$8,890,000 HICKSVILLE WA­TER DIS­TRICT IN THE TOWNS OF OYS­TER BAY AND HEMP­STEAD NAS­SAU COUNTY, NEW YORK

WA­TER DIS­TRICT RE­FUND­ING (SE­RIAL) BONDS, 2018 NO­TICE OF BOND SALE

The Bond Buyer - - Competitive Sales Notices - Dated: Nas­sau, New York Au­gust 30, 2018 /s/Wil­liam Schuck­mann Trea­surer

Pro­pos­als will be re­ceived and con­sid­ered by the un­der­signed Trea­surer of the Hicksville Wa­ter Dis­trict in the Towns of Oys­ter Bay and Hemp­stead, Nas­sau County, New York, (the “Wa­ter Dis­trict”), at Mu­ni­stat Ser­vices, Inc., 12 Roo­sevelt Av­enue, Port Jef­fer­son Sta­tion, New York 11776, and if not de­liv­ered in sealed, phys­i­cal form, may be trans­mit­ted via I Preo’s Par­ity Elec­tronic Bid Sub­mis­sion Sys­tem (“PAR­ITY”) or by fac­sim­ile trans­mis­sion to (631) 331-8834 (see “Sub­mis­sion of Bids” herein), un­til 11:00 A.M., Pre­vail­ing Time, on Septem­ber 12, 2018, at which time and place the bids will be con­sid­ered, for the pur­chase at not less than par and ac­crued in­ter­est of

$8,890,000 Wa­ter Dis­trict Re­fund­ing (Se­rial) Bonds, 2018, of said Wa­ter Dis­trict, dated Oc­to­ber 2, 2018 (the “Bonds”), and ma­tur­ing De­cem­ber 15 in the years and amounts set forth be­low:

with in­ter­est payable semi-an­nu­ally on De­cem­ber 15, 2018 and June 15 and De­cem­ber 15 in each year un­til ma­tu­rity or prior re­demp­tion.

Sub­mis­sion of Bids

Bid­ders may only bid to pur­chase all of the Bonds. No bid for less than 100% of par shall be con­sid­ered. Bid­ders must state the rate or rates of in­ter­est per an­num (com­puted on the ba­sis of a 360-day year and twelve 30-day months) which the Bonds are to bear in mul­ti­ples of one-hun­dredth or one-eighth of one per cent. All Bonds ma­tur­ing on the same date must bear in­ter­est at the same rate. The Wa­ter Dis­trict re­serves the right to re­ject any and all bids (re­gard­less of the in­ter­est rate bid), to re­ject any bid not com­ply­ing with this of­fi­cial No­tice of Sale and, so far as per­mit­ted by law, to waive any ir­reg­u­lar­ity or in­for­mal­ity with re­spect to any bid or the bid­ding process.

Bids may be sub­mit­ted elec­tron­i­cally via Par­ity or via fac­sim­ile trans­mis­sion in ac­cor­dance with this No­tice of Sale, un­til the time spec­i­fied herein. No other form of elec­tronic bid­ding ser­vices will be ac­cepted. No bid will be re­ceived after the time for re­ceiv­ing bids spec­i­fied above. Bids may also be sub­mit­ted by fac­sim­ile at (631) 331-8834. Once the bids are com­mu­ni­cated via fac­sim­ile or elec­tron­i­cally via Par­ity to the Wa­ter Dis­trict, or phys­i­cally de­liv­ered, each bid will con­sti­tute an ir­rev­o­ca­ble of­fer to pur­chase the Bonds pur­suant to the terms therein pro­vided.

