Stifel, Nicolaus & Company, Incorporated JORDAN VALLEY WATER CONSERVANCY DISTRICT $44,180,000 WATER REVENUE AND REFUNDING BONDS, SERIES 2014A

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1 NEW ISSUE FULL BOOK ENTRY RATINGS: S&P: AA+ Fitch: AA See RATINGS herein Subject to compliance by the District with certain covenants, in the opinion of Chapman and Cutler LLP, Bond Counsel, under present law, interest on the Series 2014A Bonds is excludable from gross income of the owners thereof for federal income tax purposes, and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, but is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. Interest on the Series 2014B Bonds is includible in gross income of the owners thereof for federal income tax purposes. Under existing laws of the State of Utah, as presently enacted and construed, interest on the Series 2014 Bonds is exempt from taxes imposed by the Utah Individual Income Tax Act. See TAX MATTERS herein for a more complete discussion. JORDAN VALLEY WATER CONSERVANCY DISTRICT $44,180,000 WATER REVENUE AND REFUNDING BONDS, SERIES 2014A DATED: Date of Original Issuance $5,820,000 TAXABLE WATER REVENUE REFUNDING BONDS, SERIES 2014B DUE: October 1 as shown below The Jordan Valley Water Conservancy District (the District ) Series 2014A Bonds and Series 2014B Bonds (collectively, the Series 2014 Bonds ) are issuable as fully-registered bonds, and when initially issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). Purchases of the Series 2014 Bonds will be made in book-entry form only, in the principal amount of $5,000 or any integral multiple thereof. Beneficial Owners of the Series 2014 Bonds will not be entitled to receive physical delivery of bond certificates so long as the book-entry system for the Series 2014 Bonds is in effect. Interest on the Series 2014 Bonds is payable each April 1 and October 1, commencing October 1, So long as DTC or its nominee is the registered owner of the Series 2014 Bonds, payments of the principal of and interest on such Series 2014 Bonds will be made directly to DTC. Disbursement of such payments to DTC participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of DTC participants. See THE SERIES 2014 BONDS Book-Entry System herein. The Series 2014A Bonds are subject to redemption prior to maturity, as described herein. The Series 2014B Bonds are not subject to redemption prior to maturity. The principal of and interest on the Series 2014 Bonds are payable solely from and secured solely by a pledge and assignment of the Revenues derived by the District from its water system and other funds pledged under the Bond Resolution, on a parity with certain outstanding obligations of the District. THE SERIES 2014 BONDS ARE NOT AN OBLIGATION OF THE STATE OF UTAH OR ANY POLITICAL SUBDIVISION THEREOF OR ANY ENTITY OTHER THAN THE DISTRICT, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT OR THE STATE OF UTAH OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED FOR THE PAYMENT OF THE SERIES 2014 BONDS. See Inside Cover for Maturity Schedules The Series 2014 Bonds are offered when, as and if issued and received by the Underwriters, subject to the approval of legality by Chapman and Cutler LLP, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Underwriters by Chapman and Cutler LLP. Certain legal matters will be passed upon for the District by its General Counsel, Reid E. Lewis. It is expected that the Series 2014 Bonds in book-entry only form will be available for delivery through the facilities of DTC on or about July 2, This cover page contains information for convenience of reference only. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. Stifel, Nicolaus & Company, Incorporated This Official Statement is dated May 29, 2014, and the information contained herein speaks only as of such date.

2 JORDAN VALLEY WATER CONSERVANCY DISTRICT $44,180,000 WATER REVENUE AND REFUNDING BONDS, SERIES 2014A DUE OCTOBER 1 PRINCIPAL AMOUNT INTEREST RATE YIELD CUSIP 2016 $ 605, % 0.38% EE ,570, DL ,640, DM ,275, DN ,340, DP ,410, DQ ,480, DR , DS , DT , DU , DV ,035, DW ,085, DX ,140, DY ,200, DZ ,260, * EA ,325, * EB ,395, * EC ,465, * ED 3 $6,655, % Term Bond due October 1, 2038; Yield 3.43%*; CUSIP EH 4 $5,000, % Term Bond due October 1, 2043; Yield 3.51%*; CUSIP EN 1 $7,645, % Term Bond due October 1, 2044; Yield 4.06%; CUSIP EP 6 $5,820,000 WATER REVENUE REFUNDING BONDS, SERIES 2014B DUE OCTOBER 1 PRINCIPAL AMOUNT INTEREST RATE YIELD CUSIP 2014 $1,995, % 0.25% ET ,905, ER ,920, ES 0 Priced to par call on October 1, * Priced to par call on October 1, 2024.

