EXHIBIT A RESOLUTION NO.

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5 Stradling Yocca Carlson & Rauth Draft of 8/27/14 EXHIBIT A RESOLUTION NO. RESOLUTION OF THE BOARD OF DIRECTORS OF EASTERN MUNICIPAL WATER DISTRICT MAKING CERTAIN FINDINGS WITH RESPECT TO TWO INTEREST RATE SWAP TRANSACTIONS AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH WHEREAS, the District has entered into an Amended and Restated Interest Rate Swap Agreement, dated as of June 1, 2008, with AIG Financing Products Corporation ( AIG ), together with certain exhibits, and a Credit Support Annex dated as of June 1, 2008 thereto (collectively, the AIG Swap Agreement ), which is associated with the District s Water and Sewer Revenue Refunding Variable Rate Certificates of Participation, Series 2008C (the 2008C COPs ); and WHEREAS, the District has entered into the 1992 International Swaps and Derivatives Association, Inc., Master Agreement, dated as of January 18, 2008, by and between UBS AG and the District; (2) the Schedule to the Master Agreement, dated as of January 18, 2008, by and between UBS AG and the District; (3) the Credit Support Annex to the Schedule to the Master Agreement, dated as of January 18, 2008, by and between UBS AG and the District; and (4) the Confirmation to the Schedule to the Master Agreement, dated as of January 18, 2008, by and between UBS AG ( UBS ) and the District (collectively, the UBS Swap Agreement ), associated with the District s Water and Sewer Revenue Variable Rate Certificates of Participation, Series 2008A (the 2008A COPs ); and WHEREAS, the District desires to prepay all outstanding amounts with respect to the 2008A COPs from proceeds of the issuance of the District s Refunding Water and Wastewater Revenue Bonds, Series 2014C (the 2014C Bonds ); and WHEREAS, the District s Qualified Independent Representative, PFM Swap Advisors ( PFM ), has recommended that the District terminate the AIG Swap Agreement and enter into a new swap agreement with Wells Fargo Bank, N.A. ( WFB ) on substantially similar economic terms as the AIG Swap Agreement but with a higher rated counterparty in WFB and with improved security and sources of payment provisions for the District (the 2008C WFB Swap ); and WHEREAS, PFM has recommended that the District novate the UBS Swap Agreement to WFB pursuant to which the District will enter into a swap agreement with WFB and WFB will assume all obligations as swap counterparty to the District under the UBS Swap Agreement, provided that the new swap agreement will have improved security and sources of payment provisions for the District and on the same economic terms as the UBS Swap Agreement (the 2014C WFB Swap ); WHEREAS, the District desires to associate the 2008C WFB Swap with the 2008C COPS; and 1

6 WHEREAS, the District desires to associate the 2014C WFB Swap with the 2008A COPS and the 2014C Bonds, if and when issued to refund the 2008A COPs; and WHEREAS, pursuant to Section 5922 of the Government Code of the State of California and based on the recommendations of PFM, this Board of Directors after duly considering the creditworthiness of WFB, including its credit ratings of AA-, AA- and Aa3, among other criteria has determined it is appropriate to enter into the 2008C WFB Swap and the 2014C WFB Swap in order to (i) reduce the interest rate risk associated with the 2008C COPs and the 2008A COPs (and the 2014C Bonds, when and if issued), respectively, which represent interest at variable rates, and cause a lower cost of borrowing when used in combination with the 2008C COPs and the 2014C Bonds, respectively, and (ii) enhance the payment and security provisions for the benefit of the District compared to provisions contained in the AIG Swap Agreement and the UBS Swap Agreement. NOW, THEREFORE, THE BOARD OF DIRECTORS OF EASTERN MUNICIPAL WATER DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: 1. The foregoing Recitals are true and correct. 2. The ISDA Master Agreement, the Schedule to the Master Agreement, the Credit Support Annex by and between the District and WFB are approved in substantially the forms presented at this meeting. Each of the President, the General Manager, each Deputy General Manager and the Secretary (the Authorized Officers ) are hereby authorized and directed, for and in the name of and on behalf of the District to enter into such agreements in substantially said forms with such additions thereto and/or changes therein as recommended by PFM and Stradling Yocca Carlson & Rauth ( Bond Counsel ) and as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. 3. Each of the Authorized Officers is hereby authorized to execute a trade confirmation for the 2008C WFB Swap with WFB (the 2008C Confirmation ) in substantially the form presented at this meeting with such additions thereto and/or changes therein as recommended by PFM and Bond Counsel and as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof, and to execute a confirmation, novation confirmation or similar instrument with AIG terminating the AIG Swap Agreement; provided that: (i) any termination payments due with respect to the AIG Swap Agreement shall be either paid by WFB directly to AIG or paid to the District to pay AIG; (ii) the fixed payer rate on the 2008C WFB Swap shall not exceed the fix payer rate on the AIG Swap Agreement; and (iii) the District receive written certification from PFM that the financial terms of the 2008C WFB Swap are equivalent or better for the District than the financial terms of the AIG Swap Agreement. The 2008C WFB Swap is hereby designated a Paired Obligation, (as such term is defined in the Indenture of Trust, dated as of June 1, 2014, by and between the District and MUFG Union Bank, N.A., formerly known as Union Bank, N.A.) with respect to the 2008C COPs. 3. Each of the Authorized Officers is hereby authorized to execute a trade confirmation for the 2014C WFB Swap with WFB (the 2014C Confirmation ) and a Novation Confirmation among the District, WFB and UBS (the Novation Confirmation ) in substantially the forms presented at this meeting with such additions thereto and/or changes therein as recommended by PFM and Bond Counsel and as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided that: (i) the District will not be required to make any termination payment due with respect to the 2

