directors Koller, Gunther, Huang, Weed, and Sethy None None Page 10 of 16

Minutes - December 11, 2014 5.10 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 $1,729,337.11. 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/21014. RESOLUTION NO. 14-062 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

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 2008. 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

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 2014. The developer anticipates filing an application for a Phase II Final Map for 208 of the 500 lots ( 41% of the total) in 20 15 and filing an application for a Phase III Final Map for the remaining 66 of the 500 residential1ots (13% ofthe total) in 2016. 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 20 14 (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

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. 14-063 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

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 2015. Mr. Shaver announced a strategic planning workshop with the Board scheduled for January 22, 2015. 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

Minutes - December 11, 20 14 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 54956.9(d) Significant Exposure to Litigation Pursuant to Paragraph 2 of Subdivision d of Section 54956.9 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

R5504424 Alameda County Water Di strict 1214120 14 15 :17:45 Version A WDOO I Audited Demands- Automated Payments Page I Check Dates: - 1215120 14-121512014 Check Check Document Document Purchase Order Number Date Pa ee T~E e Number Number Classifi cation DescriEt ion Amount 229430 121512014 ACWD Insta ll ers Reimbursement PY 257726 00 1 Fees 26,939.00 Payment Number 229430 26,939.00 22943 1 1215120 14 Air Systems, Inc. P2 25 73 63 00 I 00051873 Services HYAC Serv ices 1,204.37 P2 257651 001 0005 1940 Services HYAC Serv ices 1,3 10.00 P2 257652 00 I 00051940 Services HY AC Services 387.00 Payment Number 22943 1 2,90 1.37 229432 1215/20 14 Airgas NC N Inc P2 2576 18 001 00051906 Gas I Oi l I Compr Air Laboratory Gases 8 150 P2 25 76 19 00 1 00051906 Gas I Oil I Compr Air Laboratory Gases 195.58 P2 25 7620 00 I 00051905 Gas I Oi l I Compr Air Laboratmy Gases 540.66 Payment Number 229432 8 17.74 229433 1215120 14 All ied Auto Stores P2 257792 00 I 00051937 Pa rts & Materi als Au to Parts & Supp li es 205. 23 P2 257793 00 I 00051937 Parts & Materials Auto Parts & Supplies 39.74 P2 257794 00 1 0005 1939 Parts & Materia ls Auto Parts & Suppli es 59.36 P2 25 7795 00 I 0005 1938 Parts & Materi als Auto Parts & Suppli es -6.66 P2 257796 001 0005 1879 Pa rts & Materia ls Auto Part s & Supplies -89.93 P2 257797 001 0005 1880 Parts & Materials Auto Parts & Supplies -144.85 P2 257798 00 1 0005188 1 Parts & Materials Auto Parts & Supplies 45.54 P2 257799 00 1 0005 1882 Parts & Materials Aut o Parts & Supplies 36 01 P2 257800 001 00051883 Parts & Materials Auto Pm1s & Supplies 99.52 P2 257801 00 1 00051883 Parts & Materials Auto Parts & Supplies 254.62 P2 257802 00 I 00051883 Parts & Materials Auto Parts & Supplies 187.3 1 P2 25 7803 00 1 00051 883 Parts & Materials Auto Parts & Suppli es 55.50 P2 257804 00 I 00051883 Parts & Materials Auto Parts & Suppli es 28.86 P2 25 7805 001 0005 1883 Parts & Materials Auto Parts & Supplies 201.9 1 P2 25 7806 00 1 0005 1883 Parts & Materials Auto Parts & Supplies 45.95 Payment Number 22 9433 1,0 18. 11 229434 1215120 14 Always Under Pressure P2 25 7378 00 1 00051884 Equip Sales and Servi ce Parts Washer PM 150.00 Payment Number 229434 150.00 22 9435 121512014 Ambius Inc (28) P2 257669 00 I 0005194 1 Building Maintenance Indoor Plant Maintenance 823.00 Payment Number 229435 823.00 229436 121512014 Anthem Blue Cross PY 25787 1 00 I Medical Services 12/1/1 4-1 /1/15 EA P Premium 536.80 Payment Number 229436 536.80 22 9437 121512014 Any Time Tree Speciali st P2 257366 00 I 00051885 Landscaping Tree Removal Services 2,875.00 Payment Number 229437 2,875.00 229438 121512014 Apple One Employment Services py 257772 00 I Temp Services 2,9 16.48 PY 257773 00 I Temp Setv ices 1,242.24 py 257785 00 I Temp Services 1, 159.20 py 257786 001 Temp Services 1,544.80 py 257787 001 Temp Se rvices 1,235.84 py 257788 00 1 Temp Setv ices 3,442.03 py 257789 001 Temp Setv ices 927.36

R5504424 Alameda County Water District 12/4/20 14 15: 17:45 Version AWDOOI Audited Demands - Automated Payments Page 2 Check Dates: - 12/5/2014-12/5/20 14 Check Check Document Document Purchase Order Number Date Pa ee T}'l2e Number Nu mber Classification Descri12tion Amount PV 257790 001 Temp Services 4,3 01.46 PV 257791 00 I Temp Services I,424.86 Payment Number 229438 18, 194.27 229439 12/5/20 14 Applied Industrial Technologies Inc P3 257879 001 0005 140 1 Pat1s & Materials AIRSTROKE ACTUATOR, RUBBER 2,5 13.32 P3 257879 002 0005 1401 Parts & Materials Inventory Freight Expense 24.52 Payment Number 229439 2,537.84 229440 12/5/2014 ARAMARK Refreshment Services P2 257379 00 I 0005 1863 Office Supplies Office Supplies 758. 10 P2 257380 001 00051863 Office Supplies Office Supplies 42.00 Payment Number 229440 800.10 229441 12/5/2014 Aramark Uniform Services P2 257674 001 00051840 Unifmms Un ifomlflaundty /Linen Service 23 04 P2 257675 00 I 0005 1840 Unifom1s UnifomliLaundty /Linen Service 19.40 P2 257676 00 I 00051840 Uniforms UnifornlfLaundty /Linen Service 4 1.74 P2 257677 00 1 0005 1840 Unifon11s Uni form/laundty / Linen Service 126.2 1 P2 257678 001 00051840 Un ifonns UnifomliLaundty /Linen Setvice 19.75 P2 257679 00 1 0005 1843 Uni fo nns Unifonn/Laundty/Linen Service 126.2 1 P2 257680 00 I 0005 1843 Un ifo nns Un ifomlflaundry/ Linen Service 41.74 P2 25768 1 001 0005 1843 Un ifo nns UnifomliLaundty /Linen Service 19.75 P2 25 7682 001 00051843 Unifonns Unifmm/Laundty/Linen Service 23.04 P2 257683 00 I 0005 1843 Unifonns Un ifomlilaundry/linen Service 19.40 P2 257684 001 00051842 Uni fonns UnifomlfLaundry/Linen Service 45.48 P2 257685 001 00051842 Uni fonns UnifomlfLaundry/Linen Service 137.73 P2 257686 001 00051842 Unifonns Un ifomlflaundry/linen Service 15.00 P2 257687 001 00051842 Unifo nns UnifomlfLaundry/Linen Service 8.40 P2 257688 00 I 00051842 Unifonns Un ifomlflaundry/ Li nen Service 27.50 P2 257689 00 I 0005 1842 Un ifonns Uniform/Laundry/Linen Service 19.7 1 P2 257690 001 0005 1842 Uni fo nns Unifonn/Laundry/Linen Service 16.50 P2 257691 00 I 00051841 Uni fo nns Unifonn/Laundry/Linen Setvice 15.00 P2 257692 00 1 00051 841 Uni fo nns Unifonn/Laundry/Linen Service 8.40 P2 257693 00 I 0005 1841 Unifo nns Unifonn/Laundry/Linen Service 19.7 1 P2 257694 001 0005184 1 Uni fonns Unifonn/Laundry/Linen Service 58. 13 P2 257695 00 I 0005 184 1 Unifonns UnifomliLaundry/Linen Service 16.50 P2 257696 00 1 0005184 1 Uni fonns Unifonn/Laundry/Linen Setv ice 27.50 P2 25 7697 001 0005184 1 Unifonns Unifonn/Laundry/Linen Setvicc 137.73 P2 257698 001 00051838 Unifonns Unifonn/Laundry/Linen Service 16.50 P2 257699 001 00051838 Unifonns UnifomliLaundry/Linen Service 27.50 P2 257700 001 0005!838 Unifonns UnifomliLaundry/Linen Setvice 8.40 P2 25770 1 001 00051838 Unifonns UnifomliLaundry/Linen Service 15.00 P2 257702 001 0005 1838 Unifonns UnifomliLaundry/Linen Setvice 19.71 P2 257703 001 00051838 Unifonns Unifonn/Laundry/Linen Service 45.48 P2 257704 001 00051838 Uniform s UnifomliLaundry/Linen Service 137.73 P2 257705 001 00051 839 Unifonns Un ifonn/laundry/linen Setv ice 126.2 1 P2 257706 001 0005!839 Uniforms Uniform/Laundry/Linen Service 19.75 P2 257708 001 00051839 Uniforms Unifonn/Laundty/Linen Service 41.74 P2 257709 001 00051839 Unifom1s Un ifomlilaundry/linen Setv ice 19.40 P2 257710 001 00051839 Unifmms Unifonn/Laundry/Linen Setvice 23.04 P2 2577 11001 0005 1837 Unifonns UnifomliLaundry/Linen Service 19.75 P2 2577 12 001 00051837 Unifmms UnifomlfLaundry/Linen Service 41.74 P2 2577 13 001 0005 1837 Unifo m1s UnifomliLaundry/Linen Setvice 19.40

R5504424 Alameda County Water District 12/4/2014 15: 17:45 Version A WDOO I Audi ted Demands - Automated Payments Page 3 Check Dates: - 12/5/2014-12/5/20 14 Check Check Document Document Pu rchase Order Number Date Pa ee Tz- J2e Number Number Classifi cation Descri Qt ion Amoun t P2 257714 00 1 00051837 Uni fonns Uni form/laundry/linen Service 23.04 P2 2577 15 00 1 0005 183 7 Uniform s Uniform/Laundry/ Linen Service 126.2 1 P2 257826 00 1 0005196 1 Un ifonn s Uni foml!laundry/ Linen Service 137.73 P2 257829 00 I 0005196 1 Uni fo nns Uni fornl!laundry/linen Service 27.50 P2 25783 0 00 I 0005196 1 Uni forms Uni fornl!laundry/linen Service 8.40 P2 25783 1 00 1 0005196 1 Unifonns Uni fornl!laundry/linen Service 15.00 P2 257832 00 I 0005196 1 Uni fonns Uni fo ml!laundry/linen Service 19.7 1 P2 257834 00 I 0005196 1 Unifonns Unifo nn!laundty /Li nen Service 45.48 P2 257837 00 I 0005196 1 Unifonns Uni fo nn!laundry/linen Service 16.50 P2 257840 00 1 0005196 1 Unifonns Unifonn!Laundry/Linen Service 41.74 P2 25784 1 00 1 0005196 1 Unifonns Unifonn!Laundry/Linen Service 19.40 P2 257842 00 I 0005196 1 Un ifonns Unifonn/Laundry/Linen Service 23.04 P2 25 7843 00 I 0005196 1 Uni fo nns Unifonn!Laundry/Linen Service 126.2 1 P2 257844 00 I 0005196 1 Uni fonns Uni fonn!laundry/linen Service 19.75 Payment Number 229441 2,244.63 229442 12/5/20 14 AS irepro. com P2 257626 00 I 0005 1900 Printing Reproduction Services 62.78 P2 257627 00 I 0005 1899 Printing Reproduction Services 62. 13 P2 25 7628 00 I 0005 1898 Printing Reproduction Services 72.49 P2 25 7629 00 I 00051 897 Printi ng Reproduction Setv ices 47.96 P2 257630 00 I 00051896 Printing Reproduction Setv ices 49. 16 P2 25 763 1 00 I 0005 1895 Printing Reproduction Setvices 18.3 1 P2 257632 00 I 00051894 Printing Reproduction Services 232.17 P2 257633 00 I 00051892 Printi ng Reproduction Services 238.71 P2 257880 00 I 00051970 Printing Reproduction Services 5 1.23 P2 25 788 1 00 I 0005197 1 Printing Reproduction Services 2 1.26 P2 257882 00 I 00051969 Print ing Reproduction Services 27.80 Payment Number 229442 884.00 229443 12/5/20 14 Assoc iation of Cali fo rnia Water Agencies PV 257590 00 I City I County I GOV 26,334.00 Payment Number 229443 26,334.00 229444 12/5/20 14 Automatic Controls Engineering Corp P2 25 7362 00 I 00051886 Services HVA C Setv ice Visits 58 1.00 Payment Number 229444 58 1.00 229445 12/5/2014 Beck's Shoes Inc PV 257886 00 I Unifonns 325.00 Payment Number 229445 325.00 229446 12/5/2014 Blx Group LLC PV 257783 00 I Fees 4,500.00 Payment Number 229446 4,500.00 22 9447 12/5/20 14 Bntce's Tires P2 257365 00 I 00051887 Parts & Materials Tires/Labor/Parts/Disposal- 124.09 P2 25766 1 00 I 00051942 Parts & Materials Tires/Labor/Parts/Disposal- 901.7 1 P2 257662 00 I 00051943 Parts & Materials Tires/Labor/Parts/Di sposal- 593.09 Payment Number 229447 1,6 18.89 22 9448 12/5/2014 Cal Public Employees' Retirement System PV 257870 00 I Employee Benefit s Dec 20 14 Medical 308,344.35 Payment Number 229448 308,344.35

R5504424 Alameda County Water District 1214120 1415:17:45 Version A W DOO I Audited Demands - Automated Payments Page4 Check Dates: - 1215120 14-1215120 14 Check Check Document Document Purchase Order Number Date Pa ee T;tEe Number Number Classification Descri12tion Amount 229449 12/5/2014 Cal Safety Inc. P2 257371 00 I 00051847 Parts & Material s Safety Equipment 207. 10 P2 257372 001 00051859 Parts & Materials Safety Equipment 18.53 Payment Number 229449 225.63 229450 12/5/20 14 California Generator Service P2 2578 14 00 I 00051909 Services Generator Preventive Maint Svc 1,804.59 Payment Number 229450 1,804.59 22945 1 12/5/2014 California Site Services P2 257663 00 I 00051944 Equipment Rental Portable Rental Equipment 693.00 Payment Number 229451 693.00 229452 12/5/20 14 California UST Services P2 257739 001 00051966 Services Monitoring System Testing 160.00 Payment Number 229452 160.00 229453 12/5/2014 Centerville Saw & Tool P2 257364 001 00051888 Equip Sales and Serv ice Tools & Repairs 201.03 Payment Number 229453 201.03 229454 12/5/20 14 Central Maintenance Company P2 257664 001 00051945 Services Janitorial Services 5,238.17 Payment Number 229454 5,238. 17 229455 12/5/2014 Central Towing & Transp011 LLC P2 2578 13 001 00051908 Services Towing Services 262.50 Payment Number 229455 262.50 229456 12/5/20 14 Certif-A-Gift Company PV 257734 00 1 Services 5,032.08 Payment Number 229456 5,032.08 229457 12/5120 14 Christensen Associates Incorporated P2 257383 001 00045250 Professional Services Se1v ices - Professional 3,490.00 P2 257384 001 00045250 Professional Servi ces Services - Professional II,995.00 P2 257385 00 I 00045250 Professional Se1v ices Se1v ices - Professional 5,000.00 P2 257386 00 I 00045250 Professional Se1vices Se1vices - Professional 2,677.28 Payment Number 229457 23, 162.28 229458 12/5/20 14 City of Fremont PV 257589 00 I City I County I GOV 51.57 Payment Number 229458 5 1.57 229459 12/5/20 14 CJ Machine Products P3 25 789 1 00 I 00050961 Equip Sales and Service 3/8" X 60' WIRE ROPE ASSY. 2,408.00 Payment Number 229459 2,408.00 229460 12/5/2014 Clean Source P2 257666 00 I 0005 1953 Parts & Materi als Janitorial Supplies 94 1.39 Payment Number 229460 94 1.39 229461 12/5/20 14 Coast Remodel & Construction Inc NO 257892 001 Refund Refund J200294 190.72 Payment Number 22946 1 190.72 229462 12/5/20 14 Command Security Corporation P2 257740 001 00051965 Security Security Guard Services 14,390.60 Payment Number 229462 14,390.60 229463 12/5/2014 Contractor Compliance and Monitoring P2 257375 00 I 00048002 Professional Services Services - Contractor 300.00