3 JORDAN VALLEY WATER CONSERVANCY DISTRICT 8215 SOUTH 1300 WEST WEST JORDAN, UTAH BOARD OF TRUSTEES Gary C. Swensen Chair J. Lynn Crane Vice Chair Gregory R. Christensen Chad G. Nichols Scott L. Osborne Stephen W. Owens Corey L. Rushton Ronald E. Sperry Kent L. Winder STAFF Richard P. Bay, General Manager and Clerk Barton A. Forsyth, Assistant General Manager Alan E. Packard, Assistant General Manager and Chief Engineer David Martin, CFO-Treasurer Brian McCleary, Controller Reid Lewis, General Counsel FINANCIAL ADVISOR Lewis Young Robertson & Burningham, Inc. 41 North Rio Grande, Suite 101 Salt Lake City, Utah (801) INDEPENDENT AUDITORS Hansen, Bradshaw, Malmrose & Erickson, P.C. Certified Public Accountants 559 West 500 South Bountiful, Utah (801) BOND COUNSEL Chapman and Cutler LLP 201 South Main Street, Suite 2000 Salt Lake City, Utah (801) TRUSTEE, PAYING AGENT AND BOND REGISTRAR Zions First National Bank One South Main Street, 12th Floor Salt Lake City, Utah (801) i -

4 No dealer, broker, salesman or other person has been authorized by the District or by George K. Baum & Company and Stifel, Nicolaus & Company, Incorporated (the Underwriters ) to give any information or to make any representations with respect to the offering described herein, other than as contained in this Official Statement, and if given or made such information or representations may not be relied upon as having been authorized by the District or the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Series 2014 Bonds by any person, in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been furnished by the District and DTC, and includes information obtained from other sources which are believed to be reliable. The information and expressions of opinion contained herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the District or any other person or entity discussed herein since the date hereof. This Official Statement contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, among others, statements concerning expectations, beliefs, opinions, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. The forwardlooking statements in this Official Statement are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such statements. In connection with the offering of the Series 2014 Bonds, the Underwriters may overallot or effect transactions which stabilize or maintain the market price of the Series 2014 Bonds at levels above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The securities offered hereby have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this Official Statement. Any representation to the contrary is a criminal offense. - ii -

5 TABLE OF CONTENTS PAGE INTRODUCTION...1 General...1 The District...1 Purpose of the Series 2014 Bonds...2 Security for the Series 2014 Bonds...2 No Debt Service Reserve...2 Other Obligations...2 Rate and Tax Covenants...3 Tax Matters...3 Continuing Disclosure...4 Other Information...4 THE SERIES 2014 BONDS...4 General...4 Redemption...5 Book-Entry System...7 SECURITY FOR THE SERIES 2014 BONDS...9 Pledge of the Bond Resolution...9 Funds and Accounts; Flow of Funds...10 No Debt Service Reserve...11 Rate and Tax Covenants...11 Additional Bonds...12 SERIES 2014 PROJECT...13 PLAN OF REFUNDING...14 AMENDMENTS TO BOND RESOLUTION...14 ESTIMATED SOURCES AND USES OF FUNDS...15 DEBT SERVICE REQUIREMENTS...16 LITIGATION...17 CONTINUING DISCLOSURE UNDERTAKING iii -

6 PAGE TAX MATTERS...18 Series 2014A Bonds Federally Tax-Exempt...18 Series 2014B Bonds Federally Taxable...20 Utah Tax Exemption for the Series 2014 Bonds...20 UNDERWRITING...21 FINANCIAL ADVISOR...21 RATINGS...21 LEGAL MATTERS...22 INDEPENDENT AUDITORS...22 MISCELLANEOUS...22 APPENDIX A JORDAN VALLEY WATER CONSERVANCY DISTRICT APPENDIX B FINANCIAL STATEMENTS OF THE DISTRICT AS OF AND FOR THE YEAR ENDED JUNE 30, 2013 APPENDIX C CONFORMED COPY OF THE MASTER RESOLUTION APPENDIX D PROPOSED FORM OF OPINION OF BOND COUNSEL APPENDIX E PROPOSED FORM OF CONTINUING DISCLOSURE UNDERTAKING - iv -