7 termination and/or novation of the UBS Swap Agreement; (ii) the fixed payer rate and the floating rate on the 2014C WFB Swap shall be identical to such rates on the UBS Swap Agreement; and (iii) the District receive written certification from PFM that the financial terms of the 2014C WFB Swap are equivalent or better for the District than the financial terms of the UBS Swap Agreement. The 2014C WFB Swap is hereby designated a Paired Obligation, (as such term is defined in the Indenture of Trust, dated as of June 1, 2014, by and between the District and MUFG Union Bank, N.A., formerly known as Union Bank, N.A.) with respect to the 2008A COPs (and the 2014C Bonds, when and if issued). 4. The President, the General Manager, each Deputy General Manager, the Secretary and each and every other officer of the District is authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate transactions approved by this Resolution and otherwise effectuate the purposes of this Resolution; and such actions previously taken by such officers are hereby ratified and confirmed. 5. Should the President be unavailable to execute any of the documents specified above, then any other member of the Board is hereby authorized to sign such documents on behalf of the District in their respective place. All documents signed by the facsimile signature of any officer of the District shall be deemed to constitute an original of such document. [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.] 3

8 6. This Resolution shall take effect immediately upon its adoption. Dated: September 17, 2014 Philip E. Paule, President I hereby certify that the foregoing is a full, true and correct copy of the Resolution adopted by the Board of Directors of the Eastern Municipal Water District at its meeting held on September 17, ATTEST: Rosemarie V. Howard, Secretary (SEAL) 4

9 1/10 DC/D /Confirm DRAFT SWAP TRANSACTION CONFIRMATION To: Eastern Municipal Water District ( Counterparty ) Attention: Charles Turner Phone: turnerc@emwd.org From: Wells Fargo Bank, N.A. ( Wells Fargo ) Phone: Fax: inboundconfirms@wellsfargo.com Ref. No: Unique Swap Identifier (USI): Date: Draft To be determined TBD Dear Charles Turner: This confirms the terms of the Transaction described below between Counterparty and Wells Fargo. The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. Fixed Amounts and Floating Amounts for each applicable Payment Date hereunder will be calculated in accordance with the ISDA Definitions, and if any Fixed Amount and Floating Amount are due for the same Payment Date hereunder, then those amounts shall not be payable and instead the Fixed Rate Payer shall pay the positive difference, if any, between the Fixed Amount and the Floating Amount, and the Floating Rate Payer shall pay the positive difference, if any, between the Floating Amount and the Fixed Amount. 1. The terms of the particular Transaction to which the Confirmation relates are as follows: Transaction Type: Interest Rate Swap Currency for Payments: U.S. Dollars Notional Amount: For a Calculation Period, the amount set forth opposite that Calculation Period on Attachment I hereto Term: Trade Date: TBD Effective Date: [July 1, 2014] Wells Fargo : Draft

10 2/10 Termination Date: July 1, 2030 Fixed Amounts: Fixed Rate Payer: Counterparty Period End Dates: Monthly on the 1st of each month commencing August 01, 2014, through and including the Termination Date; No Adjustment. Payment Dates: Monthly on the 1st of each month commencing August 01, 2014, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention; provided that the Fixed Rate Payer Period End Dates shall be subject to No Adjustment. Business Day Convention: Modified Following Business Day: New York Fixed Rate : 3.10% Fixed Rate Day Count Fraction: 30/360 Floating Amounts: Floating Rate Payer: Wells Fargo Period End Dates: Monthly on the 1st of each month commencing August 01, 2014, through and including the Termination Date; No Adjustment. Payment Dates: Monthly on the 1st of each month commencing August 01, 2014, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention; provided that the Floating Rate Payer Period End Dates shall be subject to No Adjustment. Business Day Convention: Business Day: Floating Rate for initial Calculation Period: Floating Rate Option: Designated Maturity: Spread: Floating Rate Day Count Fraction: Floating Rate determined: Reset Dates: Compounding: Rounding convention: Modified Following New York Determined two London Banking Days prior to the Effective Date 66% of USD-LIBOR-BBA 1 Month None Actual/Actual Two London Banking Days prior to each Reset Date. The first day of each Calculation Period. Inapplicable 5 decimal places per the ISDA Definitions. 2. The additional provisions of this Confirmation are as follows: Calculation Agent: As set forth in the ISDA Master Agreement Wells Fargo : Draft