Regis­tra­tion to Bid Elec­tron­i­cally

Prospec­tive bid­ders wish­ing to sub­mit elec­tronic bids must be con­tracted cus­tomers of Par­ity. If you do not have a con­tract with PAR­ITY, call (212) 849-5021 to be­come a cus­tomer. By sub­mit­ting an elec­tronic bid for the Bonds, a bid­der rep­re­sents and war­rants to the Wa­ter Dis­trict that such bid­der’s bid for the pur­chase of the Bonds is sub­mit­ted for and on be­half of such prospec­tive bid­der by an of­fi­cer or agent who is duly au­tho­rized to bind the bid­der to a le­gal, valid and en­force­able con­tract for the pur­chase of the Bonds.

If any pro­vi­sions of this No­tice of Sale shall con­flict with in­for­ma­tion pro­vided by PAR­ITY, as ap­proved provider of elec­tronic bid­ding ser­vices, this No­tice of Sale shall con­trol. Fur­ther in­for­ma­tion about PAR­ITY, in­clud­ing any fee charged, may be ob­tained from PAR­ITY at (212) 849-5021.

The time main­tained by PAR­ITY shall con­sti­tute the of­fi­cial time with re­spect to all bids sub­mit­ted.

Dis­claimer for Elec­tronic Bid­ding

Each prospec­tive bid­der who wishes to sub­mit elec­tronic bids shall be solely re­spon­si­ble to reg­is­ter to bid via PAR­ITY. Each qual­i­fied prospec­tive bid­der shall be solely re­spon­si­ble to make nec­es­sary ar­range­ments to ac­cess PAR­ITY for pur­poses of sub­mit­ting its bid in a timely man­ner and in com­pli­ance with the re­quire­ments of this No­tice of Sale. Nei­ther the Wa­ter Dis­trict nor PAR­ITY shall have any duty or obli­ga­tion to un­der­take such regis­tra­tion to bid for any prospec­tive bid­der or to pro­vide or as­sure such ac­cess to any qual­i­fied prospec­tive bid­der, and nei­ther the Wa­ter Dis­trict nor PAR­ITY shall be re­spon­si­ble for a bid­der’s fail­ure to reg­is­ter to bid or for proper oper­a­tion of, or have any li­a­bil­ity for any de­lays or in­ter­rup­tions of, or any dam­ages caused by PAR­ITY. The Wa­ter Dis­trict is us­ing PAR­ITY as a com­mu­ni­ca­tions mech­a­nism, and not as the Wa­ter Dis­trict’s agent, to con­duct the elec­tronic bid­ding for the Wa­ter Dis­trict’s Bonds. The Wa­ter Dis­trict is not bound by any ad­vice or de­ter­mi­na­tion of PAR­ITY as to whether any bid com­plies with the terms of this No­tice of Sale. All costs and ex­penses in­curred by prospec­tive bid­ders in con­nec­tion with their regis­tra­tion and sub­mis­sion of bids via PAR­ITY are the sole re­spon­si­bil­ity of the bid­ders, and the Wa­ter Dis­trict is not re­spon­si­ble, di­rectly or in­di­rectly, for any such costs or ex­penses. If a prospec­tive bid­der en­coun­ters any dif­fi­culty in reg­is­ter­ing to bid, or sub­mit­ting or mod­i­fy­ing a bid for the Bonds, it should tele­phone PAR­ITY and may no­tify the Wa­ter Dis­trict’s Fi­nan­cial Ad­vi­sor, Mu­ni­stat Ser­vices Inc. at 631-331-8888. The Wa­ter Dis­trict, how­ever, shall not be re­spon­si­ble for any act or omis­sion of PAR­ITY or for any fail­ure of any prospec­tive bid­der to suc­cess­fully sub­mit a qual­i­fy­ing bid.

Terms

The Bonds will be ini­tially is­sued in reg­is­tered form. The Bonds may be is­sued in de­nom­i­na­tions of $5,000 or in­te­gral mul­ti­ples thereof at the election of the suc­cess­ful bid­der, but un­less such election is made on the day of award, the Bonds shall be is­sued as de­scribed in the fol­low­ing para­graph.