7 OFFICIAL STATEMENT RELATING TO JORDAN VALLEY WATER CONSERVANCY DISTRICT $44,180,000 WATER REVENUE AND REFUNDING BONDS, SERIES 2014A $5,820,000 TAXABLE WATER REVENUE REFUNDING BONDS, SERIES 2014B INTRODUCTION GENERAL This Official Statement, which includes the cover page and the appendices attached hereto, contains information concerning (i) the Jordan Valley Water Conservancy District (the District ); (ii) the $44,180,000 Water Revenue and Refunding Bonds, Series 2014A (the Series 2014A Bonds ) and $5,820,000 Taxable Water Revenue Refunding Bonds, Series 2014B (the Series 2014B Bonds and, collectively with the Series 2014A Bonds, the Series 2014 Bonds ); and (iii) the Bond Resolution (defined below) and the security for the Series 2014 Bonds. The Series 2014 Bonds are being issued as parity bonds pursuant to the District s Resolution Providing for the Issuance of Water Conservancy Revenue Bonds, adopted by the Board of Trustees of the District on February 6, 1987, as previously supplemented and amended, including by an Amendatory Resolution adopted November 9, 2011 (the Master Resolution ), and as further supplemented by the Supplemental Resolution adopted January 8, 2014 (the Supplemental Resolution and, together with the Master Resolution, the Bond Resolution ), authorizing the issuance of the Series 2014 Bonds. Capitalized terms used but not defined herein have the meanings assigned to such terms in APPENDIX C CONFORMED COPY OF THE MASTER RESOLUTION. THE DISTRICT The District is a water conservancy district organized and existing under the applicable provisions of the Water Conservancy District Act, Title 17B, Chapter 2a, Part 10, and other related provisions of Title 17B, Utah Code Annotated 1953, as amended (the Water Conservancy District Act ). The District operates primarily as a wholesale provider of water to various customer agencies that include cities, water companies and improvement districts that directly serve approximately 600,000 persons and indirectly serve approximately 900,000 persons. Approximately 85% of the water delivered by the District is sold to its wholesale customers. The District also supplies water on a retail basis to over 35,000 persons, primarily in

8 unincorporated areas of Salt Lake County. Industrial Water Sales in APPENDIX A. See WATER SALES Annual Municipal and The District and its wholesale customers provide water utility service to the majority of the residents of Salt Lake County, the most populous county in the State of Utah. The District operates its water utility system with a high degree of coordination with the water utilities operated by its wholesale customers, as well as those of the Metropolitan Water District of Salt Lake & Sandy, which provides wholesale water supplies to Salt Lake City and Sandy City, and Salt Lake City. The District also plays an important role in water resource planning, conservation, development and management within the Salt Lake County area. PURPOSE OF THE SERIES 2014 BONDS The Series 2014 Bonds are being issued pursuant to the Bond Resolution, the Water Conservancy District Act, the Local Government Bonding Act, Title 11, Chapter 14, Utah Code Annotated 1953, as amended, the Utah Refunding Bond Act, Title 11, Chapter 27, Utah Code Annotated 1953, as amended, and other applicable laws (collectively, the Act ). The Series 2014 Bonds are being issued for the purpose of (i) financing the acquisition and construction of certain improvements to the District s water system (the Series 2014 Project ); (ii) refunding the District s outstanding Water Conservancy Revenue Refunding Bonds, Series 2005A and corresponding bonds of the Utah Water Finance Agency (collectively, the Refunded Bonds ), and (iii) paying costs of issuance of the Series 2014 Bonds. See ESTIMATED SOURCES AND USES OF FUNDS, THE SERIES 2014 PROJECT, and PLAN OF REFUNDING. SECURITY FOR THE SERIES 2014 BONDS The Series 2014 Bonds are secured by a pledge of (i) the Revenues, (ii) the funds established by the Bond Resolution (other than the Operation and Maintenance Fund and Rebate Fund), including the investments thereof, if any, and (iii) the proceeds from the sale of the Series 2014 Bonds. The Series 2014 Bonds are special obligations of the District payable solely from the Revenues, moneys, securities and funds pledged therefor in the Bond Resolution, on a parity with certain outstanding obligations of the District and any future obligations entered into by the District under the Bond Resolution. Neither the faith and credit nor the taxing power of the District or the State of Utah or any political subdivision thereof is pledged for the payment of the Series 2014 Bonds. The Bond Resolution does not pledge any property constituting part of the District s water system (the System ). NO DEBT SERVICE RESERVE There is no debt service reserve with respect to the Series 2014 Bonds. OTHER OBLIGATIONS The District has outstanding $204,840,000 of water revenue bonds (the Outstanding Bonds ) issued under the Bond Resolution, excluding the Series 2014 Bonds and the Refunded - 2 -