11 3/10 Payment Instructions: Wells Fargo Contacts: Wells Fargo Bank, N.A. ABA : Ref: Trade No: Account #: Settlement and/or Rate Resets: Documentation: Phone: Fax: Collateral: Phone: Fax: collateral.mgmt@wellsfargo.com Payments to Counterparty: Please quote transaction reference number. Per your standing payment instructions or debit authorization if provided to Wells Fargo, as relevant. If not provided, please contact us in order for payment to be made. Phone: Fax: Additional Terms: Optional Early Termination with Cash Settlement. (i) Counterparty shall have the option to terminate this Transaction early (provided that no Event of Default, Potential Event of Default or Termination Event shall have occurred and be continuing with respect to Counterparty), in whole or in part, by providing (A) at least five (5) New York Business Days prior written notice to Wells Fargo of its election to terminate this Transaction early as of the Optional Early Termination Date designated by Counterparty in such notice, and (B) evidence reasonably satisfactory to Wells Fargo that any and all amounts owed to Wells Fargo in connection with such early termination would be paid within two (2) New York Business Days after such Optional Early Termination Date; provided, however, that such option to terminate this Transaction (or portion hereof) early shall not prevent either party from designating an Early Termination Date in accordance with the provisions of Section 6 of the ISDA Master Agreement referred to herein (as the result of an Event of Default or Termination Event), to be effective on or prior to the Optional Early Termination Date designated hereunder by Counterparty. Such exercise by Counterparty of such option shall constitute an Additional Termination Event under Section 6(e) of the ISDA Master Agreement with Counterparty as the sole Affected Party and this Transaction (or portion thereof being terminated early) as the sole Affected Transaction, and the parties shall attempt to reach agreement on the amount and obligor of the payment to be made under such Section 6(e) for such early termination ( Cash Settlement Amount ). (ii) If by the Optional Early Termination Date the parties do not reach such agreement, Wells Fargo shall seek actionable bids for this Transaction (or the relevant portion thereof) from Reference-Marketmakers on the Optional Early Termination Date consistent with the provisions of Section 6 of the ISDA Wells Fargo : Draft

12 4/10 Master Agreement as though Market Quotation and Second Method applied, and Wells Fargo shall notify Counterparty of such bids and the calculation of the Cash Settlement Amount orally by telephone not later than 3:00 PM (New York City time) on the Optional Early Termination Date; provided that if Wells Fargo or Counterparty disagrees with such calculation and notifies the other party of such disagreement on the same telephone call, then this Transaction (or relevant portion thereof) shall not be terminated early pursuant to the Optional Early Termination provisions of this Confirmation (and such option exercise shall be deemed void), but Counterparty may transfer its rights and obligations under this Transaction (or relevant portion thereof) to any of the Reference Market-makers who provided a bid, provided that (A) Wells Fargo receives notice of such transfer within two (2) New York Business Days after the Optional Early Termination Date, and (B) Counterparty and the transferee execute and deliver to Wells Fargo for such transfer a mutually acceptable novation agreement among Wells Fargo, Counterparty and such transferee within five (5) New York Business Days after the Optional Early Termination Date. Eligibility: Each party represents that it is an "eligible contract participant" within the meaning of the Commodity Exchange Act (7 U.S.C. 1 et seq), as amended by the Dodd Frank Wall Street Reform and Consumer Protection Act and as modified by 17 C.F.R. 1.3(m). The ISDA Non-ECP Guarantor Exclusionary Terms available here: ( Exclusionary Terms ) are incorporated by reference in this Confirmation and apply to the entry into this Transaction by the parties within the meaning of 2(e) of the Commodity Exchange Act. For the avoidance of doubt, the Exclusionary Terms will not apply, in respect of any guarantor, to any unwind, termination, transfer or other disposition of this Transaction, whether in whole or in part, to the extent this Transaction is lawfully guaranteed by such guarantor, whether or not such guarantor is an ECP (as defined in the Exclusionary Terms) when such unwind, termination, transfer or other disposition is agreed or effected. Documentation: This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Wells Fargo and Counterparty dated as of TBD, as amended and supplemented from time to time (the "ISDA Master Agreement"). All provisions contained or incorporated by reference in the ISDA Master Agreement will govern this Confirmation except as expressly modified herein. Wells Fargo : Draft

13 5/10 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us. Very truly yours, Wells Fargo Bank, N.A. By: Name: ********* DRAFT ONLY ********* ****************************** Ref. No. Draft Accepted and confirmed as of date first written above: Eastern Municipal Water District By: Name: ********* DRAFT ONLY ********* ****************************** Wells Fargo : Draft

14 6/10 ATTACHMENT I Amortization Schedule for Draft Calculation Period (from and including, to but excluding) USD Notional Amount USD Notional Adjustment (at end of period) 01 Jul 14 to 01 Aug 14 54,765, Aug 14 to 01 Sep 14 54,765, Sep 14 to 01 Oct 14 54,765, Oct 14 to 01 Nov 14 54,765, Nov 14 to 01 Dec 14 54,765, Dec 14 to 01 Jan 15 54,765, Jan 15 to 01 Feb 15 54,765, Feb 15 to 01 Mar 15 54,765, Mar 15 to 01 Apr 15 54,765, Apr 15 to 01 May 15 54,765, May 15 to 01 Jun 15 54,765, Jun 15 to 01 Jul 15 54,765, , Jul 15 to 01 Aug 15 54,460, Aug 15 to 01 Sep 15 54,460, Sep 15 to 01 Oct 15 54,460, Oct 15 to 01 Nov 15 54,460, Nov 15 to 01 Dec 15 54,460, Dec 15 to 01 Jan 16 54,460, Jan 16 to 01 Feb 16 54,460, Feb 16 to 01 Mar 16 54,460, Mar 16 to 01 Apr 16 54,460, Apr 16 to 01 May 16 54,460, May 16 to 01 Jun 16 54,460, Jun 16 to 01 Jul 16 54,460, , Jul 16 to 01 Aug 16 54,150, Aug 16 to 01 Sep 16 54,150, Sep 16 to 01 Oct 16 54,150, Oct 16 to 01 Nov 16 54,150, Nov 16 to 01 Dec 16 54,150, Dec 16 to 01 Jan 17 54,150, Jan 17 to 01 Feb 17 54,150, Feb 17 to 01 Mar 17 54,150, Mar 17 to 01 Apr 17 54,150, Apr 17 to 01 May 17 54,150, May 17 to 01 Jun 17 54,150, Jun 17 to 01 Jul 17 54,150, , Jul 17 to 01 Aug 17 53,820, Aug 17 to 01 Sep 17 53,820, Sep 17 to 01 Oct 17 53,820, Oct 17 to 01 Nov 17 53,820, Nov 17 to 01 Dec 17 53,820, Dec 17 to 01 Jan 18 53,820, Wells Fargo : Draft