R5504424 Alameda Coun ty Wat er Di strict 12/4/20 14 15: 17:45 Version A WDOO I Audited Demands - Automated Payments Page 5 Check Dates: - 12/5/20 14-12/5/2014 Check Check Document Document Purchase Order Number Date Pa ee T;tEe Number Number Classifi cation Descri[>ti on Amoun t Payment Number 229463 300.00 229464 12/5/20 14 Corix Water Products Inc P3 257859 00 I 00051484 Parts & Materials 3/4" x 3" BRASS NIPPLE 129.8 1 P3 257859 002 00051484 Parts & Materials 2" X 4" BRASS NIPPLE 276.88 P3 25786 1 00 I 00051683 Parts & Materials 3/4" COPPER TUBING 60 FT RL 15,225. 12 P3 25786 1 002 00051683 Parts & Materia ls I" COPP ER TUBING 60 FT ROLL 1,249. 14 P3 257862 00 I 00051662 Parts & Materials 6" MU L T l RAN GE FL EX COUPLING 1,264.40 P3 257862 002 00051662 Parts & Materials 12" MULTI RANGE FLEX COUPL ING 2,223.60 P3 257864 00 1 000510 11 Parts & Materials 12"x l 2" TAPPIN G SLEEVE FOR AC 4,797. 11 Payment Number 229464 25, 166.06 229465 12/5/20 14 Dale Hardware P2 257373 00 I 0005186 1 Parts & Materials Merchandise 353.53 P2 25760 I 00 I 000519 10 Parts & Materials Merchandise 82.38 P2 257602 00 1 000519 10 Parts & Materials Merchandise 43.58 P2 257603 00 I 0005 19 10 Parts & Materials Merchandise 15.48 P2 257604 00 I 000519 10 Parts & Materials Merchandise 38.03 P2 257605 00 I 000519 11 Parts & Materials Merchandise 114.29 P2 257606 00 I 0005 19 12 Parts & Materials Merchandise 255.79 P2 257623 00 I 0005 193 1 Pat1s & Materials Merchandise 49.90 P2 257624 00 1 00051932 Parts & Materia ls Merchandise 18.52 P2 257653 00 I 00051948 Parts & Materia ls Merchandise 10 1.64 P2 257654 00 I 00051949 Parts & Materials Merchandi se 73.37 P2 257660 00 I 0005 1947 Parts & Materi als Merchandise 44.00 Paymen t Number 229465 1, 190.5 1 229466 12/5/2014 Direct Line Tele Response P2 2578 11 00 1 00051845 Services Telephone Answering Service 1,249.9 1 Payment Number 229466 1,249.9 1 229467 12/5/20 14 Emst & Young LLP PV 257588 00 1 Professional Services 2,282.00 Paymen t Number 229467 2,282.00 229468 12/5/20 14 Evoqua Water Technologies LLC P2 2576 17 00 I 00051907 Chemicals Deioni zed Water Service 236.00 Payment Number 229468 236.00 22 9469 12/5/20 14 Ewing Irri gation Products Inc P2 257872 00 1 00051929 Landscaping lniga ti on Supplies 82. 10 Payment Number 229469 82. 10 229470 12/5/2014 Ex trateam Inc P2 257875 00 I 00051638 Software Sales & Support Catalyst 2960C Switch 12 FE Po 2,969.8 1 P2 257875 003 00051638 Software Sales & Supp011 Catalyst 2960S 48 GigE PoE 740 9,934.59 P2 257875 004 00051638 Software Sales & Support Catalyst 2960S FlexStack Stack 1,484.9 1 P2 257875 005 00051638 Software Sales & Support Catalyst 2960S 24 GigE PoE 370 8,564.62 P2 257875 006 00051638 Software Sales & Support Catalyst 2960S FlexStack Stack 2,227.36 P2 257875 007 00051638 Software Sales & Support SMARTNET 24X7X4 Catalyst 2960C 278.80 P2 257875 008 00051638 Software Sales & Support SMARTNET 8X5XNBD Cat 2960S Stk 8 16. 00 P2 257875 009 00051638 Software Sales & Support SMART NET 8X5XNBD Cat2960S Stk2 703.80 P2 257875 0 I 0 0005 1638 Software Sales & Support Computer Hardware 188.8 1 Payment Number 229470 27, 168.70 229471 12/5/20 14 Fastenal Company 1'2 257647 00 1 0005 19 13 Parts & Materi als Revision # I -Vending Machine 47.42

R5504424 Al ameda County Water Di ~ tri c t 1214120 14 15: 17:45 Version A WDOO I Audited Demands - Automated P ay m e n t ~ Page 6 Check Dates: - 1215120 14-1215120 14 Check Check Document Document Purchase Order Number Date Pa ee T;tEe Number Number Classification Descri12tion Amount P3 257878 00 I 000510 12 Parts & Materia ls 18" x. 125" ASP HALT BLADE 1, 125.32 P3 257878 002 000510 12 Parts & M a t e r i a l ~ 2 GAL GAS CAN & NOZZLE 469.25 P3 257878 003 000510 12 Parts & Materials U SLOT EXT CORD - CEP 1400 439.82 P3 257878 004 00051012 Parts & Materials # 10 AWG TRACER WIRE 543.64 P3 257878 005 00051012 Parts & Materials I 114 PVC CAP ALL SLIP SCH 40 23.58 P3 25 7878 006 0005 101 2 P a r t ~ & Materials I" PVC MALE ADAPTER SLIPXM IPT 27.30 P3 25 7878 007 0005101 2 Parts & Materials 3 GAL IGLOO COOLERS 2 15.89 P3 257878 008 000510 12 Parts & Materials EA R MUFF- NRR OF 25 dba 167.85 P3 257878 009 0005 10 12 Parts & Materials 114" - 5/1 6" CLEV IS GRAB HOOK 27.82 P3 25 7878 0 10 0005101 2 Parts & Materials 8" CRESCENT WRENCH, ADJU STABLE 144.46 P3 257878 Oil 0005 10 12 Parts & Materials 10# SLEDGE HAMM ER 573.30 P3 25 7878 01 2 000510 12 Parts & Materi als 4 FOOT LEVEL 200.57 P3 257878 01 3 000510 12 Parts & Materi als ROLATYPE MEASURING WHEE L 1,0 14.4 1 P3 257878 014 000510 12 Parts & Materials SAW, COM PACT WIBLADE 62.36 P3 257878 015 000510 12 Parts & Materi als 8 POfNT CROSS CUT SAW 112.98 P3 257878 0 16 000510 12 Parts & Materi als PRUNER, 10" FOLDING 11 0.64 P3 257878 017 0005 10 12 Parts & Materials 9"DOUBLE ENDEDSCRAPER 246.30 P3 25 7878 0 18 000510 12 Part s & Materi als l i 2" D TORQ WRENC H RATCHET TYPE 1,0 13.96 P3 257878 0 19 0005101 2 Part s & Materi als SA WZA LL PLUS HEAVY DUTY 494.42 Payment Number 22947 1 7,061.29 229472 1215120 14 Ferguson Enterprises Inc # 1423 P3 25 7396 00 1 0005 11 22 Parts & Materials I 0 STD 45 WELD ELLS, SCH 40 I,033.32 P3 25 7743 00 1 0005 11 22 Parts & Materials 12" RISER, CAST IRON 2,857.98 P3 25 7744 00 1 00050969 Parts & Materials 6" MU L T l RANG E FLEX COUPLING 1,045.3 1 P3 257889 00 1 000507 10 Parts & Materials 314" FLARE X FIPT ADA PT ER 354.80 P3 257889 002 000507 10 Parts & Materials 12" MULT I RANG E FL EX COUPLING 1,667.7 1 P3 257889 003 000507 10 Parts & M a t e r i a l ~ I" X 314" ANGLE STOP FLARE 2,705.39 P3 257889 004 000507 10 Parts & Materials General Clearing 566.78 PD 25 7890 00 1 000507 10 Parts & Materi als -566.80 Payment Number 229472 9,664.49 229473 1215120 14 Fremont Partners I PV 25 7584 00 I Refund 6,459.78 Payment Number 229473 6,459.78 229474 1215120 14 Fremont Recycl ing & Transfer Station P2 25 7599 00 I 000519 14 Waste I Recycling I Garbage Di sposal Servi ces 50.00 Payment Number 22 9474 50.00 229475 1215120 14 Steven Scott Gi lle PV 25 7585 00 I Effi cient Landscape Rebate 1, 185.00 Payment Number 229475 1, 185.00 229476 1215120 14 Brian Paul Goodman PV 257582 00 I Efficient Landscape Rebate 550.00 Payment Number 229476 550.00 229477 1215120 14 Graybar P2 257382 00 I 00051368 Parts & Materials Revision No. I 538.59 P2 257382 002 0005 1368 Parts & Materials Revision No. I 609. 11 P2 257382 003 00051368 Parts & Materials Freight 25.00 Payment Number 229477 1, 172.70 229478 1215120 14 Gym Doc tors P2 2578 16 001 00051989 Services Equipment Maintenance 135.00

R5504424 Alameda County Water District 12/4/20 14 15: 17:45 Version A WDOO I Audited Demands- Automated Payments Page 7 Check Dates: - 12/5/20 14-12/5/20 14 Check Check Document Document Purchase Order Number Date Pa ee T)'Ee Number Number Class ification DescriEtion Amount P2 25 78 19 00 1 00051989 Services Equipment Maintenance 135.00 Payment Number 229478 27 0.00 229479 12/5/20 14 H D Supply Watetworks LTD P3 25 7746 00 1 00051670 Parts & Materi als 2" X 5" BRASS NIPPLE 40 1.94 P3 257747 00 1 00051644 Parts & Materi als CONG RESS IVE EPOX Y W/CAT I,638.34 P3 257748 00 1 000512 16 Parts & Materi als 4" OD 7" FULL CIRCLE 640.54 P3 257748 002 000512 16 Parts & Materials 2"x6" FU LL CIRCLE, SING LE BAN D 22 1.76 Payment Number 229479 2,902.58 229480 I 2/5/20 I 4 Sameh Hanna PV 25758 1 00 I Efficient Landscape Rebate I,080.00 Payment Number 229480 I,080.00 22948 1 12/5/20 14 Hanson Bridgett LLP PV 25 7847 001 Legal Serv ices 0 15863.00000 I General 10, 144.40 PV 257848 00 1 Legal Services 0 15863.000002 Brd ofdi r-mtgs 2,905.00 PV 257849 00 1 Lega l Serv ices 0 15863.000003 Rea l Property 3,920.00 PV 257850 00 1 Legal Services 0 15863.000004 Contracts 4,585.00 PV 25785 I 00 I Legal Services 0 15863.000005 Financ ial Matter I,995.00 PV 257852 00 I Lega l Servi ces 0 15863.000006 Labor, Personnel 3,360.00 PV 257853 00 I Legal Services 0 15863.0000 12 Environ Matters 7,520.20 PV 257855 00 I Legal Services 015863.00006 I Employ Ben Plans 6,285.80 PV 25 7856 00 I Legal Services 0 I 5863.00020 I Brd of Dir-Eiect 245.00 PV 257857 00 1 Legal Services 01 5863.00040 1 Water Main Ex t 3,640.00 PV 257858 00 I Legal Services 015 863.000807 Hendri x v JM Man 789.47 PV 257863 00 I Legal Services 0 I 5863.000808 Bio Di v Lawsuit I,085.00 PV 257865 00 I Legal Services 0 I 5863.0008 I 6 McBride/ Wright 2 I,858.50 PV 25 7866 00 I Legal Services 01 5863.00090 1 Los Vaq Resevoir 3,884.00 Payment Number 22948 I 72,2 I 7.37 229482 12/5/20 I 4 Michael J.O' Hare PV 25 7583 00 I Efficient Landscape Rebate 675.00 Payment Number 229482 675.00 229483 12/5/20 I 4 Hayward Pipe & Supply Co P3 257388 00 I 00051648 Parts & Materials 2" X 30" GA LV NIPPLE 846.93 P3 257389 00 I 000507 15 Par1s & Materi als 2" PVC Pipe, SCH 40, 20' 26 1.38 P3 257392 00 1 000503 15 Par1s & Materials I" PVC 90 ELL SxS Sc h. 40 22.78 P3 257392 002 000503 15 Parts & Materi als 1/2 PVC CA P ALL SLIP, SC H 40 6.49 P3 257392 003 000503 15 Parts & Materials Inventory Freight Expense 9.3 2 P3 257393 00 I 00050980 Parts & Materials I" PVC MALE ADAPTER SLI PXMJPT 19.08 P3 257393 002 00050980 Parts & Materi als I" C X FIPT ADAPTER 130. 15 P3 257393 003 00050980 Parts & Materi als 6" BLfND FLANGE 289. 12 P3 257393 004 00050980 Parts & Materials Inventory Fre ight Expense 7.30 P3 257394 00 I 00050508 Parts & Materia ls 2" GAL V ST EE L COUPLING 267.05 P3 257394 002 00050508 Parts & Materials 2 1/2" BLAC K COUPLI NG, ST EEL 272.50 P3 257395 00 I 00050963 Parts & Materi als 2" X 16" GA LV NIPPLE 465.98 P3 257395 002 00050963 Parts & Materi als I" X 3/4" INSU LAT ING BUS HING 8 14.34 P3 257395 003 00050963 Parts & Materials I" PVC PIPE, Sc h. 40 I I 3.36 P3 257395 004 00050963 Parts & Materi als Inventory Freight Expense 9.59 PV 257752 00 I Parts & Materi als 20 1.50 PV 257753 00 I Parts & Materi als 264.05 PV 257754 00 1 Parts & Materia ls 990.26 PV 257755 00 I Parts & Materials 454.14

R5504424 Alameda County Water District 12/4/20 14 15: 17:45 Version AW DOOI Audited Demands - Automated Payments Page 8 Check Dates: - 12/5/20 14-12/5/20 14 Check Check Document Document Purchase Order Number Date Pa ee T;r:12e Number Number Classifi cati on DescriEtion Amount PV 257756 00 1 Parts & Materials 70.52 Payment Number 229483 5,5 15.84 229484 12/5/20 14 Hertz Equipment Rental Company P2 257741 001 00048794 Equipment Rental Revision No. I 37, 123.69 Payment Number 229484 37, 123.69 229485 12/5/2014 Hose & Fittings, Etc. P2 257600 001 00051915 Parts & Materi als Hose & Fittings Etc 23.44 P2 257665 00 I 00051946 Parts & Materials Hose & Fittings Etc 34.20 P2 257873 00 I 00051721 Parts & Materials Hose & Fittings Etc 200.64 Payment Number 229485 258.28 229486 12/5/20 14 Industrial Employers & Di stributors Assn P2 257673 001 0005 187 1 Services Labor Relations I,597.46 Payment Nu mber 229486 I,597.46 229487 12/5/20 14 In fose nd Inc P2 257761 001 0005 1972 Printing Water Statement Postage 16,4 12.6 1 P2 257762 001 0005 1973 Printing Water Statement Printing 4,920.04 Payment Number 229487 2 1,332.65 229488 12/5/2014 Johnson Service Group Inc PV 257587 00 I Temp Services 2,530.59 PV 25778 1 001 Temp Services 2,946. 06 Payment Number 229488 5,476.65 229489 12/5/20 14 Kelly-Moore Paint Company, Inc P2 257656 001 00051954 Parts & Materials Paint Supplies 98.94 P2 257657 00 I 00051954 Parts & Materials Paint Supplies 23.75 P2 257658 00 I 00051954 Parts & Materials Paint Supplies 160.43 P2 257667 001 00051954 Pa1ts & Materials Paint Supplies 64.55 Payment Number 229489 347.67 229490 12/5/20 14 Kleinfelder Inc P2 257738 00 I 00048983 Professional Services Revision No. I A- RE Services 24,006.46 P2 257867 00 I 00048983 Professional Services Revision No. I A - RE Services 46,972.88 Payment Number 229490 70,979.34 229491 12/5/2014 Lawson Products Inc P2 257742 001 00051955 Parts & Materials Miscellaneous Merchandise 276.43 P2 257885 001 00051255 Parts & Materials Miscellaneous Merchandise 39.59 Payment Number 229491 3 16.02 229492 12/5/20 14 Yong Y. Liang PV 257758 001 Efficient Landscape Rebate Efficient Landscape rebate pro 900.00 Payment Number 229492 900.00 229493 12/5/20 14 Littler Mendelson PC PV 257845 001 Legal Services 6 15.00 PV 257846 001 Legal Services 720.00 Payment Number 229493 I,335.00 229494 12/5/2014 Municipal Maintenance Equipment Inc P2 257595 00 I 00051918 Parts & Materials Various Vac-Con Parts 687.3 1 P2 257596 00 I 0005 19 18 Parts & Materials Various Vac-Con Parts I,452.83 P2 257597 00 I 00051918 Parts & Materials Various Vac-Con Parts 170.50 P2 257598 001 000519 18 Parts & Materials Various Vac-Con Parts 492.79 Payment Number 229494 2,803.43