The Bonds will be ini­tially is­sued in reg­is­tered form in de­nom­i­na­tions such that one Bond shall be is­sued for each ma­tu­rity of Bonds in such amounts as here­inafter set forth, and when is­sued will be reg­is­tered in the name of Cede & Co., as part­ner­ship nom­i­nee of The De­pos­i­tory Trust Com­pany, New York, New York (“DTC”), which will act as se­cu­ri­ties de­pos­i­tory for the Bonds. Own­er­ship in­ter­est in the Bonds will be trans­ferred pur­suant to the “BookEn­tryOnly Sys­tem” of DTC as de­scribed in the Of­fi­cial State­ment pre­pared by the Wa­ter Dis­trict with re­spect to the Bonds. Prin­ci­pal and in­ter­est on the Bonds will be payable by check or draft mailed by the Wa­ter Dis­trict Clerk (the “Fis­cal Agent”) to DTC, or to its nom­i­nee, Cede & Co., as the reg­is­tered owner of the Bonds. The pur­chaser of the Bonds may, how­ever, elect to have the Bonds reg­is­tered in the name of the pur­chaser, or a nom­i­nee of the pur­chaser, rather than Cede & Co., and in that case such pay­ments shall be made to the reg­is­tered owner and the Book-En­try-Only Sys­tem shall not ap­ply to the Bonds at the date of de­liv­ery of the Bonds. In such case, the Bonds shall be is­sued as cer­tifi­cated bonds in fully reg­is­tered form in de­nom­i­na­tions of $5,000, or in­te­gral mul­ti­ples thereof. Pay­ments of prin­ci­pal and in­ter­est on the Bonds shall be payable at the of­fice of the Wa­ter Dis­trict Clerk or an­other fis­cal agent for the Bonds, or, at the op­tion of the Wa­ter Dis­trict, at a prin­ci­pal cor­po­rate trust of­fice of a bank or trust com­pany to be named by the Wa­ter Dis­trict as its fis­cal agent.

Prin­ci­pal and in­ter­est on the Bonds will be payable in law­ful money of the United States of Amer­ica. Bonds will be fully reg­is­tered and will be valid and legally bind­ing gen­eral obli­ga­tions of said Wa­ter Dis­trict, all the tax­able real prop­erty within which will be sub­ject to the levy of ad val­orem taxes to pay said Bonds and in­ter­est thereon, with­out lim­i­ta­tion as to rate or amount. The Bonds may not be con­verted into coupon bonds or be reg­is­tered to bearer.

The Bonds ma­tur­ing on or be­fore De­cem­ber 15, 2025 are not be sub­ject to re­demp­tion prior to ma­tu­rity. The Bonds ma­tur­ing on or after De­cem­ber 15, 2026, and there­after will be sub­ject to re­demp­tion prior to ma­tu­rity, at the op­tion of the Wa­ter Dis­trict, in whole or in part, and if in part, in any or­der of their ma­tu­rity and in any amount within a ma­tu­rity (se­lected by lot within a ma­tu­rity), on any date on or after De­cem­ber 15, 2025, at par plus ac­crued in­ter­est to the date of re­demp­tion.

The Bonds shall be re­deemable prior to ma­tu­rity upon the giv­ing of no­tice which iden­ti­fies the Bonds to be re­deemed, by mail­ing such no­tice to the reg­is­tered hold­ers thereof at their re­spec­tive ad­dresses as shown upon the regis­tra­tion books of the Fis­cal Agent at least 30 days prior to the date set for any such re­demp­tion. If no­tice of re­demp­tion shall have been given as afore­said, the Bonds so called for re­demp­tion shall be­come due and payable at the ap­pli­ca­ble re­demp­tion price on the re­demp­tion date des­ig­nated in such no­tice, and in­ter­est on such Bonds shall cease to ac­crue from and after such re­demp­tion date.