15 7/10 Calculation Period (from and including, to but excluding) USD Notional Amount USD Notional Adjustment (at end of period) 01 Jan 18 to 01 Feb 18 53,820, Feb 18 to 01 Mar 18 53,820, Mar 18 to 01 Apr 18 53,820, Apr 18 to 01 May 18 53,820, May 18 to 01 Jun 18 53,820, Jun 18 to 01 Jul 18 53,820, , Jul 18 to 01 Aug 18 53,485, Aug 18 to 01 Sep 18 53,485, Sep 18 to 01 Oct 18 53,485, Oct 18 to 01 Nov 18 53,485, Nov 18 to 01 Dec 18 53,485, Dec 18 to 01 Jan 19 53,485, Jan 19 to 01 Feb 19 53,485, Feb 19 to 01 Mar 19 53,485, Mar 19 to 01 Apr 19 53,485, Apr 19 to 01 May 19 53,485, May 19 to 01 Jun 19 53,485, Jun 19 to 01 Jul 19 53,485, , Jul 19 to 01 Aug 19 53,140, Aug 19 to 01 Sep 19 53,140, Sep 19 to 01 Oct 19 53,140, Oct 19 to 01 Nov 19 53,140, Nov 19 to 01 Dec 19 53,140, Dec 19 to 01 Jan 20 53,140, Jan 20 to 01 Feb 20 53,140, Feb 20 to 01 Mar 20 53,140, Mar 20 to 01 Apr 20 53,140, Apr 20 to 01 May 20 53,140, May 20 to 01 Jun 20 53,140, Jun 20 to 01 Jul 20 53,140, , Jul 20 to 01 Aug 20 52,785, Aug 20 to 01 Sep 20 52,785, Sep 20 to 01 Oct 20 52,785, Oct 20 to 01 Nov 20 52,785, Nov 20 to 01 Dec 20 52,785, Dec 20 to 01 Jan 21 52,785, Jan 21 to 01 Feb 21 52,785, Feb 21 to 01 Mar 21 52,785, Mar 21 to 01 Apr 21 52,785, Apr 21 to 01 May 21 52,785, May 21 to 01 Jun 21 52,785, Jun 21 to 01 Jul 21 52,785, , Jul 21 to 01 Aug 21 52,415, Aug 21 to 01 Sep 21 52,415, Sep 21 to 01 Oct 21 52,415, Wells Fargo : Draft

16 8/10 Calculation Period (from and including, to but excluding) USD Notional Amount USD Notional Adjustment (at end of period) 01 Oct 21 to 01 Nov 21 52,415, Nov 21 to 01 Dec 21 52,415, Dec 21 to 01 Jan 22 52,415, Jan 22 to 01 Feb 22 52,415, Feb 22 to 01 Mar 22 52,415, Mar 22 to 01 Apr 22 52,415, Apr 22 to 01 May 22 52,415, May 22 to 01 Jun 22 52,415, Jun 22 to 01 Jul 22 52,415, , Jul 22 to 01 Aug 22 52,035, Aug 22 to 01 Sep 22 52,035, Sep 22 to 01 Oct 22 52,035, Oct 22 to 01 Nov 22 52,035, Nov 22 to 01 Dec 22 52,035, Dec 22 to 01 Jan 23 52,035, Jan 23 to 01 Feb 23 52,035, Feb 23 to 01 Mar 23 52,035, Mar 23 to 01 Apr 23 52,035, Apr 23 to 01 May 23 52,035, May 23 to 01 Jun 23 52,035, Jun 23 to 01 Jul 23 52,035, , Jul 23 to 01 Aug 23 51,640, Aug 23 to 01 Sep 23 51,640, Sep 23 to 01 Oct 23 51,640, Oct 23 to 01 Nov 23 51,640, Nov 23 to 01 Dec 23 51,640, Dec 23 to 01 Jan 24 51,640, Jan 24 to 01 Feb 24 51,640, Feb 24 to 01 Mar 24 51,640, Mar 24 to 01 Apr 24 51,640, Apr 24 to 01 May 24 51,640, May 24 to 01 Jun 24 51,640, Jun 24 to 01 Jul 24 51,640, ,700, Jul 24 to 01 Aug 24 44,940, Aug 24 to 01 Sep 24 44,940, Sep 24 to 01 Oct 24 44,940, Oct 24 to 01 Nov 24 44,940, Nov 24 to 01 Dec 24 44,940, Dec 24 to 01 Jan 25 44,940, Jan 25 to 01 Feb 25 44,940, Feb 25 to 01 Mar 25 44,940, Mar 25 to 01 Apr 25 44,940, Apr 25 to 01 May 25 44,940, May 25 to 01 Jun 25 44,940, Jun 25 to 01 Jul 25 44,940, ,915, Wells Fargo : Draft