R5504424 Alameda County Water Di strict 12/4/2014 15: 17:45 Version A WDOO I Audited Demands - Automated Payments Page 9 Check Dates: - 12/5/20 14-12/5/2014 Check Check Document Document Purchase Order Number Date Pa ee T;tJ2e Number Nu mber Classification Descrietion Amount 229495 12/5/2014 Napa Au to Parts P2 257670 00 I 00051956 Parts & Materials Auto Parts 327.95 P2 25767 1 00 I 0005 19 19 Parts & Materi als Auto Parts 16.20 P2 257672 001 00051920 Parts & Materi als Auto Parts 17.53 Payment Number 229495 36 1.68 229496 12/5/2014 Na ti onal Consolidated Couriers Inc P2 25 738 1 00 I 00051857 Services Mail Couri er Service I,325.35 Payment Number 229496 I,325.35 229497 12/5/2014 Networkfleet Inc P2 257625 00 I 00051928 Services Flee t Monitoring Devices 2,9 19.75 Payment Number 229497 2,9 19.75 229498 12/5/20 14 Off Site Records Management LLC P2 257374 00 1 00051862 Services Records storage/destn1ction/ 1,090.25 P2 2576 15 00 I 00051 901 Services Records storage/destmction/ 57.50 P2 257616 00 I 00051 860 Services Records storage/destn1ct ion/ 30.00 Payment Number 229498 1, 177.75 229499 12/5/2014 Pacific Bolt Company Inc P3 257745 001 0005 1870 Parts & Materi als 5/8" x 2 3/4" STAINLESS STEE L 218.00 P3 257745 002 00051 870 Parts & Materials lnvent01y Freight Expense 15.81 Payment Number 229499 233.81 229500 12/5/2014 Pacific EcoRisk Inc P2 257592 00 I 00051926 Services Bioassay toxic ity analysis 770.00 Payment Number 229500 770.00 22950 1 12/5/20 14 Pacific Gas & Electric PV 257735 00 1 Utility I,625.74 Payment Number 22950 I I,625.74 229502 12/5/20 14 Pacific Gas & El ectric Co P2 25762 1 00 I 00051904 Utility 20 14 Washer Rebate Program 22,415.00 Payment Number 229502 22,41 5.00 229503 12/5/20 14 Pape Machinery Inc P2 257368 00 I 0005 1875 Equip Sales and Service Auto Part s and Repa irs 1,535.8 1 P2 257607 00 I 00051921 Equip Sales and Service Auto Parts and Repairs 52.16 P2 257608 001 00051921 Equip Sales and Service Auto Part s and Repairs 144.95 P2 257609 001 0005 1921 Equip Sales and Service Auto Parts and Repairs 209.06 P2 257655 00 I 00051958 Equip Sales and Service Auto Parts and Repairs 110.57 P2 25 7659 001 0005 1957 Equip Sales and Service Auto Parts and Repairs 103.36 Payment Number 229503 2, 155.9 1 229504 12/5/20 14 Peterson P2 2576 12 001 00051922 Equipment Rental 2yr Maintenance Agreement 550.00 P2 2576 13 001 0005 1923 Equipment Rental 2yr Maintenance Agreement 164.29 P2 2576 14001 00051924 Equipment Rental 2yr M aintenance Agreement 164.30 Payment Number 229504 878.59 229505 12/5/2014 R & D Techni cal Services PV 257728 00 I Temp Services 1,320.00 PV 257729 00 I Temp Services 1,320.00 PV 257730 001 Temp Services 777.60 PV 25773 1 00 I Temp Services 777.60 PV 257732 001 Temp Services 583.20 PV 257733 00 I Temp Services 950.40

R5504424 Alameda County Water Di strict 121412014 15: 17:45 Version A WDOO I Audited Demands - Automated Payments Page 10 Check Dates: - 121512014-121512014 Check Check Document Document Purchase Order Number Date Pa ee T;tee Number Number Classifica tion Descrietion Amount PV 257749 00 I Temp Services 1,320.00 PV 257750 00 I Temp Services 950.40 PV 25775 1 00 I Temp Services 777.60 Payment Number 229505 8,776.80 229506 1215120 14 Rising Sun Energy Center P2 257820 001 0005 1902 Services CA Youth Energy Services 11,242.00 P2 257822 00 I 0005 1903 Services CA Youth Energy Services 10,000.00 Payment Number 229506 21,242.00 229507 121512014 Road Runner Glass & MirTor Inc P2 2576 11 001 00051925 Parts & Materi als Maintenance and Repairs 185.00 Payment Number 229507 185.00 229508 121512014 Abraham Saddik PV 257760 001 Effi cient Landscape Rebate Effi cient Landscape Rebate prog 640.00 Payment Number 229508 640.00 229509 121512014 San Francisco PUC-Water Department PV 257764 00 I City I County I GOV 1, 199,355. 11 PV 257765 001 City I County I GOV 3,9 17.43 PV 257766 001 City I County I GOV 160,507.9 1 PV 257767 001 City I County I GOV 530,628.46 PV 257768 001 City I County I GOV 10,606. 00 PV 257769 001 City I County I GOV 1,886.7 1 PV 257770 001 City I County I GOV 3,770.93 PV 25777 1 001 City I County I GOV 577.00 Payment Number 229509 1,9 11,249.55 22951 0 121512014 Schaa's Lawn mower Sales & Service 1'2 257649 001 0005 1959 Parts & Materials Merchandise & Repairs 109.7 1 Payment Number 2295 10 109.7 1 2295 11 121512014 Shields Consulting Group Inc PV 257759 00 I Fees 901.95 Payment Number 2295 11 90 1.95 2295 12 121512014 Solenis LLC P2 257883 001 0005 1980 Chemi cals AnioniciPraestol Ploymer 2, 104.25 Payment Number 2295 12 2, 104.25 2295 13 121512014 SST Benefits Consulting 1'2 25 7807 001 0005 1990 Professional Servi ces Professional Services 7,500.00 Payment Number 22951 3 7,500.00 2295 14 121512014 State Water Resources Control Board PV 2578 15 001 Fees 1,996.00 Payment Number 2295 14 1,996.00 2295 15 121512014 State Water Resources Control Board PV 2578 17 001 Fees 1,996.00 Payment Number 2295 15 1,996.00 22951 6 121512014 State Water Resources Control Board PV 2578 18001 Fees 1,996.00 Payment Number 2295 16 1,996.00 2295 17 121512014 State Water Resources Control Board PV 25782 1 00 I Fees 1,996.00 Payment Number 2295 17 1,996.00

R5504424 Alameda County Water District 12/4/201415:17:45 Version AWDOOI Audited Demands - Automated Payments Page II Check Dates: - 12/5/2014-12/5/201 4 Check Check Document Document Purchase Order Number Date Pa ee T}'Ee Number Number Classifi cati on Descrietion Amount 2295 18 12/5/20 14 State Water Resources Control Board PV 257823 00 I Fees I,996.00 Payment Number 2295 18 I,996.00 2295 19 12/5/20 14 State Water Resources Control Board PV 257824 00 I Fees 1,996.00 Payment Number 22951 9 1,996. 00 229520 12/5/20 14 State Water Resources Control Board PV 25 7825 00 1 Fees I,996. 00 Payment Number 229520 I,996.00 22952 1 12/5/20 14 State Water Resources Control Board PV 257827 00 1 Fees 1,996.00 Payment Number 229521 1,996.00 229522 12/5/20 14 State Water Resources Control Board PV 257828 00 I Fees 1,996.00 Payment Number 229522 1,996.00 229523 12/5/20 14 State Water Resources Control Board PV 257833 00 I Fees I,996. 00 Payment Number 229523 I,996.00 229524 12/5/20 14 State Water Resources Contro l Board PV 25783 5 00 I Fees I,996.00 Payment Number 229524 I,996.00 229525 12/5/20 14 State Water Resources Contro l Board PV 257836 00 I Fees 1,996.00 Payment Number 229525 I,996.00 229526 12/5/20 14 State Water Resources Control Board PV 257838 00 I Fees I,996. 00 Paymen t Number 229526 I,996.00 229527 12/5/20 14 State Water Resources Control Board PV 257839 00 I Fees II,497.00 Payment Number 229527 II,497. 00 229528 12/5/20 14 Steven K Schaffer P2 25 73 76 00 I 00051890 Professional Services Consulting Services 7,507.50 Payment Number 229528 7,507.50 229529 12/5/2014 SunState Equipment Co P2 2576 10 00 I 00051 927 Equipment Rental Equipment Rental Services 566.78 P2 25 7808 00 1 00051996 Equipment Rental Equipment Rental Services I,636.57 P2 25 7809 00 1 0005 1996 Equ ipment Rental Equipment Rental Services I,657.79 Payment Number 229529 3,86 1. 14 229530 12/5/20 14 Teledyne lnstnun ents Inc P2 257360 00 I 0005 1054 Equi p Sales and Se1v ice Services - Contractor 600.00 P2 257360 002 0005 1054 Equi p Sales and Se1v ice sda-oring,2-0 14-ss5 200.56 P2 257360 003 0005 1054 Equip Sales and Se1v ice sda-oring, 2-0 18-ss5 11 2.27 P2 257360 004 0005 1054 Equi p Sales and Se1v ice sda-ori ng,2-022-ss5 97.0 1 P2 257360 005 0005 1054 Equip Sales and Se1v ice sda-beam splitter, m 14 1.70 P2 25 7360 006 0005 1054 Equip Sa les and Se1v ice Rev. No. I sda-assy lamp 273.59 P2 257360 007 0005 1054 Equip Sa les and Se1v ice Rev. No. I sda-oring, 2-122, 62.13 P2 257360 008 0005 1054 Equip Sa les and Service Rev. No. I sda-filter element 5.45 Payment Number 229530 1,492.7 1

R5504424 Alameda County Water District 12/4/20 14 15: 17:45 Version AWDOO I Audited Demands - Automated Payments Page 12 Check Dates:- 12/512014-12/5/20 14 Check Check Document Document Purchase Order Number Date Pa ee T;tEe Number Number Classification Description Amount 22953 1 12/5/20 14 Trench Plate Rental Co P2 257369 00 I 00051 849 Equipmen t Rental Trench Plate Rentals 89 1. 52 P2 257370 00 I 00051 850 Equipment Renta l Trench Plate Rentals 11 3.40 Payment Number 22953 1 1,004.92 229532 12/5/20 14 TmstPointe Inc P2 257736 00 I 0005 1830 Services Employment Background Checks 176.40 Payment Number 229532 176.40 229533 12/5/20 14 URS Corporation P2 257779 001 000462 18 Professional Services Services - Professional 4,742.50 Payment Number 229533 4,742.50 229534 12/5/2014 US Postmaster PV 2578 12001 Fees 5,000.00 Payment Number 229534 5,000.00 229535 12/5/2014 Va lley Oil Co P2 257650 00 I 00051 960 Gas I Oil I Compr Air Motor Oi l 1,477.60 Payment Number 229535 1,477.60 229536 12/5/20 14 Verizon Wireless PV 257868 00 1 Uti lity 2,429.02 PV 257869 001 Utili ty 2,894.96 Payment Number 229536 5,323.98 229537 12/5/20 14 Vista Universal, Inc. P2 25736 1 00 I 00051 5 18 Building Maintenance Revision No. I Rubber Dam 53 1.75 Payment Number 229537 531.75 229538 12/5/20 14 Wagner Process Equipment Inc P3 257387 00 1 0005 1679 Parts & Materials PULSATION DAMPENER 1,403.92 P3 257387 002 0005 1679 Parts & Materials Inventory Freight Expense 37.84 Payment Number 229538 I,441.76 229539 12/5/20 14 Xerox Direct P2 257775 00 1 00051978 Office Equip Sales and Service Xerox Printer/Copier 1,761.60 P2 257776 00 1 00051978 Office Equip Sales and Service Xerox Pri nter/copier 2,177.6 1 P2 257778 00 1 0005 1978 Office Equip Sales and Service Xerox Printer/Copier 2,409.03 Payment Nu mber 229539 6,348.24 Grand Total 2,829,062.52

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~

R5504424 Alameda Coun ty Water Distri ct 12/1 1120 14 14: 10:44 Version AWDOOI Audited Demands- Automated Payments Page I Check Dates: - 121121201 4-121121201 4 Check Check Document Document Purchase Order Number Date Pa ee T;tee Numbe r Number Classi fi cati on Descrietion Amount 229540 12112120 14 A irgas NCN Inc P2 257924 001 00052062 Gas I Oil I Compr Air Laboratory Gases 498.90 P2 257925 00 I 00052062 Gas I Oil I Compr Air Laborat01y Gases 485.63 P2 258037 001 00052047 Gas I Oil I Compr Air Air fo r Lab Test 14.22 P2 258038 001 00052049 Gas I Oil I Compr Air Air fo r Lab Test I 3.35 Payme nt Number 229540 1,0 12. 10 229541 I 2/1212014 Alameda County Chapter- CSDA PV 257974 00 I Memberships Dues-7 I I I I 4-61301 I 4 50.00 Payme nt Number 22954 I 50.00 229542 I 2112120 14 Alameda County Waste Mgmt Authori ty PV 257977 001 City I County I GOV Nov 20 I 4 Facility Fees 2,445.23 Payme nt Number 229542 2,445.23 229543 I 2112120 14 Apple One Employment Services PV 257953 00 I Temp Setvices I,242.24 PV 257954 001 Temp Services 2,9 I 6.48 PV 257955 00 I Temp Setv ices 2, I 87.36 PV 257956 00 I Temp Setv ices 2,9 I 6.48 PV 257957 00 I Temp Setv ices 4,094. I 5 PV 258053 001 Temp Services 1, 159.20 PV 258054 001 Temp Services I,544.80 PV 258055 00 I Temp Setv ices 2,55 1.92 Payment Nu mber 229543 I 8,6 I 2.63 229544 I 2112120 14 AS Jrepro.com P2 257894 001 0005205 1 Printing Reproduction Services 555.36 P2 257895 00 I 00052052 Printing Reproduction Services 86. I I P2 257896 001 00052053 Printing Reproduction Services 52.32 P2 258004 001 00052093 Printing Reproduction Setvices 168.03 P2 258034 00 1 00052036 Printing Reproduction Services 95.07 Payment Nu mber 229544 956.89 229545 I 2112120 I 4 Associated Ri ght of Way Services Inc P2 258036 00 I 0005 1422 Services Appraisal Services 6,000.00 Payment Number 229545 6,000.00 229546 I 2112120 I 4 AT&T PV 258059 00 I Telecommunications C6073 16755777 5,488.58 Payment Number 229546 5,488.58 229547 I 211 212014 Bank of Sacramento PV 258056 00 I Financial Services 44,365.68 PV 258064 00 1 Financial Services 28,078.27 Payment Number 22954 7 72,443.95 229548 I 2112/20 I 4 Blocka Constntction Inc P2 257934 001 0005 1807 Construction Services T P2 Power Facil ity Turbine 144,685.00 Payment Number 229548 144,685.00 229549 12112120 14 Borges & Mahoney Co P3 257973 00 I 00051676 Parts & Materials MEC HAN ICAL SEAL 34.55 P3 257973 002 0005 1676 Parts & Materi als lnvent01y Freight Expense 9.99 Payment Number 229549 44.54 229550 12112120 14 State of Californi a PV 257980 00 I City I County I GOV Contract # I 60 I 59 24,359.00 PV 25798 I 00 I City I County I GOV Contract # I 60 I 59 3,847.00