9 Bonds. The Series 2014 Bonds, the Outstanding Bonds, and any other parity bonds issued or contracts entered into in the future by the District under the Bond Resolution are referred to collectively herein as the Bonds. The Bonds are secured on a parity basis by the Revenues derived by the District from the System, subject to the payment of Operation and Maintenance Costs. The Bond Resolution does not limit the amount of additional Bonds that may be issued, but requires the District to satisfy revenue or other tests in order to issue additional Bonds, as more fully discussed under SECURITY FOR THE SERIES 2014 BONDS Additional Bonds below. RATE AND TAX COVENANTS The District covenants and agrees in the Bond Resolution to establish, fix, prescribe and collect rates, charges and fees for the sale or use of System services furnished by the District that are reasonably expected to yield Net Revenues at least equal to the Rate Covenant Requirement for the forthcoming Fiscal Year. The District covenants in the Bond Resolution that the District will annually levy and collect so much of the tax of.0004 (or the maximum amount of such different annual levy as may be provided for by law) of the assessed valuation of taxable property within the District for which provision is made in the Water Conservancy District Act (the General Tax Levy ), as shall be necessary to pay operation and maintenance costs of the System and other obligations payable from such tax. Additionally, Utah law authorizes the District to establish a General Tax Levy in excess of.0004 to the extent necessary to provide the same property tax revenue as was budgeted by the District for the prior tax year, plus an allowance for property tax revenues attributable to new growth in the District (the Certified Tax Rate ). In addition to the general ad valorem taxing power described above, the District is authorized under the Water Conservancy District Act to levy additional taxes to the rate of per $1.00 of taxable value of all taxable property within its boundaries if and to the extent necessary to enable it to pay maturing bonds or other debts of the District. The District has never levied this additional tax. The Bonds are not secured by any of such taxes. TAX MATTERS Subject to compliance by the District with certain covenants, in the opinion of Bond Counsel, under present law, interest on the Series 2014A Bonds is excludable from gross income of the owners thereof for federal income tax purposes, and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, but is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. Interest on the Series 2014B Bonds is includible in the gross income of the owners thereof for federal income tax purposes

10 In the opinion of Bond Counsel, under existing laws of the State, as presently enacted and construed, interest on the Series 2014 Bonds is exempt from taxes imposed by the Utah Individual Income Tax Act. See TAX MATTERS. CONTINUING DISCLOSURE The District will enter into a Continuing Disclosure Undertaking for the benefit of the beneficial owners of the Series 2014 Bonds to provide certain information annually and to provide notice of certain events to certain information repositories pursuant to the requirements of Securities and Exchange Commission Rule 15c2-12. See CONTINUING DISCLOSURE UNDERTAKING and APPENDIX E to this Official Statement. OTHER INFORMATION Brief descriptions of the District and summaries of certain provisions of the Series 2014 Bonds, the Bond Resolution, and certain other documents are included in this Official Statement, including the Appendices hereto. Information regarding the District is included in and incorporated by reference in APPENDICES A and B hereto. The proposed form of the opinion of Bond Counsel is included in APPENDIX D hereto. The descriptions herein of the Bond Resolution are qualified in their entirety by reference to such documents, and the descriptions herein of the Series 2014 Bonds are qualified in their entirety by reference to the forms thereof and the information with respect thereto included in the aforesaid documents. All such descriptions are further qualified in their entirety by reference to laws and principles of equity relating to or affecting the enforcement of creditors rights generally. Copies of such documents may be obtained from the principal corporate trust office of the Trustee in Salt Lake City, Utah and, during the offering period, by contacting the Underwriters or the Financial Advisor. THE SERIES 2014 BONDS GENERAL The Series 2014 Bonds will be dated their date of original issuance and delivery, and will bear interest from that date, payable semiannually on April 1 and October 1 of each year, commencing October 1, The Series 2014 Bonds will be issued initially only in book-entry form. The Series 2014 Bonds will mature on October 1 of the years and in the principal amounts set forth on the inside cover page of this Official Statement. Purchases of the Series 2014 Bonds will be made in book-entry form only, in the principal amount of $5,000 or any integral multiple thereof, through brokers and dealers who are, or who act through, DTC participants. Beneficial Owners of the Series 2014 Bonds will not be entitled to receive physical delivery of bond certificates so long as the book-entry system for the Series 2014 Bonds is in effect. So long as DTC or its nominee is the registered owner of the Series 2014 Bonds, payments of the principal of and interest on such Series 2014 Bonds will be - 4 -

11 made directly to DTC. Disbursement of such payments to DTC participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of DTC participants. See Book-Entry System below. REDEMPTION Optional Redemption. The Series 2014A Bonds maturing before October 1, 2020 are not subject to redemption prior to maturity. The Series 2014A Bonds maturing on October 1, 2020 through October 1, 2030, shall be subject to optional redemption prior to maturity, on or after October 1, 2019, at a price of 100% of the principal amount to be redeemed, plus accrued interest. The Series 2014A Bonds maturing on or after October 1, 2031, shall be subject to optional redemption prior to maturity, on or after October 1, 2024, at a price of 100% of the principal amount to be redeemed, plus accrued interest. The Series 2014B Bonds shall not be subject to redemption prior to maturity. Mandatory Sinking Fund Redemption. The Series 2014A Bonds maturing on October 1, 2038, are subject to mandatory sinking fund redemption at a redemption price equal to 100% of the principal amount of such Series 2014A Bonds to be redeemed, plus accrued interest to the date of redemption, on the dates and in the principal amounts as follows: * Stated maturity. MANDATORY SINKING FUND REDEMPTION DATE (OCTOBER 1) PRINCIPAL AMOUNT 2035 $1,540, ,620, ,705, * 1,790,000 The Series 2014A Bonds maturing on October 1, 2043, are subject to mandatory sinking fund redemption at a redemption price equal to 100% of the principal amount of such Series 2014A Bonds to be redeemed, plus accrued interest to the date of redemption, on the dates and in the principal amounts as follows: - 5 -