17 9/10 Calculation Period (from and including, to but excluding) USD Notional Amount USD Notional Adjustment (at end of period) 01 Jul 25 to 01 Aug 25 38,025, Aug 25 to 01 Sep 25 38,025, Sep 25 to 01 Oct 25 38,025, Oct 25 to 01 Nov 25 38,025, Nov 25 to 01 Dec 25 38,025, Dec 25 to 01 Jan 26 38,025, Jan 26 to 01 Feb 26 38,025, Feb 26 to 01 Mar 26 38,025, Mar 26 to 01 Apr 26 38,025, Apr 26 to 01 May 26 38,025, May 26 to 01 Jun 26 38,025, Jun 26 to 01 Jul 26 38,025, ,135, Jul 26 to 01 Aug 26 30,890, Aug 26 to 01 Sep 26 30,890, Sep 26 to 01 Oct 26 30,890, Oct 26 to 01 Nov 26 30,890, Nov 26 to 01 Dec 26 30,890, Dec 26 to 01 Jan 27 30,890, Jan 27 to 01 Feb 27 30,890, Feb 27 to 01 Mar 27 30,890, Mar 27 to 01 Apr 27 30,890, Apr 27 to 01 May 27 30,890, May 27 to 01 Jun 27 30,890, Jun 27 to 01 Jul 27 30,890, ,365, Jul 27 to 01 Aug 27 23,525, Aug 27 to 01 Sep 27 23,525, Sep 27 to 01 Oct 27 23,525, Oct 27 to 01 Nov 27 23,525, Nov 27 to 01 Dec 27 23,525, Dec 27 to 01 Jan 28 23,525, Jan 28 to 01 Feb 28 23,525, Feb 28 to 01 Mar 28 23,525, Mar 28 to 01 Apr 28 23,525, Apr 28 to 01 May 28 23,525, May 28 to 01 Jun 28 23,525, Jun 28 to 01 Jul 28 23,525, ,595, Jul 28 to 01 Aug 28 15,930, Aug 28 to 01 Sep 28 15,930, Sep 28 to 01 Oct 28 15,930, Oct 28 to 01 Nov 28 15,930, Nov 28 to 01 Dec 28 15,930, Dec 28 to 01 Jan 29 15,930, Jan 29 to 01 Feb 29 15,930, Feb 29 to 01 Mar 29 15,930, Mar 29 to 01 Apr 29 15,930, Wells Fargo : Draft

18 10/10 Calculation Period (from and including, to but excluding) USD Notional Amount USD Notional Adjustment (at end of period) 01 Apr 29 to 01 May 29 15,930, May 29 to 01 Jun 29 15,930, Jun 29 to 01 Jul 29 15,930, ,840, Jul 29 to 01 Aug 29 8,090, Aug 29 to 01 Sep 29 8,090, Sep 29 to 01 Oct 29 8,090, Oct 29 to 01 Nov 29 8,090, Nov 29 to 01 Dec 29 8,090, Dec 29 to 01 Jan 30 8,090, Jan 30 to 01 Feb 30 8,090, Feb 30 to 01 Mar 30 8,090, Mar 30 to 01 Apr 30 8,090, Apr 30 to 01 May 30 8,090, May 30 to 01 Jun 30 8,090, Jun 30 to 01 Jul 30 8,090, ,090, Wells Fargo : Draft

19 UBS AG, Stamford Branch 677, Washington Boulevard Stamford, CT Tel Fax DRAFT dated 15 August subject to further UBS Legal and Credit Review NOVATION CONFIRMATION Date: To: TBD Wells Fargo Bank, N.A. ("Transferee") Fax No : To: Attention: Eastern Municipal Water District ( Remaining Party ) TBD Fax No: (951) From: Re: UBS AG, Stamford Branch ( UBS AG ) ("Transferor") Novation Transaction UBS Ref: (as previously confirmed under Ref: ) (the "Transaction") Cpty Ref: USI : Dear Sirs, The purpose of this communication (this "Novation Confirmation") is to confirm the terms and conditions of the Novation Transactions entered into between the parties and effective from the Novation Date specified below. This Novation Confirmation constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. The definitions and provisions contained in the 2004 ISDA Novation Definitions (the "Definitions") and the terms and provisions of the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. and amended from time to time, are incorporated in this Novation Confirmation. In accordance with Section 1.19 of the Definitions in executing this Novation Confirmation the parties hereto will be deemed to have entered into a Novation Agreement as set forth in Exhibit A of the Definitions. In the event of any inconsistency between (i) the Definitions, (ii) the 2006 ISDA Definitions and/or (iii) the Novation Agreement and this Novation Confirmation, this Novation Confirmation will govern. UBS AG Ref: UBS S.N.: 2 (UBS internal use only) Page - 1 -