R5504424 Alameda County Water District 12/ 11/20 14 14:10:44 Version A WDOO I Audited Demands- Automated Payments Page 2 Check Dates: - 12/12/20 14-12/12/20 14 Check Check Document Document Purchase Order Number Date Pa ee T;tEe Number Number Classification DescriEtion Amoun t PV 257982 00 I City I County I GOV Contract # 160 159 228,855.00 PV 257983 00 1 City I County I GOV Water Supply Contract 6,5 16.62 Payment Number 229550 263,577.62 22955 1 12/12/20 14 Cali fornia UST Services P2 257914 00 1 00052024 Services Moni toring System Testing 160.00 P2 257916 00 1 00052024 Services Moni toring System Testi ng 800.00 Payment Number 22955 1 960.00 229552 12/12/20 14 CalPERS Long Tenn Care Program T7 258049 00 I Employee Benefits EE deduct PR 12/1 1/14 59 1.66 Payment Number 229552 59 1.66 229553 12/ 12/20 14 California Association of PV 257949 001 Membershi ps 225.00 Payment Number 229553 225.00 229554 12/12/20 14 Cargill Inc PV 257975 00 I Fees 300.00 Payment Number 229554 300.00 229555 12/ 12/20 14 Carmen Group Incorporated P2 258040 00 1 00048979 Professional Services Services - Professional 700.00 Payment Number 229555 700.00 229556 12/12/20 14 N Hanis Computer Corporation P2 25803 1 00 I 00048760 Software Sales & Support Services - Professional 5,78 1.25 P2 258033 00 I 00048760 Software Sales & Support Services - Professional 6,845.00 P2 258047 00 I 00052056 Software Sales & Support Cayenta Uti lities 70,343.23 P2 258047 002 00052056 Software Sales & Support Un iface Runti me 7,459.05 P2 258047 003 00052056 Software Sales & Support Cognos 8 Report Software 5,4 12.16 Payment Nu mber 229556 95,840.69 229557 12/ 12/20 14 COW Government Inc P2 258022 00 I 0005 1855 Software Sales & Support Polycom Soundsta ti on 2W I,673.3 2 P2 258022 002 0005 1855 Software Sales & Support Soundsta tion 2W Li-lon Battery 54:43 P2 258022 003 0005 1855 Software Sales & Support Office Supplies 19.98 P2 258023 00 I 00049097 Software Sales & Support Computer Supplies 2,303.60 P2 258024 00 1 00049007 Software Sales & Support Computer Supplies 34 1.99 P2 258028 00 I 0005 1579 Software Sales & Support Microsoft Visio Professional 3,808.56 P2 258028 002 0005 1579 Software Sales & Support Microsoft Remote Desktop 2,0 16.00 P2 258029 00 1 0005 1650 Software Sales & Support Xerox 3 Year On-Site I,945.89 P2 258030 00 I 0005 1650 Soft\vare Sales & Support Xerox Phaser 7500 Color 2,738.04 P2 258030 002 0005 1650 Software Sales & Support Freight 179:46 Payment Number 229557 15,08 1.27 229558 12/ 12/20 14 CJ Mac hine Products P2 257968 00 I 0005208 1 Equip Sales and Service. Machine Labor/ Parts 450.00 Payment Number 229558 450.00 229559 12/ 12/20 14 Command Securi ty Corporati on P2 258039 00 I 000520 19 Securi ty Securi ty Guard Services 10, 168.30 Payment Number 229559 I 0, 168.30 229560 12/ 12/20 14 Dave Kelly Trucking P2 258020 001 00052063 Services Truck Hauling Services 7,007.70 Payment Number 229560 7,007.70

R5504424 Alameda County Water District 12/1 11201414:10:44 Version A WDOO I Audited Demands- Automated Payments Page 3 Check Dates: - 1211212014-12/121201 4 Check Check Document Document Purchase Order Number Date Pa ee T;tEe Number Number Classification Descri(!ti on Amount 22956 1 12/1212014 Dell Marketing LP P2 258008 001 0005 1665 Computer Sales & Support Dell Laptop Latitude 14 5000 1, 114.56 P2 258008 002 0005 1665 Computer Sales & Support Dell Laptop Latitude 14 5000 407.00 P2 258044 001 0005 1854 Computer Sales & Support Accessory - E-Port Plus Port 959. 15 P2 258044 002 0005 1854 Computer Sales & Support Accessory- Top Load Carrying 366. 16 P2 258044 003 0005 1854 Computer Sales & Support Accessory- 90 Watt Adapter 6 10.32 P2 258045 00 I 00050284 Computer Sales & Support Prec ision T I 700 210-AAJV 2,280.01 P2 258046 001 0005 1578 Computer Sales & Support Dell 27" Monitor- U27 13H I,700.36 P2 258046 002 0005 1578 Computer Sales & Support State Environmental Fee 8.00 Payment Number 22956 1 7,445.56 229562 12/1212014 Dun-Rite Excavating Inc P2 258035 001 0005 1259 Constructi on Services Asphalt Pavement Replacement 117,770.3 1 Payment Number 229562 11 7,770.3 1 229563 12/1212014 EMA Inc P2 258042 001 000485 13 Professional Services Services - Professional 6,3 15.00 Payment Number 229563 6,3 15.00 229564 1211212014 ERS Industri al Service Inc 1'2 25801 7 001 0005 1526 Services Media Skimming Service 5,474.75 Payment Number 229564 5,474.75 229565 12/1212014 ExtraTeam Inc P2 25801 8 001 0005 1638 Software Sales & Support DIN Rail Mount For Compact Swi 236.09 Paymen t Number 229565 236.09 229566 1211212014 Ferguson Enterprises Inc # 1423 P3 257'! 17 001 0005 1828 Parts & Materials 12" SO WELD FLA NGE CLASS E 7 13.95 Payment Number 229566 7 13.95 229567 12/1212014 Fremont Minuteman Press P2 257969 00 I 00052085 Printing Printing Services 3 10.68 P2 257970 00 I 00052086 Printing Printing Services 443. 12 P2 257999 001 00052087 Printing Printing Services 240.29 Payment Number 229567 994.09 229568 12/1212014 Fremont Urgent Care Center P2 258014 00 1 00052026 Services Employee Health Screeni ng 164.00 P2 25801 5 001 00052026 Services Employee Health Screening 246.00 P2 25801 6 001 00052026 Services Employee Health Screening 164.00 Payment Number 229568 574.00 229569 1211212014 City of Fremont PV 257979 00 I City I County I GOV 260.70 Payment Number 229569 260.70 229570 12/1212014 General Metal Fab. P2 257922 001 00052022 Parts & Materi als Sheet Metal Fabricati on 11 0.00 Payment Number 229570 11 0.00 22957 1 12112120 14 Gexpro P2 257893 001 0005 1682 Parts & Materials Weed Fiber Optic Interface 3,9 10.92 P2 257893 002 0005 1682 Parts & Materials Weed 1201240 VAC Power Supply 332.45 P2 257893 003 00051682 Parts & Materials Weed Electrical In terface 577.70 Payment Number 22957 1 4,82 1.07 229572 12/12120 14 Global Di ving & Salvage Inc. P2 257899 001 0005 1815 Services Demobili zati on of Emergency 35,396. 18 Paymen t Number 229572 35,396. 18

R5504424 Alameda County Water District 12/1 1/201414: 10:44 Version AWDOO l Audited Demands - Automated Payments Page 4 Check Dates: - 12/ 12/2014-12112/20 14 Check Check Document Document Purchase Order Number Date Pa ee Tyee Number Number Classifi cati on Descrietion Amount 229573 12112/20 14 Golden Gate Systems P2 258012 00 I 00051771 Office Supplies Xerox 78 00 Waste Toner 93.52 P2 2580 12 002 0005 177 1 Office Supplies Xerox 3250 Black Toner 446.90 P2 258012 003 0005 177 1 Office Supplies Freight 15.00 Payment Number 229573 555.42 229574 12/12/20 14 Gregg Drilling & Testing, Inc. P2 257944 001 0005 1576 Services Drilling Services I 02,989.50 Payment Nu mber 229574 I 02,989.50 229575 12112/20 14 Hac h Company P2 257986 001 000518 12 Laboratory Pocket Colorimeter II Chl orine 1,739.64 P2 257986 002 0005 18 12 Laboratory Small Tools/Operating Supplies 66.39 Payment Number 229575 1,806.03 229576 1211 2/2014 Harrington Industri al Plastics LLC P2 257929 00 1 00052008 Parts & Materials Mechanical Parts 698.99 P2 257930 00 I 00052004 Parts & Materials Mechanical Parts 293.79 Payment Number 229576 992.78 229577 12/ 12/20 14 Hertz Equipment Rental P2 2579 13 001 00050584 Equipment Rental Light Trailer Rental 380.41 Payment Number 229577 380.41 229578 12112/20 14 Heusser Neweigh LLC P2 25 7943 001 00052061 Services Pipettes/Thennometers Cal 627.50 P2 257943 002 00052061 Services Services - M isc 10.00 Payment Number 229578 637.50 229579 12/ 12/20 14 Hose & Fittings, Etc. P2 257909 001 00051997 Parts & Materials Hose & Fittings Etc 108. 18 P2 257928 00 I 00052014 Parts & Materials Hose & Fittings Etc 11 8.6 1 Payment Number 229579 226.79 229580 12/ 12/20 14 lmpri vata Inc P2 25 8007 00 I 00051661 Software Sales & Support OneSign Premium Maintenance 5,297.40 Payment Number 229580 5,297.40 22958 1 12/ 12/20 14 Iron Mountain P2 258005 00 I 00052096 Setv ices Offsite Tape Vaulting 392.8 1 P2 258043 00 I 00052025 Services Offsite Tape Vaulting 513.91 Payment Number 22958 1 906.72 229582 12/ 12/20 14 I WT/Cargo-Guard P3 258052 00 I 00051 89 1 Parts & Materia ls. 3' X 5' DIRT BAGS 3,8 15.00 P3 258052 002 00051 89 1 Parts & Materials Inventory Freight Expense 585.00 P3 258052 003 00051 89 1 Parts & Materials State/County Sales & Use Tax -227.50 P3 258052 004 00051 89 1 Parts & Materials Local Sales & Use Tax -35.00 P3 258052 005 0005189 1 Pat1s & Materials Transit Tax - 17.50 P3 258052 006 00051891 Parts & Materials BART Use Tax -1 7.50 P3 258052 007 00051 89 1 Parts & Materials Health Care Services Tax -17.50 Payment Number 229582 4,085.00 229583 12/12/20 14 Johnson Service Group Inc PV 257946 001 Temp Setv ices I,507.68 PV 257947 001 Temp Setvices 1,926.27 Payment Number 229583 3,433.95

R5504424 Alameda County Water Di stri ct 12/11 /20 14 14:10:44 Version A WDOO I Aud ited Demands - Automated Payments Page 5 Check Dates: - 12/12/2014-12112/20 14 Check Check Document Document Purchase Order Number Date Pa ee T;t[Je Number Number Classification Descri[Jtion Amount 229584 12112/20 14 Joshua P. Peterson P2 258009 001 0005 1962 Software Sales & Support Consult ing Services 200.00 Payment Number 229584 200.00 229585 12/12/20 14 Katz & Associates Inc P2 257966 00 I 00047736 Pruf~ ssiona l Services Services - Contractor 725.00 Payment Number 229585 725.00 229586 12/ 12/20 14 Ke ll y-moore Paint Company, Inc P2 257906 00 1 0005200 1 Parts & Materials Paint Supplies 11 8.83 P2 257907 00 I 0005200 1 Parts & Materials Paint Supplies 197.27 P2 257908 00 I 00052003 Parts & Materials Paint Suppli es 36.22 Payment Number 229586 352.32 229587 12/ 12/20 14 Lega!Shield T7 25805 1 001 Empl oyee Benefits EE deduct PR 1211 1114 758.45 Payment Number 229587 758.45 229588 12112/20 14 The Lipman Company T7 258048 001 Professional Services PL# l25 PR 12/ 11 / 14 5,889.80 Payment Number 229588 5,889.80 229589 12112/20 14 Lone Tree Trucking Inc P2 25793 1 001 00052040 Parts & Materials Di sposa l-wtp Solids I,035.00 Payment Number 229589 1,035.00 229590 12/12/20 14 Maveri ck Networks Inc P2 257939 001 00051 8 16 Telecommunications Mite! lncidentials 237.50 P2 257940 001 00051816 Telecommunications Mite! lncidentials 1,6 15.00 P2 25794 1 001 000518 16 Telecommunications Mite! lnc identials 665.00 P2 257942 001 00051816 Telecommunications Mite! lncidentials I,520.00 Payment Number 229590 4,037.50 229591 12/ 12/2014 McGuire & Hester P2 257967 00 I 00047959 Professional Services Se1v ices - Professional 842,947.92 Payment Number 22959 1 842,947.92 229592 12112/2014 Milpitas Materials Co P2 257984 001 00052066 Parts & Materials Backfill Material 508.60 P2 257988 001 00052064 Parts & Materials Backfill Material 606.47 P2 257990 00 I 00052065 Parts & Materials Backfill Material 388. 19 P2 257992 00 1 00052067 Parts & Materials Backfi ll Material 403.42 P2 257993 00 I 00052068 Parts & Materials Backfill Material 394.92 P2 257994 00 I 00052069 Parts & Materials Backfill Material 420.42 P2 257995 00 I 00052070 Parts & Materials Backfi ll Material 388. 19 P2 257996 001 0005207 1 Parts & Materials Backfi ll Material 589.47 P2 257997 00 I 00052072 Parts & Materials Backfill Materia l 380.4 1 P2 257998 00 I 00052073 Parts & Materials Backfi ll Material 606.47 Payment Number 229592 4,686.56 229593 12/ 12/2014 Nat ional Conso li dated Couri ers Inc P2 258000 00 I 00052088 Se1vices Mai I Couri er Se1vice 979.61 Payment Number 229593 979.6 1 229594 12112/20 14 Off Site Records Management LLC P2 257898 00 I 00052034 Services Records storage/destn1ction! 739.14 Payment Number 229594 739. 14 229595 12/ 12/2014 Operating Engi neers Local No 3 T7 258050 00 I Employee Benefits Members dues PR 12/1 1/ 14 6, 136.00

R5504424 Alameda County Water Di strict 12111 120 14 14:10:44 Version A W DOO I Audited Demands - Automated Payments Page 6 Check Dates: - 12112120 14 - I 2112120 14 Check Check Document Document Purchase Order Number Date Payee Type Number Number Classification Descri[ltion Amount Payment Number 229595 6, 136.00 229596 1211212014 Oracle America Inc P2 258025 00 I 00049025 Software Sales & Support Computer Services 24,089.0 1 Payment Number 229596 24,089. 01 229597 1211212014 Pacific Gas & Electric Co PV 257989 00 I Uti lity 5600680 I 14-8 22,437.38 Payment Number 22 9597 22,437.38 229598 12112120 14 Pacifi c Gas & Electric Co PV 257991 00 I Utility 6022620803-5 2 13,300.93 Payment Number 229598 2 13,300.93 229599 12112120 14 Pacific Gas & Electric Co P2 258010 00 1 0005 1979 Utility 20 14 Washer Rebate Program 22,420.00 Payment Number 229599 22,420.00 229600 1211212014 Pape Machine1y Inc P2 2579 10 001 0005 1992 Equ ip Sales and Service Auto Parts and Repairs 26.98 P2 25791 1 00 1 0005 1993 Equip Sales ami Service Auto Pa11s and Repairs 34.60 Payment Number 229600 61.58 22960 1 1211212014 PCM-G P2 258026 001 00051021 Office Equip Sales and Service MS Surface Pro Ext. Warranty 2 19.00 P2 258027 00 I 0005 102 1 Office Equip Sales and Service MS Surface Pro Tablet 1,960.91 P2 25802 7 002 00051021 Office Equip Sales and Service MS Surface Pro Recycling fee 3.00 P2 258027 003 0005 102 1 Office Equip Sales and Service MS Surface Pro Cover Blk 107.93 Payment Number 22960 1 2,290.84 229602 1211212014 Peterson P2 257905 00 1 0005199 1 Equipment Rental 2yr Maintenance Agreement 145.98 Payment Number 229602 145.98 229603 1211212014 PFM Asset Management LLC P2 258063 00 I 00052090 Professional Services Professional Services 6,44 I. 13 Payment Number 229603 6,44 1.1 3 229604 1211212014 Pl att.com P2 25 7987 001 00052082 Materials Electrical Supplies 1,859.8 1 Payment Number 229604 1,859.8 1 229605 1211212014 Power Engineers Inc P2 257965 00 I 00050429 Services Cityworks Implementation 880.8 1 P2 257965 002 00050429 Services Cityworks Imp lementation 680.00 P2 257965 003 00050429 Services Cityworks Imp lementation 10,984.7 1 Payment Number 229605 12,545.52 229606 12112120 14 Precision Balancing Service P2 25792 1 00 I 00052020 Services Technical Services 525.00 Payment Number 229606 525.00 229607 12112120 14 R & D Technical Services PV 257950 00 1 Temp Se1v ices 583.20 PV 25795 1 001 Temp Services 583.20 Payment Number 229607 1, 166:40 229608 1211212014 Republic Services #916 P2 257903 00 I 0005 1986 Waste I Recycl ing I Garbage Garbage Service 2,487.00 P2 257937 00 I 00052059 Waste I Recycling I Garbage Garbage Service 546. 10 P2 25 7938 00 I 00052060 Waste I Recycling I Garbage Garbage Service 496.51