12 * Stated maturity. MANDATORY SINKING FUND REDEMPTION DATE (OCTOBER 1) PRINCIPAL AMOUNT 2039 $1,000, ,000, ,000, ,000, * 1,000,000 The Series 2014A Bonds maturing on October 1, 2044, are subject to mandatory sinking fund redemption at a redemption price equal to 100% of the principal amount of such Series 2014A Bonds to be redeemed, plus accrued interest to the date of redemption, on the dates and in the principal amounts as follows: * Stated maturity. MANDATORY SINKING FUND REDEMPTION DATE (OCTOBER 1) PRINCIPAL AMOUNT 2039 $ 880, , ,055, ,150, ,250, * 2,345,000 Partial Redemption. If less than all of the Series 2014A Bonds of any maturity are to be redeemed, the particular Series 2014A Bonds or portion of Series 2014A Bonds of such maturity to be redeemed shall be selected at random by the Bond Registrar in such manner as the Bond Registrar in its discretion may deem fair and appropriate. The portion of any registered Series 2014A Bond of a denomination of more than $5,000 to be redeemed will be in the principal amount of $5,000 or any whole multiple thereof, and in selecting portions of such Series 2014A Bonds for redemption, the Bond Registrar will treat each such Series 2014A Bond as representing that number of Series 2014A Bonds of $5,000 denomination that is obtained by dividing the principal amount of such Series 2014A Bond by $5,000. In the event of an optional redemption in part of any Series 2014A Bond maturing on October 1 of 2038, 2043 or 2044, an amount equal to the principal amount so redeemed will be credited toward such mandatory sinking fund redemption amounts within the applicable maturity as shall be determined by the District in its discretion

13 Notice of Redemption. Notice of redemption shall be given by first class mail, not less than 30 nor more than 45 days prior to the redemption date, to a Bondholder, at his address as it appears on the bond registration books of the Trustee or at such address as he may have filed with the Trustee for that purpose. Each notice of redemption shall state the redemption date, the place of redemption, the source of the funds to be used for such redemption, the principal amount and, if less than all of the Series 2014A Bonds are to be redeemed, the distinctive numbers of the Series 2014A Bonds to be so redeemed, and shall also state that the interest on the Series 2014A Bonds in such notice designated for redemption shall cease to accrue from and after such redemption date and that on said date there will become due and payable on each of such Series 2014A Bonds the redemption price thereof and interest accrued thereon to the redemption date. With respect to any notice of optional redemption of Series 2014A Bonds, unless upon the giving of such notice such Bonds shall be deemed to have been paid within the meaning of the Bond Resolution, such notice may state that such redemption shall be conditioned upon the receipt by the Trustee on or prior to the date fixed for such redemption of money sufficient to pay the redemption price of and interest on the Series 2014A Bonds to be redeemed, and that if such money shall not have been so received said notice shall be of no force and effect, and the District shall not be required to redeem such Bonds. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption shall not be made and the Trustee shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such money was not so received and that such redemption was not made. BOOK-ENTRY SYSTEM The Depository Trust Company ( DTC ) will act as securities depository for the Series 2014 Bonds. The ownership of one fully-registered Series 2014 Bond for each stated maturity, each in the aggregate principal amount of such stated maturity, will be registered in the name of Cede & Co., as nominee for DTC. DTC, the world s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the posttrade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation and Emerging Markets Clearing - 7 -

14 Corporation (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). DTC has Standard & Poor s highest rating: AAA. The DTC rules applicable to its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at and Purchases of the Series 2014 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2014 Bonds on DTC s records. The ownership interest of each actual purchaser of each Series 2014 Bond ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2014 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2014 Bonds, except in the event that use of the book-entry system for the Series 2014 Bonds is discontinued. To facilitate subsequent transfers, all Series 2014 Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2014 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2014 Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Series 2014 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Series 2014 Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Series 2014 Bonds, such as defaults and proposed amendments to the Series 2014 Bond documents. For example, Beneficial Owners of the Series 2014 Bonds may wish to ascertain that the nominee holding the Series 2014 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them