20 The terms of the Novation Transactions to which this Novation Confirmation relates are as follows: General Terms: Novation Trade Date: Novation Date: Novated Amount: Transferor: Transferee : Remaining Party: New Agreement (between Transferee and Remaining Party): TBD TBD $39,895, UBS AG, Stamford Branch Wells Fargo Bank, N.A. Eastern Municipal Water District ISDA Master Agreement dated as of TBD subject to New York Law 1. The terms of each Old Transaction to which this Novation Confirmation relates shall be as specified in the copy of the Old Confirmation attached hereto as Exhibit A. 2. Novation Payment. Simultaneous with the execution of this Novation Confirmation, the Transferor and the Transferee have entered into a hedging transaction (the Hedging Transaction ) in respect of the New Transaction and the Transferor and the Transferee have agreed that, in full consideration of this Novation Confirmation and the Hedging Transaction, the Transferor shall pay $430, to Transferee on TBD. 3. Payment to the Remaining Party: In consideration for entering into this Novation Confirmation, the Transferor will pay the Remaining Party, the sum of $20,000 on TBD. 4. Termination of Agreement between UBS AG and Remaining Party. In consideration of their mutual agreement to the Novation Transaction as set forth herein, Remaining Party and UBS AG, Stamford Branch hereby agree to terminate the ISDA Master Agreement (including a Schedule and a Credit Support Annex) between Remaining Party and UBS AG, Stamford Branch dated as of 18 January 2008 and each of UBS AG, Stamford Branch and Remaining Party releases and absolutely and forever discharges the other party (and the other party's affiliates, employees and representatives) from and agrees not to make any claim against the other with respect to the obligations of the other party arising from any and all manner of claims, liabilities, obligations, costs, expenses, and causes of action, known or unknown, suspected or unsuspected, fixed or contingent, consequential or otherwise which such party has against the other party in any capacity based upon or arising out of or related to the Old Transaction. UBS AG Ref: UBS S.N.: 2 (UBS internal use only) Page - 2 -

21 New Transaction Terms: The terms of each New Transaction to which this Novation Confirmation relates are as specified in the New Confirmation attached hereto as Annex A: Full First Calculation Period: Applicable, Commencing on TBD Additional Provisions: Non-Reliance: Applicable. In connection with this Novation Confirmation and the Novation Transaction, the Remaining Party agrees that (a) the Transferor and the Transferee are acting and have acted solely as a principal and not as an agent, advisor or fiduciary of the Remaining Party, (b) the Transferor and the Transferee have not assumed a fiduciary responsibility in favor of the Remaining Party with respect to this Novation Confirmation or the Novation Transaction and (c) nothing in this Novation Confirmation or in any prior relationship between the Transferor or the Transferee and the Remaining Party will be deemed to create an advisory, fiduciary or agency relationship between the Transferor or the Transferee and the Remaining Party in respect of this Novation Transaction (whether or not the Transferor or the Transferee, or any affiliate of the Transferor or the Transferee, has provided or is currently providing other services to the Remaining Party on related or other matters). In addition, the Remaining Party acknowledges that it has (i) determined, without reliance upon the Transferor or the Transferee or any of their affiliates, the financial and economic risks and merits, as well as the legal, tax and accounting characterizations and consequences, of this Novation Transaction and it is capable of assuming such risks, (ii) consulted with its own legal, tax, accounting and financial advisors to determine whether the Novation Transaction set forth in this Novation Confirmation is in its best interest and made an independent analysis and decision to enter into the Novation Transaction based on such advice and (iii) retained PFM Swap Advisors LLC as its financial advisor and has relied on PFM Swap Advisors LLC to provide advice to it with respect to the Novation Transaction, including without limitation advice with respect to the structure, timing, terms and other similar matters concerning the Novation Transaction. Notice Details: Transferee/Transferor As specified in the New Confirmation The parties confirm their acceptance to be bound by this Novation Confirmation as of the Novation Date by executing a copy of this Novation Confirmation and returning it to us by facsimile to The Transferor, by its execution of a copy of this Novation Confirmation, agrees to the terms of the Novation Confirmation as it relates to each Old Transaction. The Transferee, by its execution of a copy of this Novation Confirmation, agrees to the terms of the Novation Confirmation as it relates to each New Transaction. UBS AG Ref: UBS S.N.: 2 (UBS internal use only) Page - 3 -

22 Acknowledged and agreed by The Transferor By: DRAFT Name: Title: By: DRAFT Name: Title: Acknowledged and agreed by The Transferee By: DRAFT Name: Title: Acknowledged and agreed by The Remaining Party By: DRAFT Name: Title: UBS AG Ref: UBS S.N.: 2 (UBS internal use only) Page - 4 -

23 Annex A UBS AG Ref: UBS S.N.: 2 (UBS internal use only) Page - 5 -

24 Exhibit A UBS AG Ref: UBS S.N.: 2 (UBS internal use only) Page - 6 -

25 1/6 DC/D /Confirm DRAFT SWAP TRANSACTION CONFIRMATION To: Eastern Municipal Water District ( Counterparty ) Attention: Charles Turner Phone: turnerc@emwd.org From: Wells Fargo Bank, N.A. ( Wells Fargo ) Phone: Fax: inboundconfirms@wellsfargo.com Ref. No: Unique Swap Identifier (USI): Date: Draft To be determined TBD Dear Charles Turner: This confirms the terms of the Transaction described below between Counterparty and Wells Fargo. The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. Fixed Amounts and Floating Amounts for each applicable Payment Date hereunder will be calculated in accordance with the ISDA Definitions, and if any Fixed Amount and Floating Amount are due for the same Payment Date hereunder, then those amounts shall not be payable and instead the Fixed Rate Payer shall pay the positive difference, if any, between the Fixed Amount and the Floating Amount, and the Floating Rate Payer shall pay the positive difference, if any, between the Floating Amount and the Fixed Amount. 1. The terms of the particular Transaction to which the Confirmation relates are as follows: Transaction Type: Interest Rate Swap Currency for Payments: U.S. Dollars Notional Amount: For a Calculation Period, the amount set forth opposite that Calculation Period on Attachment I hereto Term: Trade Date: TBD Effective Date: [July 1, 2014] Wells Fargo : Draft