R5504424 Alameda County Water District 12/1 1/2014 14:10:44 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 P2 25806 1 001 00052099 Waste I Recycling I Garbage Garbage Service 546. 10 Payme nt Number 229608 229609 I 2/ 12/201 4 Roberts & Bnme P2 257936 001 0005 1063 Pa11s & Materials I 7/8" Iron Pipe Drill Bit I,070.38 4,075.7 I Payme nt Number 229609 1,070.38 2296 10 I 2/ 12/201 4 ShareSquared Inc P2 257964 001 00051226 Computer Sales & Support SharePoin t Implementation 2 I,000.00 Payme nt Number 2296 I 0 2 I,000.00 22961 1 12/ 12/2014 Sharp Business Systems P2 258002 001 00052094 Office Equi p Sales and St:rvice Sharp Copier Maintenance 988. 17 P2 258003 001 00052095 Office Equip Sales and Service Sharp Copier Maintenance 893.75 Payme nt Number 2296 1 I 1,88 1.92 2296 12 I 2/12/2014 Sirius Computer Solutions Inc P2 258006 00 1 0004898 1 Software Sales & Support Revision No. 2 - Additional 3,436.72 Payme nt Number 2296 I 2 3,436.72 2296 13 12/12/2014 Slideshow Events PV 257976 001 Services 240.00 Payment Number 2296 I 3 240.00 2296 14 12/12/2014 SRT Consultants P2 257935 00 I 00050972 Services Technical Writing Services 430.00 Payme nt Number 2296 I 4 430.00 2296 15 12/ 12/2014 Steven K Schaffer P2 2580 1 I 001 00052033 Professional Services Consulting Services 7,085.00 Payme nt Number 2296 I 5 7,085.00 2296 16 12/ 12/20 14 TelePacific Communications PV 258060 00 I Telecommunications 1, 108. 13 Payment Number 2296 I 6 1, 108. 13 2296 17 I 2/12/2014 T LC Administrators P2 257897 001 00052037 Services Empl oyee Flex Benefit Program 49.7 1 Payment Nu mber 2296 I 7 49.7 1 2296 18 I 2/12/2014 Tremco Weatherproofin g Technologies P2 257904 001 0005 1407 Building Maintenance Roof Maintenance Renewal & 7,394.00 Payment Number 2296 I 8 7,394.00 229619 I 2/ 12/20 I 4 Uni var USA Inc P2 257932 00 I 00052038 Chemicals Sodium Hypochl ori te I,693 04 P2 257933 00 I 00052039 Chemicals Sodium Hydrox ide 50% NaO H 5,442. 17 Payment Number 2296 19 7, 135.21 229620 I 2/12/20 I 4 US Postm aster PV 257945 001 Fees 2,750.00 Payment Number 229620 2,750.00 22962 1 I 2/12/20 14 Valley O il Co P2 257900 001 0005 1987 Gas I Oil I Compr Air Gasoline/Diesel Fuel 9,650.38 Payment Number 22962 I 9,650.38 229622 12/ 12/20 14 Vasco Road Landfill P2 2579 19 00 1 00052042 Waste I Recycling I Garbage Water Treatment Pl ant Solids 4,223.52 P2 257923 00 I 00052041 Waste I Recyclin g I Garbage Water Treatment Pl ant Solids 224. 16 Payment Number 229622 4,447.68

R5 504424 Version A WDOO I Alameda County Water Di strict Audited Demands - Automated Payments Check Dates: - 12/12/2014-12/12/20 14 12/1 1/201414: 10:44 Page 8 Check Number Check Date Payee Document Type Document Number Purchase Order Number Classification Description Amount 229623 12112/2014 Vista Universal, Inc. P2 257962 001 0005 15 18 Building Maintenance Payment Number 229623 Revision No. I Rubber Dam 2,026.08 2,026.08 229624 12/ 12/2014 XO Communications PV 258058 001 Telecommunicati ons Payment Number 229624 I,034.84 1,034.84 22 9625 12112/2014 Young Life PV 25804 1 001 Materi als Payment Number 229625 196.00 196.00 Grand Total 2, 198,847.00

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

R5504424 Alameda County Water Distri ct 12/19/201 4 9:07:4 Version A WDOO I Audited Demands- Auto mated Payments Page Check Dates: - 12/19/2014-12/1 9/2014 Check Check Document Document Purchase Order Number Date Pa ee ~~ Number Number Classifica tion Description Amount ----- 229628 12/19/2014 ACWAJPIA PV 258253 001 Insurance Jan 2015 Dental & Vision 66,595.61 1-//b/t/ Payment Numbe r 229628 66,595.61 229629 1211 9/2014 Air Systems, Inc. P2 258087 001 00052120 Services HVAC Services 8, 121.00 Pay ment Number 229629 8, 121.00 229630 12/1 9/2014 Allied Auto Stores P2 258088 001 00052 116 Parts & Materials Auto Parts & Supplies 94.95 P2 258089001 0005211 7 Parts & Mate rials Auto Parts & Supplies 96.89 P2 258090001 0005211 8 Parts & Mate rials Auto Parts & Supp lies 15.23 P2 258091001 00052114 Parts & Materials Auto Parts & Supplies 26.33 P2 258092001 00052114 Parts & Materials Auto Parts & Supplies 152.55 P2 258093 001 0005211 3 Parts & Materials Auto Parts & Supp lies 84.58 P2 258094 001 0005211 3 Parts & Mate rials Auto Parts & Supp lies 178.20 P2 258095 001 0005211 3 Parts & Materials Auto Parts & Supplies 38-:-22 P2 258096001 0005211 3 Parts & Materials Auto Parts & Supplies 152.55 P2 258097 001 0005211 3 Parts & Materials Auto Parts & Supplies 166.94 P2 258177001 00052005 Parts & Materials Auto Parts & Supplies 77. 36 P2 258 178 001 00052005 Parts & Materials Auto Parts & Supplies 8 1. 67 P2 25 8179001 00052006 Parts & Materials Auto Parts & Supplies - 16.35 P2 258 180 00 I 00052007 Parts & Materials Auto Parts & Supplies 96.89 P2 258 18 1001 000520 10 Parts & Materials Auto Parts & Supplies 245.88 P2 258 182 00 I 00052009 Parts & Materials Auto Parts & Supplies 80.54 P2 258 183 001 00052011 Parts & Materials Auto Parts & Supplies 245.88 P2 258 184001 0005201 5 Parts & Materials Auto Parts & Supplies 4 11. 62 P2 258 185 001 0005201 6 Parts & Materials Auto Parts & Supplies 96.89 -- Payment Numbe r 229630 2,326. 82 229631 12/19/2014 Aman 'sauto Shop P2 258 134 00 I 00052 134 Vehicle Sales and Service Auto motive Repairs 40.00 Pay ment Numbe r 229631 40.00 229632 12/19/2014 Ampteks Inc P2 258 187 001 0005201 2 Electronic Eq Maintenance Electrical Testing Serv ices 1,500.00 Pay ment Number 229632 1,500.00 229633 12/1 9/20 14 Apple One Employment Services PV 258256 001 Temp Services 695.52 PV 258257 001 Temp Services 926.88 PV 258258 001 Temp Services 1,75 3.40 Pay ment Number 229633 3,375.80 229634 12/ 19/2014 Applied Power Technologies P2 258227 00 1 0005 1500 Services Repair of Power Quality Meter 1,200.00 Pay ment Numbe r 229634 1,200.00 229635 12/1 9/2014 ARAMARK Refreshment Services P2 258 164 00 I 0005209 1 Offi ce Supplies Offi ce Supplies 65 3.20 - Payment Numbe r 229635 653.20 229636 12119/2014 Aramark Uni fo rm Services P2 258 189 00 1 00052076 Uni forms Uniform/Laundry/Li nenserv ice 126.2 1 P2 258 190 00 1 00052076 Uni form s Uniform/Laundry/Li nenservice 19.75 P2 258 191 00 1 00052076 Uniforms Uni form/laundry/li nens ervice 23.04 P2 258 192 001 00052076 Uniforms U ni fo rm/laundry / Li nenserv ice 19.40 P2 258 193 00 I 00052076 Uniforms U n i fonn/lau ndry /LinenServ ice 4 1.74

R5504424 Alameda County Water District 12119/2014 9:07:4 Version A WDOO I Audited Demands - Automated Payments Page Check Dates:- 12/19/2014-12119/2014 Check Check Document Document Purchase Order Number Date Payee ~~ Number Number Classification Descrij)tion Amount P2 258 194001 00052076 Uniforms Uniform/Laundry/LinenService 8.40 P2 258195001 00052076 Uniforms Uniform/Laundry/LinenService 15.00 P2 258197 001 00052076 Uniforms Uniform/Laundry/LinenService 45.48 P2 258198001 00052076 Uniforms Uniform/Laundry/LinenService 19.71 P2 258199001 00052076 Uniforms Uniform/Laundry/LinenService 27.50 P2 258200001 00052076 Uniforms Uniform/Laundry /LinenServ ice 16.50 P2 258202 001 00052076 Uniforms Uniform/Laundry/LinenService 137.73 P2 258203 001 00052076 Uniforms Uniform/Laundry/LinenService 126.21 P2 258204001 00052076 Uniforms Uniform/Laundry/LinenService 19.75 P2 258206001 00052076 Uniforms Uniform/Laundry/LinenService 41.74 P2 258207 001 00052076 Uniforms Uniform/Laundry/LinenService 23.04 P2 258208001 00052076 Uniforms Uniform/Laundry/LinenService 19.40 P2 258209001 00052076 Uniforms Uniform/Laundry/LinenService 8.40 P2 258210001 00052076 Uniforms Uniform/Laundry/LinenService 15.00 P2 258211001 00052076 Uniforms Uniform/Laundry/LinenService 19.71 P2 258212001 00052076 Uniforms Uniform/Laundry/LinenService 45.48 P2 258213 001 00052076 Uniforms Uniform/Laundry /LinenService 16.50 P2 258214 001 00052076 Uniforms Uniform/Laundry /LinenService 27.50 P2 258215001 00052076 Uniforms Uniform/Laundry/LinenService 137.73 Payment Number 229636 1,000.92 229637 12119/2014 ASirepro.com P2 258261001 00052202 Printing Reproduction Services 186.39 Payment Nu mber 229637 186.39 229638 12/1912014 Automatic Controls Engineering Corp P2 258085001 00052121 Services HV AC Service Visits 498.00 Payment Nu mber 229638 498.00 229639 12119/2014 Bay Equipment Sales & Service, Inc. P2 258082001 00052122 Equipment Rental Merchandise and Repairs - 130~80 Payment Number 229639 130.80 229640 12119/2014 Bennett Marine Utility P2 258216001 00052043 Services Chlorination Services I,885.00 P2 258217 001 00052044 Services Chlorination Services I,885.00 P2 258218 001 00052045 Services Chlorination Services I,985.00 P2 258219001 00052046 Services Chlorination Services I,885.00 Payment Number 229640 7,640.00 229641 12/ 19/2014 Blocka Construction Inc P2 258081001 00051807 Construction Services TP2 Power Facility Turbine 205,532.50 Payment Number 229641 205,532.50 229642 12119/2014 Brenntag Pacific Inc P2 258240 001 00052199 Chemicals Citric Acid 2,412.03 Payment Number 229642 2,4 12.03 229643 12119/2014 California Dept offish and Game PY 258249001 City I County I GOY 4,912.25 Payment Number 229643 4,912.25 229644 12119/2014 State of California ~~ PY 258246001 City I County I GOY 104,522.00 Payment Number 229644 104,522.00 229645 12/19/2014 California Generator Service P2 258083 001 00052123 Services Generator Preventive Maint Svc 1,804.59

R5504424 Alameda County Water District 12/19/2014 9:07:4 Version A WDOO I Audited Demands- Automated Payments Page Check Dates: - 12/19/2014-12/19/2014 Check Check Document Document Purchase Order Number Date Pavee Ty..P_e Number_ --~u~ Classification D esc rij~ i o n Amount ----- - Payment Number 229645 1,8o4.59 229646 12/19/2014 Ca li fornia Site Services P2 258084 001 00052 128 Equipment Rental Portable Rental Equipment 75.00 Payment Number 229646 75.00 229647 12/ 19/2014 California UST Services P2 258137 00 1 00052 126 Services Monitoring System Testing 550.00 Payment Number 229647 550.00 229648 12/ 19/2014 Central Maintenance Company P2 258135 001 00052132 Services Janitorial Services 616.00 Payment Number 229648-616.00 229649 12/19/2014 CJ Machine Products P2 258242 001 00052013 Equi p Sales and Service Machine Labor/ Parts 175.00 P3 258173001 0005 146 1 Equip Sales and Se rvice 3/8 "X 120'WIREROPEASSY. 2,310.00 Payment Number 229649 2,485.00 229650 12/19/20 14 Contractor Comp liance and Monitoring P2 258220001 00048002 Professional Se rvices Services- Contractor 300.00 P2 258222001 00048002 Professional Services Services - Professional 250.00 -- -- Pay ment Number 229650 550.00 22965 1 12/19/2014 Cori x Water Products Inc P3 258174 001 00051831 Parts & Materials I" SERVICE COUPLER 356.43 P3 258174 002 00051831 Pa rts & Materials 2" COUPLER CLASS 200 1,609.71 P3 258174 003 00051831 Parts & Materials 2" ANGLESTOPCLASS200 6,389.69 Payment Number 229651 8,355.83 229652 12119/2014 The Covello Group Inc P2 258066001 00047620 Profess ional Services Services- Professional 195.00 Payment Number 229652 195.00 229653 12/19/2014 CVision Techno log ies Inc P2 258233 00 I 00051 8 14 Software Sales & Support Softwa re Maintenance Renewal 1,836.00 Payment Number 229653 1,836.00 229654 12/19/2014 Dale Hardware P2 258228 001 00052029 Parts & Materials Merchandise 5 1. 85 P2 258229001 00052030 Parts & Materials Merchandise 57.70 P2 258230001 00052000 Parts & Materials Merchandise 16.33 P2 25823 1001 00051999 Parts & Materials Merchandise 190. 16 P2 258232 001 00051998 Parts & Materials Merchandise 47.83 P2 258263 001 00052172 Parts & Materials Merchandise 27. 13 P2 258264001 00052173 Parts & Materials Merchandise 9 1.43 P2 258265 001 00052 174 Parts & Materials Merchandise 94.69 Payment Number 229654 577.12 229655 12/19/2014 Du-AII Safety Division P2 258243 001 00048205 Education I Training Education & Training 1,620.00 Payment Number 229655 1,620.00 229656 12/ 19/20 14 Dublin San Ramon Services Dist PV 258250001 Sponso rships 300.00 Payment Number 229656 300.00 229657 12/19/20 14 Edward R Bacon P2 258132 00 I 00052138 Equip Sales and Service Eq ui pment Repair/Materials 1,523.38 Payment Number 229657 I,523.38