15 If applicable, redemption notices shall be sent to DTC. If less than all of the bonds within an issue are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2014 Bonds unless authorized by a Direct Participant in accordance with DTC s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Series 2014 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). As long as the book-entry system is in effect, payments on the Series 2014 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detailed information from the District or the Trustee, on payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, the Trustee, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of amounts due on the Series 2014 Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2014 Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2014 Bond certificates are required to be printed and delivered to DTC. The District may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Series 2014 Bond certificates will be printed and delivered. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the District believes to be reliable, but the District takes no responsibility for the accuracy thereof. SECURITY FOR THE SERIES 2014 BONDS PLEDGE OF THE BOND RESOLUTION The Series 2014 Bonds, all Bonds now outstanding under the Bond Resolution, and any additional Bonds issued thereunder are equally and ratably secured by a pledge of Revenues - 9 -

16 derived by the District from the operation of the System, the funds established by the Bond Resolution (other than the Rebate Fund and the Operation and Maintenance Fund), and the proceeds of the sale of the Bonds, including the investments thereof. Revenues include all revenues, income, rents and receipts derived by the District from or attributable to the System (including the federal interest subsidy payments with respect to Build America Bonds and the proceeds of any other interest subsidy with respect to the Bonds paid by any governmental body or agency). See the definition of Revenues in APPENDIX C CONFORMED COPY OF THE MASTER RESOLUTION. The Series 2014 Bonds and other Bonds issued under the Bond Resolution are special obligations of the District, payable solely from the Revenues, moneys, securities and funds pledged therefor in the Bond Resolution. The pledge of the Revenues effected by the Bond Resolution is subject to the provisions of the Bond Resolution permitting the application of the District s Revenues upon the terms and for the purposes specified therein. Neither the faith and credit nor the taxing power of the District or the State of Utah or any political subdivision thereof is pledged as security for the Series 2014 Bonds. The Series 2014 Bonds do not constitute general obligations of the District or the State of Utah or any political subdivision thereof. The Bond Resolution does not pledge, mortgage or encumber any physical properties that constitute a part of the System. FUNDS AND ACCOUNTS; FLOW OF FUNDS The Bond Resolution establishes a Revenue Fund and an Operation and Maintenance Fund, which are held by the District, and a Construction Fund, consisting of one or more project accounts, and a Principal and Interest Fund, consisting of a Debt Service Account and a Debt Service Reserve Account, which are held by the Trustee. The Trustee establishes a separate subaccount in the Debt Service Account for each series of Bonds issued under the Bond Resolution and, if a Debt Service Reserve Requirement is established for a series of Bonds, a separate subaccount in the Debt Service Reserve Account for such Bonds. All Revenues received by the District are required to be deposited monthly into its Revenue Fund. In addition, the proceeds of any taxes levied by the District to pay the operation and maintenance costs of the System are to be deposited into the Operation and Maintenance Fund. Operation and Maintenance Costs are required to be paid by the District when due from amounts on deposit in its Operation and Maintenance Fund. The Bond Resolution authorizes the District to transfer amounts from its Revenue Fund to the Operation and Maintenance Fund to the extent necessary to maintain a working capital amount on deposit in the Operation and Maintenance Fund. On or before the fifth business day of each month, the District is required to transfer amounts available in the Revenue Fund after payment of Operation and Maintenance Costs (including the maintenance of a working capital reserve in the Operation and Maintenance Fund of an amount that is at least equal to the amount reasonably required for efficient operation and maintenance of the System, as established from time to time by an Engineer s Certificate;