26 2/6 Termination Date: July 1, 2020 Fixed Amounts: Fixed Rate Payer: Counterparty Period End Dates: Monthly on the 1st of each month commencing August 01, 2014, through and including the Termination Date; No Adjustment. Payment Dates: Monthly on the 1st of each month commencing August 01, 2014, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention; provided that the Fixed Rate Payer Period End Dates shall be subject to No Adjustment. Business Day Convention: Modified Following Business Day: New York Fixed Rate : 5.135% Fixed Rate Day Count Fraction: 30/360 Floating Amounts: Floating Rate Payer: Wells Fargo Period End Dates: Monthly on the 1st of each month commencing August 01, 2014, through and including the Termination Date; No Adjustment. Payment Dates: Monthly on the 1st of each month commencing August 01, 2014, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention; provided that the Floating Rate Payer Period End Dates shall be subject to No Adjustment. Business Day Convention: Business Day: Floating Rate Option: Spread: Floating Rate Day Count Fraction: Compounding: Rounding convention: Modified Following New York USD SIFMA Municipal Swap Index None Actual/Actual Inapplicable 5 decimal places per the ISDA Definitions. 2. The additional provisions of this Confirmation are as follows: Calculation Agent: Payment Instructions: As set forth in the ISDA Master Agreement Wells Fargo Bank, N.A. ABA : Ref: Trade No: Draft Account #: Wells Fargo : Draft

27 3/6 Wells Fargo Contacts: Settlement and/or Rate Resets: Documentation: Phone: Fax: Collateral: Phone: Fax: Payments to Counterparty: Please quote transaction reference number. Per your standing payment instructions or debit authorization if provided to Wells Fargo, as relevant. If not provided, please contact us in order for payment to be made. Phone: Fax: Additional Terms: Optional Early Termination with Cash Settlement. (i) Counterparty shall have the option to terminate this Transaction early (provided that no Event of Default, Potential Event of Default or Termination Event shall have occurred and be continuing with respect to Counterparty), in whole or in part, by providing (A) at least five (5) New York Business Days prior written notice to Wells Fargo of its election to terminate this Transaction early as of the Optional Early Termination Date designated by Counterparty in such notice, and (B) evidence reasonably satisfactory to Wells Fargo that any and all amounts owed to Wells Fargo in connection with such early termination would be paid within two (2) New York Business Days after such Optional Early Termination Date; provided, however, that such option to terminate this Transaction (or portion hereof) early shall not prevent either party from designating an Early Termination Date in accordance with the provisions of Section 6 of the ISDA Master Agreement referred to herein (as the result of an Event of Default or Termination Event), to be effective on or prior to the Optional Early Termination Date designated hereunder by Counterparty. Such exercise by Counterparty of such option shall constitute an Additional Termination Event under Section 6(e) of the ISDA Master Agreement with Counterparty as the sole Affected Party and this Transaction (or portion thereof being terminated early) as the sole Affected Transaction, and the parties shall attempt to reach agreement on the amount and obligor of the payment to be made under such Section 6(e) for such early termination ( Cash Settlement Amount ). (ii) If by the Optional Early Termination Date the parties do not reach such agreement, Wells Fargo shall seek actionable bids for this Transaction (or the relevant portion thereof) from Reference Market makers on the Optional Early Termination Date consistent with the provisions of Section 6 of the ISDA Master Agreement as though Market Quotation and Second Method applied, and Wells Fargo shall notify Counterparty of such bids and the calculation of the Cash Settlement Amount orally by telephone not later than 3:00 PM (New York City time) on the Optional Early Termination Date; provided that if Wells Fargo or Counterparty disagrees with such calculation and notifies the other party of such disagreement on the same telephone call, then this Transaction (or relevant portion thereof) shall not be terminated early pursuant to the Optional Early Termination provisions of this Confirmation (and such option exercise shall be deemed Wells Fargo : Draft

28 4/6 void), but Counterparty may transfer its rights and obligations under this Transaction (or relevant portion thereof) to any of the Reference Market makers who provided a bid, provided that (A) Wells Fargo receives notice of such transfer within two (2) New York Business Days after the Optional Early Termination Date, and (B) Counterparty and the transferee execute and deliver to Wells Fargo for such transfer a mutually acceptable novation agreement among Wells Fargo, Counterparty and such transferee within five (5) New York Business Days after the Optional Early Termination Date. Eligibility: Each party represents that it is an "eligible contract participant" within the meaning of the Commodity Exchange Act (7 U.S.C. 1 et seq), as amended by the Dodd Frank Wall Street Reform and Consumer Protection Act and as modified by 17 C.F.R. 1.3(m). The ISDA Non ECP Guarantor Exclusionary Terms available here: areas/legal and documentation/standard terms ( Exclusionary Terms ) are incorporated by reference in this Confirmation and apply to the entry into this Transaction by the parties within the meaning of 2(e) of the Commodity Exchange Act. For the avoidance of doubt, the Exclusionary Terms will not apply, in respect of any guarantor, to any unwind, termination, transfer or other disposition of this Transaction, whether in whole or in part, to the extent this Transaction is lawfully guaranteed by such guarantor, whether or not such guarantor is an ECP (as defined in the Exclusionary Terms) when such unwind, termination, transfer or other disposition is agreed or effected. Documentation: This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Wells Fargo and Counterparty dated as of TBD, as amended and supplemented from time to time (the "ISDA Master Agreement"). All provisions contained or incorporated by reference in the ISDA Master Agreement will govern this Confirmation except as expressly modified herein. Wells Fargo : Draft