R5504424 Alameda County Water District 12/19/2014 9:07:4 Version A WDOO I Audited Demands- Automated Payments Page Check Dates:- 12/ 19/2014-12/19/2014 Check Check Document Document Purchase Order Number Date Payee ])~ Number Number Classification D_e_:;cription Amount 229658 12119/20 14 Ernst& Young LLP PV 258247 001 Professional Services I, 141.00 Payment Number 229658 1,141.00 229659 12119/2014 ExtraTeam Inc P2 258234001 00051563 Software Sales & Support Hitachi Storage Unit 4,640.01 Payment Number 229659 4,640.01 229660 12119/2014 Farwest Corrosion Control Company P3 258175001 00051889 Parts & Materials 32# MAGNESIUM ANODE PACK 3,277.64 P3 258175 002 00051889 Parts & Materials Inventory Freight Expense - 30..,00 Payment Number 229660 3,307.64 229661 12119/2014 Fastenal Company P2 258070001 00052108 Parts & Materials Revision# I - Vending Machine 911.76 P2 258072001 00052109 Parts & Materials Revision# 1 - Vending Mach ine 1,003.65 P3 258176001 00051935 Parts & Materials 3/4"X21/2BRONZEBOLTW/NUT 3,261.28 Payment Number 229661 5, 176.69 229662 12/19/2014 Ferguson Enterprises Inc# 1423 P3 258165001 00052058 Parts & Materials 3/4" ANGLE STOP FLARE 8,910.75 P3 258165 002 00052058 Parts & Materials 2" CURB STOP FIPT 4,363.16 P3 258167 001 00051936 Parts & Materials I 112" POL YETHYLENETUBING 343.35 P3 258167 002 00051936 Parts & Materials 2" POL YETHYLENETUBING 941.76 P3 258168 001 00051370 Parts & Materials I 0" LR STD 90 WELD ELL, SCH 40 1,340.70 P3 258169 001 00051933 Parts & Materials 6" FXFGATE VALVE 9,701.00 P3 258170001 00051365 Parts & Materials I COMPX 3/4 FNPTMETERCOUP 779.35 P3 258171001 00052002 Parts & Materials 6" AC SS BRZ SADDLE TAP I" IPT 1,127.06 Payment Number 229662 27,507. 13 229663 12119/2014 Fiserv P2 258239 001 00052176 Services Electronic Bill Fees 2,067.48 Payment Number 229663 2,067.48 229664 12/19/2014 Fluid Components Inti LLC P3 258166 001 00051680 Parts & Materials FCI FL T93B-ACOO 1,752.25 P3 258166002 00051680 Parts & Materials Inventory Freight Expense 10.97 Payment Number 229664 1,763.22 229665 12/19/2014 Fremont Minuteman Press P2 258151001 00052111 Printing Printing Services 499.62 P2 258152 001 00052201 Printing Printing Services 123.14 Payment Number 229665 622.76 229666 12/ 19/2014 Golden Gate Truck Center P2 258098 001 00052139 Parts & Materials Automotive Parts - 19EU7 P2 258099001 00052140 Parts & Materials Automotive Parts 173.76 P2 258100001 00052141 Parts & Materials Automotive Parts 552.70 Payment Number 229666 917.23 229667 12/19/2014 Gordon N Ball Inc P2 258075001 00050979 Construction Services Repair of Steveson Pond - 92,150.00 P2 258075 002 00050979 Construction Services Change Order No. 1 46,550.00 Payment Number 229667 138,700.00 229668 12/ 19/2014 Granite Rock Company P2 258159 001 00052161 Parts & Materials Backfill Material 3,060.95 P2 258163 001 00052159 Parts & Materials Backfill Material 3,121.10

R5504424 Alameda County Water District 12119/2014 9:07:4 Version AWD001 Audited Demands- Automated Payments Page Check Dates: - 12/19/20 14-12/ 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 229668 6,182.05 229669 12/ 19/2014 Hatton Crane & Rigging, Inc. P2 258150001 00051440 Equip Sales and Serv ice Operation of Crane with 3,250.00 P2 258150002 00051440 Equip Sales and Serv ice 2 Day Crane Rental 900.00 P2 258150 003 00051440 Equip Sales and Service Continge ncy Amount 560.00 Payment Number 229669 4,710.00 229670 12/ 19/20 14 Hill Brothers Chemical Co P2 258131001 00052190 Chemicals Ammonium Hydroxide 4 10.22 -- Payment Number 229670 4 10.22 229671 12119/2014 Hose & Fittings, Etc. P2 258101001 00052 142 Parts & Materials Hose & Fittings Etc 80.11 P2 258102001 00052 143 Parts & Materials Hose & F ittings Etc 84.16 P2 258267001 00052188 Parts & Materials Hose & Fittings Etc 100.06 Payment Number 22967 1 264.33 229672 12/ 19/2014 Imhof Tractor Service Inc P2 258133001 00052135 Services Various Land scape Maintenance 10,000.00 Payment Number 229672 10,000.00 229673 12119/20 14 Industrial Employers & Distributors Assn P2 258143001 00052098 Services Labor Re lations 1,597.46 Payment Number 229673 I,597.46 229674 12119/20 14 InsightSoftware.com Inc PV 258196001 Softwa re Sales & Support 2 1,400.00 Payment Number 229674 21.400.00 229675 12119/20 14 Itron Inc P2 258 148001 00048947 Software Sales & Support Computer Services 673.01 Payment Number 229675 673.01 229676 I2119/20 14 Jense n Tire Service, Inc. P2 258266001 00052 189 Parts & Materials Products/Se rvices 5 13.40 Payment Num ber 229676 5 13.40 229677 12/ 19/2014 John so n Service Group Inc PV 258223 001 Temp Services 3,021.60 Payment Number 229677 3,021.60 229678 12/ 19/2014 Ke lly-moore Paint Company, Inc P2 258104001 00052 146 Parts & Materials Paint Supplies 17.82 P2 258105001 00052 145 Parts & Materials Paint Supplies 81 -:-52 P2 258106001 00052147 Parts & Materia ls Paint Supplies 70.38 P2 258268 001 00052191 Parts & Mate rials Paint Supplies 171.05 Payment Number 229678 340.77 229679 12119/20 14 Kemira Water Solutions Inc P2 258122 001 00052166 Chemicals Ferric Chl oride 5,589.00 Payment Number 229679 5,589.00 229680 12119/20 14 Lehigh Ha nso n P2 258068 00 1 00052 106 Parts & Materials Backfi ll Material 1,061.36 P2 258077001 00052 104 Parts & Materials Backfi ll Material 968.50 P2 258078001 00052 102 Parts & Materia ls Backfi ll Material -7.50 P2 258080001 00052103 Parts & Materia ls Backfi ll Material -7.50 P2 258139001 00052 13 1 Parts & Materia ls Backfill Material 1,444.44 P2 258140001 00052129 Parts & Materia ls Backfil l Material 2,899.71

R5504424 Alameda County Water District 12/19/2014 9:07:4 Version A WDOO 1 Audited Demands - Automated Payments Page Check Dates:- 12/ 19/2014-12/19/2014 Check Check Document Document Purchase Order Number Date Payee I~ Number Number Class ification Description Amount P2 258141001 00052127 Parts & Materials Backfill Material 481.22 P2 258142001 00052119 Parts & Materials Backfill Material 289.95 Payment Number 229680 7,130.18 229681 12/19/20 14 Lone Tree Trucking Inc P2 258123 001 00052164 Parts & Materials Disposai-WTP Solids 750.00 Payment Number. 229681 750.00 229682 12/ 19/2014 Mi lpitas Materia ls Co P2 258158 001 00052162 Parts & Materials Backfill Material 652.26 P2 258162 001 00052160 Parts & Materials Backfill Material 580.97 Payment Number 229682 I,233.23 229683 12/ 19/2014 MVP Repair Service Co P2 258262 001 00052171 Services F ield Testing 2,745.00 Payment Number 229683 2,745.00 229684 12/19/2014 Napa Auto Parts P2 258107 001 00052148 Parts & Materials Auto Parts 18.76 P2 258108 001 00052148 Parts & Materials Auto Parts 17. 10 P2 258109001 00052148 Parts & Materials Auto Parts 17.10 P2 258110001 00052148 Parts & Materials Auto Parts 7.36 P2 258111001 00052149 Parts & Materials Auto Parts 71.57 P2 258112001 00052149 Parts & Materials Auto Parts 25~ 23 P2 258113001 00052150 Parts & Materials Auto Parts 11.66 Payment Nu mber 229684 168.78 229685 1211912014 Network fleet Inc P2 258269001 00052193 Services Fleet Monitoring Devices 2,919.75 Payment Number 229685 2,919.75 229686 12119/2014 Inter. Disposal Corp of Calif. P2 258065 001 00052115 Waste I Recycling I Garbage Revision#! 18,491.49 P2 258245 001 00052101 Waste I Recycling I Garbage Disposal Services 3, 123.11 Payment Number 229686 21,614.60 229687 12/ 1912014 NTS Mikedon LLC P2 258160 001 00052157 Parts & Materials Trench Plate Rental 241.98 P2 258161001 00052158 Parts & Materials Trench Plate Rental 150.00 Payment Number 229687 391.98 229688 12119/2014 Off Site Records Management LLC P2 258155001 00052028 Services Records storage/destruction/ 57.50 P2 258156 001 00052077 Services Records storage/destruction/ 30.00 P2 258157 001 00052130 Services Records storage/destruction/ 50.00 Payment Number 229688 137.50 229689 12/ 19/2014 Virginia Marie Orozco PV 258186 001 Efficient Landscape Rebate 950.00 Payment Number 229689 950.00 229690 12119/2014 Pac ific Coast Trane Service P2 258114 001 00052151 Services Chiller Maintenance Services 2,650.00 P2 258274001 00052196 Services Chiller Maintenance Services 1,650.00 Payment Number 229690 4,300.00 229691 12119/2014 Pape Machinery Inc P2 258115001 00052152 Equip Sales and Service Auto Parts and Repairs 76.23 P2 258116001 00052153 Equip Sales and Service Auto Parts and Repairs - 5~86

R5504424 Alameda County Water District 1211912014 9:07:4 Version A WDOO I Audited Demands- Automated Payments Page Check Dates: - 12119/20 14-1211912014 Check Check Document Document Purchase Order Number Date Pavee ItpJ: Number!:ium~ Classification Q_escr_iption Amount Payment Nu mber 229691 132.09 229692 12/1912014 Peterson P2 258270 001 00052194 Equipment Rental 2y r Maintenance Ag reement 174.99 Payment Number 229692 174.99 229693 1211912014 Power Engineers Inc P2 258205 001 00050429 Services Cityworks Im plementation 559.32 P2 258205 002 00050429 Services Cityworks Implementation 2,040.00 P2 258205 003 00050429 Services Cityworks Implementation 7,422.53 Payment Number 229693 I 0,021.85 229694 12119120 14 PsiNapse Ltd PV 258 188 00 I Temp Services 3,567.44 Payment Number 229694 3,567.44 229695 12119/20 14 Quenvold' ssafe ty Shoemobiles PV 258251 001 Safety 1,692.77 Payment Number 229695 1,692.77 229696 12/1912014 R & D Technical Services PV 258237 001 Temp Services 1,320.00 PV 258241001 Temp Services 777.60 PV 258244 001 Temp Services 950.40 Payment Number 229696 3,048.00 229697 12/1912014 Red Wing Shoe Store PV 258248 00 I Safety I,283.5 I Payment Number 229697 I,283.51 229698 12/19/2014 Reliastar Life Insurance Company PV 258254001 Employee Benefits 528.93 PV 258255 001 Employee Benefits 88 1. 32 Payment Number 229698 1,410.25 229699 1211912014 Road Runner Glass & Mirror Inc P2 258 117 001 00052154 Parts & Materials Maintenance and Repairs 185.00 Payment Number 229699 --- 185.00 229700 1211912014 Salt Unlimited P2 258124001 00052165 Services So lar Salt -Taxable 386.25 P2 258 125001 00052 170 Services Solar Salt - Non-Taxable 386.25 Payment Number 229700 772.50 229701 1211912014 San Francisco Bay Water Board PV 258276 001 City I County I GOY 640.00 Payment Number 229701 640.00 229702 12/19120 14 SchlumbergerCanada Limited P2 2581 36 00 I 00052023 Software Sales & Support Renewal I Year Software 934.15 Payment Number 229702 934.15 229703 12/1 9120 14 Southland Industries P2 25827 1001 00052195 Services AERCO Boiler Maintenance 685.00 P2 258272 001 00052195 Services AERCO Boi ler Maintenance I, 104.00 P2 258273 00 I 00052 195 Services AERCO Boi ler Maintenance 2,748.00 Payment Number 229703-4,537.00 229704 12/19120 14 State Water Contractors PV 258259 001 Me mberships 7,681.00 Payme nt Number 229704 7.681.00

R.5504424 Alameda County Water District 12/ 19/2014 9: 07: 4 Version A WDOO I Audited Demands- Automated Pay ments Page Check Dates:- 1211 9/2014-12/1 9/2014 Check Check Document Document Purcha se Order Number Date Payee T;r12e Number Number Classificatio n D_es.clJIJtion Amount 229705 12119/2014 STILOG, Inc. P2 258 153 001 00051 832 Software Sales & Support Visual Planning Softwa re - 1,550.00 P2 258 154001 00051 832 Software Sales & Support Visual Planning Software 4,140.00 Payment Number 229705 5,690.00 229706 12119/2014 TLC Administrators P2 258 144 001 00052097 Services Employee Flex Benefit Program 270.00 Pay ment Number 229706 270.00 229707 12119/2014 Trench Plate Rental Co P2 2581 38 001 000521 24 Equipment Rental Trench Plate Rentals 510.1 5 Pay ment Number 229707 5 10.15 229708 12/19/2014 City of Union City PV 258236001 City I County I GOY 655.00 Pay ment Number 229708 655.00 229709 12/19/2014 Univar USA Inc P2 258126001 00052167 Chemicals Sodium Hydroxide 50 % NaOH 5,505.60 P2 258 127 001 00052168 Chemical s Sodium Hypochlorite I,853.02 P2 258 129001 00052169 Chemicals Sodium Hydroxide 50 % NaOH 5,416.83 P2 258 130001 000521 87 Chemical s Sodium Hydroxide 50 % NaOH 5,356.21 Pay ment Number 229709 18,131.66 229710 1211 9/2014 US Geological Survey PV 258260001 City I County I GOY 19,5 18.75 Pay ment Number 229710 19,51 8.75 229711 12/19/2014 Valley Oil Co P2 25 8 11 8 001 000521 55 Gas I Oil I Compr Air Gasoline/Diesel Fuel 19,597.24 P2 258119001 000521 55 Gas I Oil I Compr Air Gasoline/Diesel Fuel 16,487.07 P2 258120 001 00052155 Gas I Oil I Compr Air Gasoline/Diesel Fuel 280.00 P2 258 128 001 00052192 Gas I Oil I Compr Air Gasoline/Diesel Fuel -6,025.11 Pay ment Number 2297 11 30,339. 20 2297 12 12/ 19/2014 XO Communications PV 258235 001 Telecommunica ti ons 1, 0 3~.07 Pay ment Number 2297 12 1,035.07 2297 13 12/ 19/2014 ZunZun P2 258 145001 00050461 Profe ssiona I Services Water Conservation 10,500.00 Pay ment Number 22971 3 10,500.00 Grand Total 836,751.64

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 \:

R5504424 Version AWDOOI Alameda County Water Distri ct Audited Demands- Au tomated Payments Check Dates:- 12/29/20 14-12/29/20 14 12/29/20 14 I 0: I 0:02 Page I Check Check Number Date 2297 14 12/29/201 4 Pa ee ACWD Employees Association Document T~ e e T7 Document Number 25855 1 00 I Purchase Order Number Class ification Description Employee Benefits EE Deduct PR 12/26/2014 Payment Number 2297 14 Amount 968.00 968.00 2297 15 12/29/2014 Cal Publi c Employees' Ret irement System PV 2585 17 00 1 Employee Benefits Payment Number 2297 15 32 1,209.47 321,209.47 2297 16 12/29/20 14 Caii'ERS Long Tenn Care Program T7 258553 00 I Employee Benefit s EE Deduct PR 12/26/2014 Payment Number 229716 59 1.66 59 1.66 2297 17 12/29/2014 T he Lipman Company T7 258552 00 I Employee Benefits PL# 125 PR I 12/26/2014 Payment Nu mber 2297 17 5.886.78 5,886.78 2297 18 12/29/2014 UNU M Li fe Insurance Company of Amer PV PV 2585 15 00 1 2585 16 001 Insurance Insurance Dec 20 14 Li fe/ad&d/ltd/std Payment Number 2297 18 19,855. 14 1,487. 15 2 1,3 42.29 Grand Total 349,998.20

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

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. 2013-0076 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

~ 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~ -------.. 360'... 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~ - --.. 22-1 0" 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~ /...--- 41'-12" PVC \ PBO BY CITY'S CON TRACTOR z PARCEL 1 - -- ""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 ;1 ------ I f::eij.end EXHIBIT "A" CITY OF FREMONT CAPITOL AVENUE EXTENSION ACWD #2013-0076 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 8520. DWG I~U. X-1 4E-02

EXHIBIT "B" CURRENT COST WORKSHEET Capitol Avenue Extension PWC 8520 2013-0076 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 $33,902.00 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 ( $ 14,563.00 + $1,043.00 ) I Unit c redit for existing for 1-112" non-res ide ntial meter I x ( ($24,756.00) + ($2,085.00) ) I Unit = $15,606.00 ($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 + $0.00 ---'---- $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, 2015. 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)

EXHIBIT "C" DEVELOPER: City of Fremont WATER SYSTEM TABULATION Development: Capitol Avenue Extension ACWD No.: 201 3-0076 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)

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 16429.1 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. 10-052 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 16429.1 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

BE IT FURTHER RESOLVED, that Resolution No. 10-052, 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

ALAMEDA COUNTY WATER DISTRICT MEMORANDUM DATE: To: FROM: SUBJECT: December 31, 2014 Board of Directors Robert Shaver ~ STAFF REPORT, ACTION CALENDAR ITEMS JANUARY 8, 2015 5.1 * 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, 1986. 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.