17 provided that such amount shall not be less than an amount reasonably estimated to pay operation and maintenance costs of the System for at least three calendar months) as follows: first, to each of the series subaccounts in the Debt Service Account, the amount necessary to cause the balance in each such subaccount to equal the accrued debt service on the Bonds for which such subaccount was established; and second, to each of the series subaccounts in the Debt Service Reserve Account, the amount necessary to cause the balance in each such subaccount to equal the debt service reserve requirement for the series of Bonds for which such subaccount was established, at the time and in the manner prescribed in the Bond Resolution. Moneys remaining in the District s Revenue Fund after the foregoing transfers at the end of each month may be applied by the District to various purposes specified in the Bond Resolution. NO DEBT SERVICE RESERVE There is no debt service reserve with respect to the Series 2014 Bonds. RATE AND TAX COVENANTS The District covenants in the Bond Resolution that, so long as any Bonds remain outstanding, the District will annually establish and collect rates, charges and fees for System services which for the forthcoming year, together with other available income, are reasonably expected to produce Net Revenues (Revenues plus proceeds of the tax levied by the District to pay Operation and Maintenance Costs, less Operation and Maintenance Costs) (i) that are at least equal to 100% of the Aggregate Debt Service for such year on all Bonds plus certain other amounts due under the Bond Resolution and (ii) which, together with any other amounts that the District anticipates will be maintained on deposit in the Revenue Fund and available to pay Debt Service during such year, are equal to at least 125% of the Aggregate Debt Service for such year on all Bonds plus certain other amounts due under the Bond Resolution. See SUMMARY FINANCIAL INFORMATION INCOME AND DEBT SERVICE COVERAGE in APPENDIX A. The District further covenants in the Bond Resolution that the District will annually levy and collect so much of the General Tax Levy of.0004 (or the maximum amount of such different annual levy as may be provided for by law) of the assessed valuation of taxable property within the District for which provision is made in the Water Conservancy District Act, as shall be necessary to pay operation and maintenance costs of the System and other obligations payable from such tax. Utah law authorizes the District to establish a Certified Tax Rate in excess of.0004 to the extent necessary to provide the same property tax revenue as was budgeted by the District for the prior tax year, plus an allowance for property tax revenues attributable to new growth in the District. In addition to the general ad valorem taxing power described above, the District is authorized under the Water Conservancy District Act to levy additional taxes to the rate of

18 per $1.00 of taxable value of all taxable property within its boundaries if and to the extent necessary to enable it to pay maturing bonds or other debts of the District. The District has never levied this additional tax. The Bonds are not secured by any of such ad valorem taxes. ADDITIONAL BONDS Subject to receipt of the Third-Party Consents to the Amendments described below under AMENDMENTS TO BOND RESOLUTION, the following summarizes certain requirements for the issuance of additional Bonds under the Bond Resolution that will take effect upon the Amendment Effective Date (defined below). The current provisions for the issuance of additional Bonds are described in APPENDIX C CONFORMED COPY OF THE BOND RESOLUTION. The amount of additional Bonds which may be issued under the Bond Resolution is not limited by law or the Bond Resolution. Additional Bonds issued to finance System improvements ( Construction Bonds ) may only be issued only upon the delivery to the Trustee of the following: (1) a Written Certificate of the District setting forth the then Estimated Completion Date and the then estimated Cost of Construction of the Project being financed by such Bonds; (2) a Written Certificate of the District to the effect that, upon the authentication and delivery of the additional Bonds, the District will not be in default in the performance of any of the covenants, conditions, agreements, terms or provisions of the Bond Resolution or of any of the Bonds or any Reserve Instrument Agreements or Security Instrument Agreements; and (3) Either of the following documents: A Written Certificate of the District (A) setting forth for the latest Fiscal Year for which the latest audited financial statement is available prior to the issuance of such Series of Bonds, (i) the Net Revenues for such period, and (ii) the additional amount, if any, that the District reasonably anticipates will be maintained on deposit in the Revenue Fund and available to pay Debt Service during such Fiscal Year ( Additional Amount ), and (B) showing that such Net Revenues for such Fiscal Year were (i) at least equal to 1.00 times the Aggregate Debt Service for each Fiscal Year to and including the Fiscal Year in which occurs the latest maturity of such Series of Construction Bonds and for all Bonds and Contracts that will be Outstanding and the Repayment Obligations that the District anticipates will be outstanding immediately after the issuance of the proposed Series of Construction Bonds, and (ii) together with the Additional Amount, if any, maintained in the Revenue Fund during such Fiscal Year, at least equal to 1.25 times the Aggregate Debt Service for each Fiscal Year to and including the Fiscal Year in which occurs the latest maturity of such Series of Construction