29 5/6 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us. Very truly yours, Wells Fargo Bank, N.A. By: Name: ********* DRAFT ONLY ********* ****************************** Ref. No. Draft Accepted and confirmed as of date first written above: Eastern Municipal Water District By: Name: ********* DRAFT ONLY ********* ****************************** Wells Fargo : Draft

30 6/6 ATTACHMENT I Amortization Schedule for Draft Calculation Period (from and including, to but excluding) USD Notional Amount USD Notional Adjustment (at end of period) 01 Jul 14 to 01 Aug 14 39,895, Aug 14 to 01 Sep 14 39,895, Sep 14 to 01 Oct 14 39,895, Oct 14 to 01 Nov 14 39,895, Nov 14 to 01 Dec 14 39,895, Dec 14 to 01 Jan 15 39,895, Jan 15 to 01 Feb 15 39,895, Feb 15 to 01 Mar 15 39,895, Mar 15 to 01 Apr 15 39,895, Apr 15 to 01 May 15 39,895, May 15 to 01 Jun 15 39,895, Jun 15 to 01 Jul 15 39,895, ,795, Jul 15 to 01 Aug 15 34,100, Aug 15 to 01 Sep 15 34,100, Sep 15 to 01 Oct 15 34,100, Oct 15 to 01 Nov 15 34,100, Nov 15 to 01 Dec 15 34,100, Dec 15 to 01 Jan 16 34,100, Jan 16 to 01 Feb 16 34,100, Feb 16 to 01 Mar 16 34,100, Mar 16 to 01 Apr 16 34,100, Apr 16 to 01 May 16 34,100, May 16 to 01 Jun 16 34,100, Jun 16 to 01 Jul 16 34,100, ,105, Jul 16 to 01 Aug 16 27,995, Aug 16 to 01 Sep 16 27,995, Sep 16 to 01 Oct 16 27,995, Oct 16 to 01 Nov 16 27,995, Nov 16 to 01 Dec 16 27,995, Dec 16 to 01 Jan 17 27,995, Jan 17 to 01 Feb 17 27,995, Feb 17 to 01 Mar 17 27,995, Mar 17 to 01 Apr 17 27,995, Apr 17 to 01 May 17 27,995, May 17 to 01 Jun 17 27,995, Jun 17 to 01 Jul 17 27,995, ,445, Jul 17 to 01 Aug 17 21,550, Aug 17 to 01 Sep 17 21,550, Sep 17 to 01 Oct 17 21,550, Oct 17 to 01 Nov 17 21,550, Nov 17 to 01 Dec 17 21,550, Dec 17 to 01 Jan 18 21,550, Wells Fargo : Draft

31 7/6 Calculation Period (from and including, to but excluding) USD Notional Amount USD Notional Adjustment (at end of period) 01 Jan 18 to 01 Feb 18 21,550, Feb 18 to 01 Mar 18 21,550, Mar 18 to 01 Apr 18 21,550, Apr 18 to 01 May 18 21,550, May 18 to 01 Jun 18 21,550, Jun 18 to 01 Jul 18 21,550, ,800, Jul 18 to 01 Aug 18 14,750, Aug 18 to 01 Sep 18 14,750, Sep 18 to 01 Oct 18 14,750, Oct 18 to 01 Nov 18 14,750, Nov 18 to 01 Dec 18 14,750, Dec 18 to 01 Jan 19 14,750, Jan 19 to 01 Feb 19 14,750, Feb 19 to 01 Mar 19 14,750, Mar 19 to 01 Apr 19 14,750, Apr 19 to 01 May 19 14,750, May 19 to 01 Jun 19 14,750, Jun 19 to 01 Jul 19 14,750, ,180, Jul 19 to 01 Aug 19 7,570, Aug 19 to 01 Sep 19 7,570, Sep 19 to 01 Oct 19 7,570, Oct 19 to 01 Nov 19 7,570, Nov 19 to 01 Dec 19 7,570, Dec 19 to 01 Jan 20 7,570, Jan 20 to 01 Feb 20 7,570, Feb 20 to 01 Mar 20 7,570, Mar 20 to 01 Apr 20 7,570, Apr 20 to 01 May 20 7,570, May 20 to 01 Jun 20 7,570, Jun 20 to 01 Jul 20 7,570, ,570, Wells Fargo : Draft

32 (Local Currency-Single Jurisdiction) ISDA International Swap Dealers Association, Inc. MASTER AGREEMENT Dated as of, 2014 WELLS FARGO BANK, N.A. and EASTERN MUNICIPAL WATER DISTRICT have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions. Accordingly, the parties agree as follows: Interpretation (a) Definitions. The terms defined in Section 12 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. (b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction. (c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions. 2. Obligations (a) General Conditions. (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. (ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant confirmation or elsewhere in this Agreement. (iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement. Copyright 1992 by International Swap Dealers Association, Inc.

33 (b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change. (c) Netting. If on any date amounts would otherwise be payable: -- (i) in the same currency; and (ii) in respect of the same Transaction, by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount. The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of branches or offices through which the parties make and receive payments or deliveries. (d) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement. 3. Representations Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into) that: -- (a) Basic Representations. (i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing; (ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance; (iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; 2 ISDA 1992 Second Printing