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 21030. 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 660011 0031. 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.

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 $97,998.89 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 $71,000.00 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 2014115 is $14,946.76 (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 2014115. 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.)

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 2014115 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 2014115. 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 2014. This amendment to the purchase order should provide adequate funding for security guard services through the remainder of FY 2014/15. 5.6* 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.

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/21 011. 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

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 10038. 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.

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

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

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 8 111 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)

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.

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

OPERATIONS & WATER QUALITY COMMITTEE SUMMARY MINUTES December 15, 2014 4:15p.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 email 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.

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 2015. 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

ATTENDANCE ADMINISTRATIVE & FINANCE COMMITTEE SUMMARY MINUTES December 16, 2014 3:00P.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 2014. 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 10.93 % 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.

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 2003. 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.

ENGINEERING & CAPITAL PROJECTS COMMITTEE MEETING SUMMARY MINUTES Thursday, December 18, 2014 4:15p.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 2015. 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

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 2024-2027. 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 13-011) 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

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

ALAMEDA COUNTY WATER DISTRICT RAINFALL REPORT Fiscal Year 2014-2015 40 35 1/)... 30 :X: u ~ z - 25 -' -' <( u. z ~ 20 0:: a...... 5 15 :::> ::!!: :::> u u <( 10 5 AVERAG E YEAR 18.37 in. W ETTE ST YEAR -+- (1982-1983) 38. 89 in. DRI EST YEA R.... (1975-1976) 7.72 in. - ACTUAL RAIN FALL ; ; ; ;,.. ~ - - -- - - - -- - - -.........-,;.;... '...... -- 0.s... ~.s --:"' '? ~'>4> --:~ '? <-e~ ~7 '? ~,,..o 0~ ~~ '? e<...;<> '? <-~ ~' 'V -"'~"...;"" '? ~.. ~~ '? -"'~4.....;"" '? '>~ ~~ '? MONTHS 1/2/2015 8: 16:52 AM

ALAMEDA COUNTY WATER DISTRICT 2014 AVERAGE DAY WATER PRODUCTION 80.-----------------------------------------------------------------, - We lls Actual 70 Wells Forecast - SFPUC Actual SFP UC Forecast 60 - WTPActual WTP Forecast c (!) ~ ~ c w ~ w ~ 50 40 30 - Desai Actu al Desai Forecast li5!ie!i 20% Annual Conservation - o rig inal 2014 Forecasted Production 20 10 0 ') ~ ~ ts ~ ~ "<. ~. ':) ~ ':) ~ "<, - 0 (J 0 ~ ~ () QQJ

ALAMEDA COUNTY WATER DISTRICT GROUNDWATER RECHARGE REPORT FISCAL YEAR 2014-2015 7,000 6,000 5,000-3l 4,000 IL.... <II CJ <( 3,000 2,000 1,000 0 -'----' ~.s '\(-vo; 0(8 0()- ~0~ <:J'v ~fl}~ «.e9 ~1 "<"-<:<' ~fl}~ ~'>~ Ill Total Local Runoff SWP Import Ill Recharge

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 $ 1,131,045.00 $ 1,131,045.00 $ 1,131,045.00 10,362,838.01 10,364,714.75 10,362,838.01 1.18 10.!B 67 1 0.206 0.251 Passbook/Checking 5,325,362.04 5,325,362.04 5,325,362.04 5.56 1 0.002 Subtot al 16,819,245.05 16,821,121.79 16,819,245.05 PFM Managed Account Summary U.S. Treasu ry Bon d I Note 22,365,000.00 22,706,684.31 22,756,061.33 23.78 971 0.950 Municipal Bond I Note 3, 760,000.00 3, 792,062.10 3, 766,598.00 3.94 986 1.670 Federal Agency Bond I Not e 23,275,000.00 23,412,758.80 23,471,968.09 24.52 872 0.940 Corporat e Not e 20,650,000.00 20,891,143.54 20,974,846.85 21.91 931 1.300 Certificat e of Deposit 5, 050,000.00 5,045,316.88 5, 0 50,000.00 5.28 507 0.720 Subtotal 75,100,000.00 75,847,965.63 76,019,474.27 Tot al Unrestricted Fund s 91,919,245.05 92,669,087.42 92,838,719.32 Restricted Funds: 2009 Refunding Bond Passbook/Checking 124,094.97 124,094.97 124,094.97 0.13 1 Fed era l Age ncy Bond 2, 700,000.00 2,727,621.00 2,750,203.13 2.87 334 0.293 Subtotal 2,824,094.97 2,851,715.97 2,874,298.10 2012 Acquisition Fund CAMP 883.48 883.48 883.48 0.00 1 0.060 Subtot al 883.48 883.48 883.48 Tot al Restricted Funds 2,824,978.45 2,852,599.45 2,875,181.58 Total Portfolio $ 94,744,223.50 $ 95,521,686.87 $ 95,713,900.90 100.00% 725 0.883 "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. ~~~ 12-13-11 M ICHAEL D. YEE, BUDGET & FIN ANCIAL A Jvj, '0/Ji T:\AA AK\Cash - lnvestment\ FY1415\14PORTFOLI0 MANAGEM ENT 12/ 18/2014 10:02 AM

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 033963959 033963959 G/F-CD/BANK OF THE WEST 11 /13/201 3 141,045.00 141,045.00 274092000 274092000 INSTALLERS REIMB. FD-CD/FREMNT 01 /23/2014 990,000.00 990,000.00 Subtotal and Average 1,131,045.00 1,131,045.00 141,045.00 0.250 990,000.00 0.200 1,131,045.00 546 163 0.250 05/13/2015 365 53 0.200 01 /23/2015 --------- 388 67 0.206 LAIF/CAMP 528-00 528-00 G/F-CAMP 10,359.45 10,359.45 90-01-001-A 90-01-001-A G/F-LAIF 10,283,727.32 10,285,591.60 90-01-00 1-B 90-01-001 -B CONSUMER GUAR. FD-LAIF 68,751.24 68,763.70 Subtotal and Average 10,362,838.01 10,364,714.75 10,359.45 0.050. 10,283,727.32 0.251 68,751.24 0.251 10,362,838.01 1 1 0.050 1 1 0.251 1 1 0.251 ----- ---- 1 1 0.251 Passbook/Checking 604004713 604004713 G/F-BANK OF WEST CHECKING 07/01 /2014 2,088,334.87 2,088,334.87 026576488 026576488 G/F-BANK OF WEST CUSTOMER REFU -11,797.56-11,797.56 604015347 604015347 G/F-BANK OF WEST EFT CKING 07/01 /2014-71,429.18-7 1,429.18 028182311 028182311 G/F-BANK OF WEST INV TRADE 07/01 /2014 2,382,606.66 2,382,606.66 604022806 604022806 G/F-BANK OF WEST PAYROLL 07/01 /2014-5,274.45-5,274.45 027977405 027977405 G/F-BANK OF WEST SP HR ACCT 07/01 /2014 5,000.00 5,000.00 604022673 604022673 G/F-BANK OF WEST WARRANTS 07/01/2014 9,938.82 9,938.82 7020016919 7020016919 G/F-UNION BANK CHECKING 07/01 /2014 611,740.68 611,740.68 604252585 604252585 INSTALLERS RE IMB. FD-BOW PSB 233,336.44 233,336.44 604004010 60400401 0 STORAGE CONN.NH-BOW CKING 07/01/2014 0.00 0.00 604007872 604007872 CONSUMER GUAR. FD-BOW CKING 07/01 /2014 82,905.76 82,905.76 Subtotal and Average 5,325,362.04 5,325,362.04 Total and Average 16,819,245.05 16,821 '121.79 2,088,334.87-11,797.56 0.001-71,429.18 2,382,606.66-5,274.45 5,000.00 9,938.82 611,740.68 233,336.44 0.050 0.00 82,905.76 5,325,362.04 -- 16,819,245.05 1 1 0.000 1 1 0.001 1 1 0.000 1 1 0.000 1 1 0.000 1 1 0.000 1 1 0.000 1 1 0.000 1 1 0.050 1 1 0.000 1 1 0.000 --------- 1 1 27 5 0.002 0.169 Run Date: 12/15/201 4-16:12 Portfo lio PROD cc PM (PRF _PM2) 7.3.0 Report Ver. 7.3 5

& I Managed Account Summary Statement For the Month Ending November 30, 2014 ALAMEDA COUNTY WATER DISTRICT- 03066100 Transaction Summary - Managed Account Opening Market Value $75,702,000.91 Maturities/Calls 0.00 Principal Dispositions 0.00 Principal Acquisitions 0.00 Unsettled Trades 0.00 Change in Current Value 145,964.72 Closing Market Value $75,847,965.63 Cash Transactions Summary - Managed Account Maturities/Calls 0.00 Sale Proceeds 1,943,188.50 Coupon/ Interest/Dividend Income 145,430.42 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 147,801.09 Closing Cash Balance $0.00 Less Purchased Interest Related to Interest/ Coupons (21, 178.67) Plus Net Realized Gains/ Losses 2,944.08 Total Cash Basis Earninqs $129,566.50 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 75,565,812.54 191,125.64 0.00 0.00 145,430.42 0.00 (75,587,769.21) (248,864.92) Total Accrual Basis Earnings $65,734.47 Account 03066100 Page 1 PFM Asset Management LLC

lllliii_.t=ii PF\1 ~ Portfolio Summary and Statistics For the Month Ending November 30, 2014 ALAMEDA COUNTY WATER DISTRICT- 03066100 Account Summary Sector Allocation Description Par Value Market Value Percent U.S. Treasury Bond I Note 22,36S,OOO.OO 22,706,684.31 29.94 US TSY Bond I Municipal Bond I Note 3,760,000.00 3, 792,062.10 5.00 29.94% Corporate Note Federal Agency Bond I Note 23,275,000.00 23,412,758.80 30.87 r------27.54% Corporate Note 20,650,000.00 20,89 1,143.54 27.54 Certificate of Deposit 5,050,000.00 5,045,316.88 6.65 Managed Account Sub-Total 75,100,000.00 75,847,965.63 100.00% Accrued Interest 191,125.64 Total Portfolio 75,100,000.00 76,039,091.27 I ~t Unsettled Trades 0.00 0.00 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% -.. - 12.80% ~--- Duration to Worst 2.46 Weighted Average Days to Maturity 936 0.00% 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 03066100 Page 2

ALAMEDA COUNTY WATER DISTRICT- 03066100 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 407,304.05 0.54 AMERICAN HONDA FINANCE 1,539,848.93 2.03 APPLE INC 2,592,117.54 3.42 BERKSHIRE HATHAWAY INC 1,183,808.38 1. 56 CA EARTHQUAKE AUTH TXBL REV BOND 409,934.40 0.54 CAST DEPT OF WATER REV BONDS 299,859.00 0.40 CATERPILLA.R INC 836,054. 61 1.10 CHEVRON CORP 1,585,955. 24 2.09 CISCO SYSTEMS INC 714,983.49 0.94 DEERE & COMPANY 1,127,029.50 1.49 FANNIE MAE 15,167,495.43 19.99 FEDERAL HOME LOAN BANKS 2,246,658.39 2.96 FREDDIE MAC 5,998,604.98 7.91 GENERAL ELECTRIC CO 1,368, 722.50 1.80 GOLDMAN SACHS GROUP INC 1,524,832.25 2.01 HSBC HOLDINGS PLC 481,779.36 0.64 IBM CORP 606,753.58 0.80 JP MORGAN CHASE & CO 952, 518.45 1.26 MICROSOFT CORP 430,923.62 0.57 PEPSICO, I NC 401,014.40 0.53 PROCTER & GAMBLE CO 862,156.70 1.14 RABOBANK NEDERLA.ND 1,794,178.80 2.37 SKANDINAVISKA ENSKIDA BANKEN AB 1,726,305.83 2.28 STATE OF CALIFORNIA 1,883, 565. 70 2.48 TEXAS INSTRUMENTS INCORPORATED 1,026,915.00 1.35 THE WALT DISNEY CORPORATION 1,265,792.50 1.67 TOYOTA MOTOR CORP 768,401.96 1.01 UNITED STATES TREASURY 22,706,684.31 29.93 UNIVERSITY OF CALIFORNIA 1,198,703.00 1.58 US BANCORP 1,024,764.00 1.35 WAL-MART STORES INC 621,283.75 0.82 WELLS FARGO & COMPANY 1,093,015.98 1.44 N" ~ 0.54% 11./\o:).'\ AAA 0.96% AA- 3.89% AA+_ 66.03% 6.05% PFM Asset Management LLC Account 03066100 Page 3

~ Managed Account Issuer Summary ALAMEDA COUNTY WATER DISTRICT- 03066100 For the Month Ending November 30, 2014 Total $75,847,965.63 100.00% PFM Asset Managem.ent LLC Account 03066100 Page 4 ',

~ ~ Pf\1 ~ Managed Account Detail of Securities Held For the Month Ending November 30, 2014 ALAMEDA COUNTY WATER DISTRICT - 03066100 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 05/02/2011 2.000% 04/30/2016 9128280FO 2.750.000.00 AA+ Aaa 04/01/13 04/02/13 2.886.748.05 0.37 4.709:94 2.813,043.61 2.818.321.00 US TREASURY NOTES DTD 05/02/2011 2.000% 04/30/2016 9128280FO 2.825.000.00 AA+ Aaa 04/08/13 04/08/ 13 2,967,022.46 0.35 4.838.40 2,890,813.54 2.895.184.30 US TREASURY NOTES DTD 10/31/2011 1.000% 10/31/2016 912828RM4 1.250,000.00 AA+ Aaa 09/21/12 09/24/12 1,274,267.S8 0.52 1.070.44 1.261,393.98 1.263,281.25 US TREASURY NOTES DTD 11/30/2011 0.875% 11/30/2016 912828RU6 1.100.000.00 AA+ Aaa 12/03/13 12/03/13 1.109.796.88 0.57 26.44 1.106.558. 95 1.108.593.20 US TREASURY NOTES DTD 01/31/2012 0.875% 01/31/2017 912828SC5 1.000,000.00 AA+ Aaa 02/04/14 02/07/14 1.005.664.06 0.68 2.924.59 1,004.126.78 1.006,406.00 US TREASURY NOTES DTD 03/31/2012 1.000% 03/31/2017 912828SM3 990,000.00 AA+ Aaa 02/27/14 03/03/ 14 998,043.75 0.73 1.686.26 996.107.23 997,889.31 US TREASURY NOTES DTD 03/31/2012 1.000% 03/31/2017 912828SM3 3,625,000.00 AA+ Aaa 03/19/14 03/21/14 3,633,354.49 0.92 6,174.45 3,631.450.43 3,653.887.63 US TREASURY NOTES DTD 11/30/2012 0.625% 11/30/2017 912828UA6 1.525.000.00 AA+ Aaa 05/06/14 05/09/14 1,495,691.41 1.18 26.18 1,500,247.54 1,511,537.11 US TREASURY NOTES DTD 12/02/2013 1.250% 11/30/2018 912828A34 100,000.00 AA+ Aaa 06/02/14 06/03/14 99,300.78 1.41 3.43 99.375.65 99,914.10 US TREASURY NOTES DTD 12/02/2013 1.250% 11/30/2018 912828A34 750,000.00 AA+ Aaa 07/01/14 07/07/14 742.148.44 1.50 25.76 742,846.76 749.355.75 US TREASURY NOTES 912828833 DTD 01/31/2014 1.500% 01/31/2019 2,600,000.00 AA+ Aaa 07/29/14 07/31/14 2.587,914.06 1.61 13,035.33 2,588, 783.26 2,618,483.40 US TREASURY NOTES DTD 03/31/2014 1.625% 03/31/2019 912828C65 825.000.00 AA+ Aaa 09/02/14 09/04/14 825.902.34 1.60 2.283.48 825,859.33 833.894.33 US TREASURY NOTES DTD 03/31/2014 1.625% 03/31/2019 912828C65 1.575,000.00 AA+ Aaa 10/02/14 10/06/14 1,577.460.94 1.59 4.359.38 1.577.379.60 1.591.980.08 US TREASURY NOTES DTD 05/15/2009 3.125% 05/15/2019 912828KQ2 1.450,000.00 AA+ Aaa 10/30/14 11/03/14 1,552. 746.09 1.50 2,002.76 1.551.064.19 1.557.956.85 Account 03066100 Page 5 PFM Asset Management llc