19 Bonds and for all Bonds and Contracts that will be Outstanding and the Repayment Obligations that the District anticipates will be outstanding immediately after the issuance of the proposed Series of Construction Bonds; or (A) a Written Certificate of the District setting forth the Estimated Net Revenues (assuming the completion of the Project on its then Estimated Completion Date) either: (i) if the Supplemental Resolution authorizing the Series of Bonds being issued contains the requirement referred to in Section 2.03(b)(iii), for each of the two Fiscal Years succeeding the latest Estimated Completion Date of the Project, or (ii) if (i) shall not be the case, for the then-current Fiscal Year and each succeeding Fiscal Year to and including the second Fiscal Year succeeding the latest Estimated Completion Date of the Project (or, in the case of refunding Bonds, as described below, to and including the second Fiscal Year succeeding the issuance of the refunding Bonds); and (B) a Written Certificate of the District showing the Average Aggregate Debt Service with respect to all Series of Bonds and Contracts to be Outstanding for each of the Fiscal Years set forth in the Written Certificate of the District delivered pursuant to clause (A) above and showing that the Estimated Net Revenues as shown in such Written Certificate of the District for each of such Fiscal Years are (i) not less than 1.00 times, and (ii) together with any Additional amount estimated by the District to be maintained in the Revenue Fund during each of said Fiscal Years, not less than 1.25 times, the Average Aggregate Debt Service for each of such Fiscal Years with respect to all Series of Bonds and all Contracts to be Outstanding and the Repayment Obligations that the District anticipates will be outstanding immediately after the authentication and delivery of such Series of Construction Bonds being issued. Additional Bonds may be issued to refund outstanding obligations of the District upon receipt by the Trustee of, among other things, either (A) a Written Certificate of the District setting forth the Aggregate Debt Service for each fiscal year to and including the fiscal year next preceding the date of the latest maturity of any Bonds of any series to be refunded or the series of Bonds to be authenticated, whichever is later, (i) with respect to the Bonds of each series of Bonds to be refunded and (ii) with respect to the series of Bonds to be authenticated and delivered, and stating that the Aggregate Debt Service plus $25,000 for each such fiscal year with respect to the refunding Bonds is no greater than the Aggregate Debt Service for each such fiscal year with respect to the refunded Bonds, or (B) the documents specified in paragraph (3) above with respect to the issuance of Construction Bonds. See Article II in APPENDIX C CONFORMED COPY OF THE MASTER RESOLUTION. SERIES 2014 PROJECT Approximately $38,400,000 of the proceeds of the Series 2014A Bonds will be used to finance the costs of the Series 2014 Project, which consists of the construction of, and payment of capital assessments for, the Central Water Project; construction of a 12 MG finished water storage reservoir at the Jordan Valley Water Treatment Plant; Advanced Metering Infrastructure; new transmission pipelines; seismic rehab of buildings and underground facilities; and various other water supply, treatment, pumping, and conveyance facilities and improvements

20 PLAN OF REFUNDING A portion of the Series 2014 Bonds will be used, together with certain other available funds, to advance refund the District s Water Conservancy Revenue Refunding Bonds, Series 2005A and corresponding bonds of the Utah Water Finance Agency (collectively, the Refunded Bonds ), which are currently outstanding in the aggregate principal amount of $14,525,000. Such proceeds of the Series 2014 Bonds, together with certain other legally available moneys, will be used (a) to deposit with the Trustee, as escrow agent under an Escrow Agreement with the District, United States Treasury obligations which, together with interest earnings thereon and certain uninvested amounts, will be sufficient to pay the principal and accrued interest due on the Refunded Bonds through and including April 1, 2015 (the Redemption Date ) and the redemption price of the Refunded Bonds on the Redemption Date. The Refunded Bonds will be redeemed on the Redemption Date at a price of 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date. AMENDMENTS TO BOND RESOLUTION The Bond Resolution permits the District to make certain amendments to the Bond Resolution with the consent of the Holders of at least 60% of the Bonds (the Bondholder Consents ) and with the consent of certain other parties, including the bond insurer for certain outstanding Bonds (the Third-Party Consents and collectively with the Bondholder Consents, the Consents ). Provisions of the Bond Resolution establishing the percentage of Bondholders from which consent must be obtained in order to amend the Bond Resolution, may be amended with the consent of 100% of the Bondholders and the Third-Party Consents. See APPENDIX C CONFORMED COPY OF THE MASTER RESOLUTION. An Amendatory Resolution of the District adopted on November 9, 2011 (the Amendatory Resolution ) contains amendments that, upon the date of receipt of the necessary Consents (the Amendments Effective Date ), will (i) modify the Debt Service Reserve Requirement by permitting the Debt Service Reserve Requirement relating to a series of Bonds, if any, to be established pursuant to the Supplemental Indenture pursuant to which the series of Bonds is issued, (ii) expand the list of Investment Securities in which Funds under the Bond Resolution may be invested, (iii) modify the requirements for issuing additional Bonds, (iv) eliminate the Renewal and Replacement Reserve Fund, (v) expand the circumstances under which the Bond Resolution may be amended without Bondholder consent, (vi) change the percentage of Bondholders from which consent must be obtained in order to make certain amendments to the Bond Resolution, and (vii) make certain other amendments (collectively, the Amendments ). For a more complete description of the Amendments, see APPENDIX C CONFORMED COPY OF THE MASTER RESOLUTION. The Amendments Effective Date with respect to each of the items listed above, other than item (vi) and various mechanical changes that do not affect the rights of the Bondholders will be the date upon which the District has received Bondholder Consents with respect to at least 60% of the Bonds then Outstanding and all Third-Party Consents. The Amendments Effective Date with respect to item (vi) will be the date upon which the District has received Bondholder Consents with respect to 100% of the Bonds then Outstanding and all Third-Party Consents