Managed Account Detail of Securities Held For the Month Ending November 30, 2014 AlAMEDA COUNTY WATER DISTRICT - 03066100 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 22,365,000.00 22,756,061.33 0.95 43,166.84 22,589,050.85 22,706,684.31 Municipal Bond I Note CA ST TXBL GO BONDS 13063BN73 410,000.00 A+ Aa3 03/13/13 DTD 03/27/2013 1.050% 02/01/2016 03/27/13 411.385.80 0.93 1,435.00 410,572.25 412.382.10 CAST DEPT OF WATER TXBL REV BONDS 13066KW21 300,000.00 AAA Aa1 09/19/12 DTD 09/27/ 2012 0.991% 12/ 01/2016 09/27/ 12 300,000.00 0.99 1,486.50 300,000.00 299,859.00 CA EARTHQUAKE AUTH TXBL REV BONDS 13017HAD8 410,000.00 NR A3 10/29/ 14 DTD 11/06/2014 1.824% 07/ 01/2017 11/06/14 410,000.00 1.82 519.33 410,000.00 409,934.40 CA 5T TXBL GO BONDS 13063CFC9 1.460.000.00 A+ Aa 3 10/22/ 13 DTD 11/05/2013 1.750% 11/ 01/2017 11/05/ 13 1.465.212.20 1.66 2.129.17 1.463.843.49 1.471.183.60 UNIV OF CAL TXBL REV BONDS 91412GSZ9 1. 180,000.00 AA Aa 2 09/26/ 13 DTD 10/02/2013 2.054% 05/ 15/2018 10/02/13 1.180,000.00 2. 05 1.077.21 1.180,000.00 1.198,703.00 Security Type Sub-Total 3,760,000.00 3,766,598.00 1.67 6,647.21 3,764,415.74 3,792,062.10 Federal Agency Bond I Note FANNIE MAE GLOBAL NOTES 3135GOVA8 1.850,000.00 AA+ Aaa 02/14/ 13 DTD 02/15/2013 0.500% 03/30/2016 02/15/ 13 1,847,891.00 0.54 1,567.36 1.849,097.31 1.855,640.65 FNMA NOTES 3135GOBAO 1.750,000.00 AA+ Aaa 07/ 27/12 DTD 03/04/2011 2.375% 04/ 11/2016 07/30/ 12 1.864,240.00 0.59 5,772. 57 1,792,343.35 1.799,745.50 FREDDIE MAC GLOBAL NOTES 3137EACW7 1.165,000.00 AA+ Aaa 09/06/ 12 DTD 07/08/2011 2.000% 08/25/2016 09/07/ 12 1.227.956.60 0.62 6,213.33 1.192,697. 76 1.196,188.22 FHLB NOTES 3130A2T97 850.000.00 AA+ Aaa 08/06/ 14 DTD 08/07/2014 0.500% 09/28/2016 08/07/ 14 848,087.50 0.61 743.75 848,368.32 849.971.10 FANNIE MAE GLOBAL NOTES 3135GOGY3 2.050,000.00 AA+ Aaa 06/ 17/14 DTD 01/09/2012 1.250% 01/30/2017 06/18/14 2.070.787.00 0.86 8,612.85 2,067.225.51 2.079.433.90 FEDERAL HOME LOAN BANKS (CALLABLE ) 3130A1CR7 1.390.000.00 AA+ Aaa 04/02/ 14 DTD 03/27/2014 1.625% 03/27/2017 04/04/ 14 1.405,276.10 1.25 4,015.56 1.395,026.10 1.396.687.29 FNMA NOTES 3135GOJA2 1.275.000.00 AA+ Aaa 07/27/ 12 DTD 03/01/ 2012 1.125% 04/ 27/ 2017 07/30/ 12 1,292,136.00 0.84 1.354.69 1.283. 779.45 1.286.290.13 Account 03066100 Page 6 PFM Asset Management LLC..

Managed Account Detail of Securities Held For the Month Ending November 30, 2014 ALAMEDA COUNTY WATER DISTRICT- 03066100 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/14/2012 1.000% 06/29/2017 3137EADH9 S60,000.00 AA+ Aaa 08/11/14 08/13/14 S60,S34.24 0.97 2,364.44 S60,480.08 S62,809.S2 FREDDIE MAC GLOBAL NOTES DTD OS/14/2012 1.000% 06/29/2017 3137EADH9 2,120,000.00 AA+ Aaa 08/11/14 08/13/14 2,122,480.40 0.96 8,9Sl.11 2,122,228.14 2,130,636.04 FREDDIE MAC GLOBAL NOTES DTD 06/25/2012 1.000% 07/28/2017 3137EADJ5 2,100,000.00 AA+ Aaa 07/27/12 07/30/12 2,114,742.00 0.86 7,17S.OO 2.107.924.27 2,108, 971.20 FANNIE MAE GLOBAL NOTES DTD 09/24/2012 0.87S% 10/26/2017 3135GOPOO 2,900,000.00 AA+ Aaa 11/27/13 12/03/13 2.877,81S. OO 1.08 2,467.01 2.883.393.38 2,891.938.00 FANNIE MAE GLOBAL NOTES DTD 04/15/2013 0.87S% OS/21/2018 313SGOWJ8 1.12S,OOO.OO AA+ Aaa OS/24/13 OS/31/13 1.107.9S6.2S 1.19 273.44 1.112.993.28 1.114,030.13 FANNIE MAE GLOBAL NOTES DTD 04/15/2013 0.875% OS/21/2018 313SGOWJ8 2.000,000.00 AA+ Aaa 05/22/13 OS/24/13 1.983.100.00 l.os 486.11 1.988.1Sl.66 1.980.498.00 FANNIE MAE GLOBAL NOTES DTD 10/01/2013 1.625% 11/27/2018 3135GOYT4 940.000.00 AA+ Aaa 10/22/14 10/23/14 948.930.00 1.39 169.72 948.709.93 948.749.S2 FANNIE MAE GLOBAL NOTES DTD 10/01/2013 1.62S% 11/27/2018 313SGOYT4 1.200,000.00 AA+ Aaa 06/16/14 06/19/14 1.200,036.00 1.62 216.67 1.200,036.00 1.211.169.60 Security Type Sub-Total 23,27S,OOO.OO 23,471,968.09 0.94 50,383.61 23,352,454.54 23,412,758.80 Corporate Note PEPSICO INC GLOBAL NOTES DTD 02/28/2013 0.700% 02/26/2016 713448CE6 400,000.00 A- A1 02/2S/13 02/28/13 399,860.00 0.71 738.89 399,941.73 401,014.40 TEXAS INSTRUMENTS INC CORPORATE NOTE 882S08ARS 1.000,000.00 A+ A1 01/29/13 02/01/13 1.048,3SO.OO 0.88 l.oss.s6 1.021.S9S.26 1.026,91S.OO DTD 05/23/2011 2.37S% OS/16/2016 TOYOTA MOTOR CREDIT CORP DTD 05/17/2013 0.800% 05/17/2016. 89236TAL9 765,000.00 AA- Aa3 OS/14/13 OS/17/13 764,686.3S 0.81 238.00 764,846.30 768,401.96 WELLS FARGO & COMPANY DTD 07/29/2013 1.250% 07/20/2016 94974BFL9 1.08S,OOO.OO A+ A2 07/22/13 07/29/13 1.083, 9S8.40 1.28 4,93S.24 1.084.421.81 1,093,01S.98.:==....:=l'J\1 ~= PFM Asset Management LLC Account 03066100 Page 7

IIIli.411:11 PF:\ I ~ 4C Managed Account Detail of Securities Held For the Month Ending November 30, 2014 ALAMEDA COUNTY WATER DISTRICT- 03066100 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/ 2011 1.450% 08/15/ 2016 742718DV8 850,000.00 AA- Aa 3 01/04/ 13 01/09/ 13 868,283.50 0.84 3,629.03 858,730.75 862,156.70 WALT DISNEY COMPANY NOTES 25468PCM6 1.250,000.00 A A2 11/21/ 12 11/27/ 12 1.269,562.50 0.92 4.921.88 1.259,068.81 1.265, 792.50 DTD 08/22/2011 1.350% 08/16/ 2016 US BANCORP (CALLABLE) 91159HHB9 1.000,000.00 A+ A1 02/ 1S/ 13 02/21/ 13 1.042,940.00 1.02 977.78 1.022,208.58 1.024.764.00 DTD 11/03/2011 2.200% 11/15/ 2016 JPMORGAN CHASE & CO 46623EJY6 950,000.00 A A3 02/ 12/ 14 02/ 18/ 14 949,525.00 1.37 3,776.25 949,647.75 952.518.45 DTD 02/ 18/ 2014 1.350% 02/ 15/ 2017 GEN ERAL ELEC CAP CORP GLOBAL NOTES 36962G2G8 1.250.000.00 AA+ A1 08/28/ 12 08/29/ 12 1.446,362.50 1.73 19,875.00 1.348,944.85 1.368,722.50 DTD 02/ 13/ 2007 5.400% 02/15/201 7 APP LE INC CORP NOTE 037833AM2 1.800,000.00 AA+ Aa1 04/29/ 14 05/06/ 14 1.799,046.00 1.07 1.312.50 1.799.224.99 1.808,397.00 DTD 05/06/ 2014 1.050% 05/05/ 2017 BERKSHIRE HATHAWAY FIN GLOBAL NOTES DTD 05/ 15/ 2012 1.600% 05/ 15/2017 084664BS9 525.000.00 AA Aa2 01/08/ 13 01/ 15/ 13 532,481.25 1.26 373.33 529,290.80 531.425.48 JOHN DEERE CAPITAL CORP NOTES 24422ESNO 1,125,000.00 A A2 06/09/ 14 06/12/ 14 1.124.471.25 1.14 5,941.41 1.124,552.8 1 1.127,029.50 DTD 06/12/ 2014 1.125% 06/ 12/ 2017 HSBC USA INC 40434CAA3 480,000.00 A+ A2 06/ 16/ 14 06/23/ 14 479.270.40 1.35 2.738.67 479,375.35 481.779.36 DTD 06/23/ 2014 1.300% 06/ 23/2017 CATERPILLAR FINANCIAL SE DTD 08/20/ 2014 1.250% 08/ 18/ 2017 14912L6D8 835,000.00 A A2 08/ 13/ 14 08/20/ 14 834,582.50 1. 27 2.928.30 834,620.92 836,054.61 AMERICAN EXPRESS CREDIT CORP NOTES DTD 09/23/ 2014 1.550% 09/ 22/ 2017 0258MODR7 405.000.00 A- A2 09/ 18/14 09/23/ 14 404.457.30 1.60 1.185. 75 404.490.81 407.304.05 CHEVRON CORP (CALLAB LE ) GLOBAL NOTES DTD 12/05/ 2012 1.104% 12/05/ 2017 166764AA8 165,000.00 AA Aa1 11/29/ 12 12/05/ 12 165,892.65 0.99 890.56 165.536.89 164,328.78 CHEVRON CORP (CALLAB LE ) GLOBAL NOTES DTD 12/05/2012 1.104% 12/ 05/ 2017 166764AA8 275.000.00 AA Aa1 11/28/ 12 12/05/12 275.000.00 1.10 1.484.27 275,000.00 273.881.30 IBM CORP GLOBAL NOTES DTD 02/08/2013 1.250% 02/ 08/ 2018 459200HKO 610.000.00 AA- Aa 3 02/05/ 13 02/08/13 607.206.20 1.35 2,393.40 608.198.37 606.753.58 Accoun t 03066100 Page 8... PFM Asset Managem.ent LLC

Managed Account Detail of Securities Held For the Month Ending November 30, 2014 ALAMEDA COUNTY WATER DISTRICT - 03066100 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 650,000.00 AA Aa2 01/ 29/ 13 02/11/ 13 6'19,096.50 1. 58 3,13'1.'1'1 6'19,'11'1.91 652,382.90 DTD 02/11/2013 1.550% 02/09/ 2018 WAL-MART STORES INC GLOBAL NOTES 9311'12DF7 625,000.00 AA Aa2 04/0'1/13 04/11/13 62'1,425.00 1.14 976.56 62'1,609.91 621.283.75 DTD 0'1/ 11/2013 1.125% 04/11/2018 MICROSOFT CORP GLOBAL NOTES 59'1918AS3 435,000.00 AAA Aaa 04/25/13 05/ 02/13 '13'1,725.95 1. 01 362. 50 '13'1,811.13 430,923.62 DTD 05/ 02/20 13 1.000% 05/01/2018 APPLE INC GLOBAL NOTES 037833AJ9 795,000.00 AA+ Aa1 04/30/13 05/ 03/13 792,066.'15 1.08 618.33 792,975.31 783,720.54 DTD 05/ 03/2013 1.000% 05/ 03/2018 CHEVRON CORP GLOBAL NOTES 16676'1AEO 1,1'10,000.00 AA Aa1 06/ 17/13 06/2'1/ 13 1.1'10,000.00 1.72 8,541.32 1.1'10,000.00 1,147,7'15.16 DTD 06/24/2013 1.718%06/24/2018 CISCO SYSTEMS INC GLOBAL NOTES 17275RAR3 710,000.00 AA- A1 08/29/1'1 09/ 04/1'1 716,418.'10 1.91 3, 771.88 716,086.33 714,983.'19 DTD 03/03/201'12.125% 03/01/ 2019 AMERICAN HONDA FI NANCE GLOBAL NOTES 02665WAH'I 1.525,000.00 A+ A1 09/0'1/14 09/09/ 1'1 1.522, 178.75 2.29 7,815.63 1.522,297.0'1 1.539,8'18.93 DTD 09/09/ 201'1 2.250% 08/15/2019 Security Type Sub-Total 20,650,000.00 20,974,846.85 1. 30 84,616.48 20,809,891.41 20,891,143.54 Certificate of Deposit SKANDINAVISKA ENSKILDA BY NY FLOAT 83051HUD6 1.725,000.00 A-1 P-1 01/07/14 01/10/1'1 1. 725,000.00 O.S6 1,505.51 1,725,000.00 1,726,305.83 CD DTD 01/10/201'1 0.551 % 01/04/2016 RABOBANK NEDERLAND NV NY CD 2168'1 BPVO 1.800,000.00 A+ Aa2 05/09/1'1 05/13/14 1,800,000.00 0.71 895.31 1,800,000.00 1.79'1,178.80 DTD 05/13/2014 0.716% 05/06/2016 GOLDMAN SACHS BANK USA CD 38 147J2L5 1.525,000.00 A-1 P-1 08/14/1'1 08/19/14 1.525,000.00 0.90 3,910.68 1.525,000.00 1.52'1, 832.25 DTD 08/19/201'1 0.900% 08/ 12/2016 Security Type Sub-Total 5,050,000.00 5,050,000.00 0.72 6,311.50 5,050,000.00 5,045,316.88 Managed Account Sub-Total 75, 100,000.00 76,019,474.27 1. 07 19 1,125.64 75,565,812.54 75,847,965.63 Account 03066100 Page 9 PFM Asset Managen1ent LLC

...-:-: - PF\1 Managed Account Detail of Securities Held For the Month Ending November 30, 2014 ALAMEDA COUNIY WATER DISTRICT- 03066100 Securities Sub-Total $75,100,000.00 $76,019,474.27 1.07% Accrued Interest Total Investments $191,125.64 $75,565,812.54 $75,847,965.63 $191,125.64 $76,039,091.27 PPM Asset Managem.ent LLC Account 03066100 Page 10

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 07/01/2014 0.00 0.00 07/01 /2014 124,094.97 124,094.97 07/0 1/2014 0.00 0.00 124,094.97 124,094.97 0.00 124,094.97 0.00 124,094.97 1 1 0.000 1 1 0.000 1 1 0.000 --------- 1 1 0.000 2009 Treasury Securities 912828PE4 912828PE4 09 BOND RE SERVE FUND- US TREA Subtotal and Average 2012 CAMP 98-02 98-02 CAMP BOND Subtotal and Average 11/18/2013 2,700,000.00 2,727,621.00 2,700,000.00 2,727,621.00 883.48 883.48 883.48 883.48 2,750,203.13 1.250 2,750,203.13 883.48 0.060 883.48 712 334 0.293 10/31/201 5 --------- 712 334 0.293 1 1 0.060 ------ --- 1 1 0.060 Total and Average 2,824,978.45 2,852,599.45 2,875,181.58 681 320 0.280 Run Date: 12/17/2014-13:47 P ortfo lio 201 2 cc PM (PRF_PM2) 7.3.0 Report Ver. 7.3.5

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): 9.4 37% 146 / ' / Desai : 7.3 28% 66 ' 0% 120 ' 25% 125 ' 9% 14 Legend Hardness > 180 mg/l Hardness 166-180 mg/l Hardness 135-165 mg/l Hardness 120-134 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