The Lo­cal Fi­nance Law re­quires the Wa­ter Dis­trict to pledge its faith and credit for the pay­ment of the prin­ci­pal of the Bonds and the in­ter­est thereon. The Nas­sau County Civil Di­vi­sions Act, at Sec­tion 324.8, pro­vides that the amount re­quired to pay the prin­ci­pal and in­ter­est on Wa­ter Dis­trict Bonds payable dur­ing any year shall be raised by the levy of an ad val­orem tax on all the tax­able prop­erty in the Wa­ter Dis­trict as the same ap­pears upon the as­sess­ment rolls of the County of Nas­sau.

Each bid must be for all of said $8,890,000 Bonds and may state dif­fer­ent rates of in­ter­est for Bonds ma­tur­ing in dif­fer­ent cal­en­dar years; pro­vided, how­ever, that (i) only one rate of in­ter­est may be bid for Bonds of the same ma­tu­rity, (ii) the max­i­mum dif­fer­ence be­tween the high­est and low­est rate of in­ter­est bid may not ex­ceed four per cen­tum per an­num, (iii) all rates of in­ter­est bid must be stated in a mul­ti­ple of one-eighth or one-hun­dredth of one per cen­tum per an­num, and (iv) no rate may ex­ceed six per cen­tum per an­num. Un­less all bids are re­jected, the award will be made to the bid­der com­ply­ing with the terms of sale and of­fer­ing to pur­chase said Bonds at such rate or rates of in­ter­est as will pro­duce the low­est net in­ter­est cost com­puted in ac­cor­dance with the net in­ter­est cost method of cal­cu­la­tion. The net in­ter­est cost com­pu­ta­tion should be made as of the date of the de­liv­ery of the Bonds. If two or more such bid­ders of­fer to pur­chase the Bonds at the same net in­ter­est cost, com­puted as de­scribed above, the Bonds will be awarded to the bid­der whose bid of­fers to pur­chase the Bonds at the high­est pre­mium dol­lar amount. The right is re­served to re­ject any or all bids, and any bid not com­ply­ing with this No­tice of Sale will be re­jected. Each bid de­liv­ered in phys­i­cal form must be en­closed in a sealed en­ve­lope ad­dressed to the un­der­signed Su­per­vi­sor, and should be marked on the out­side “Pro­posal for Bonds”.

A good faith de­posit (the “De­posit”) in the form of a cer­ti­fied or cashier’s check, or a fi­nan­cial surety bond in the amount of $177,800 payable to the or­der of the Hicksville Wa­ter Dis­trict is re­quired for each bid to be con­sid­ered. If a check is used, it must be drawn upon an in­cor­po­rated bank or trust com­pany payable to the or­der of the “Hicksville Wa­ter Dis­trict, New York”, and must ac­com­pany the bid. If a fi­nan­cial surety bond is used, it must be from an in­sur­ance com­pany li­censed to is­sue such a bond in the State of New York, the claims pay­ing abil­ity of which is rated in the high­est rat­ing cat­e­gory by at least two na­tion­ally rec­og­nized sta­tis­ti­cal rat­ing or­ga­ni­za­tions, and such bond must be sub­mit­ted to the Wa­ter Dis­trict or its Fi­nan­cial Ad­vi­sor prior to the open­ing of the bids. The fi­nan­cial surety bond must iden­tify each bid­der whose de­posit is guar­an­teed by such fi­nan­cial surety bond. If the Bonds are to be awarded to a bid­der uti­liz­ing a fi­nan­cial surety bond, then the pur­chaser is re­quired to sub­mit its De­posit to the Wa­ter Dis­trict in the form of a cer­ti­fied or cashier’s check in such amount, as in­structed by the Wa­ter Dis­trict or its Fi­nan­cial Ad­vi­sor, not later than 2:00 P.M. (Pre­vail­ing Time) on the next busi­ness day fol­low­ing the award. If such de­posit is not re­ceived by that time, the fi­nan­cial surety bond may be drawn by the Wa­ter Dis­trict to sat­isfy the De­posit re­quire­ment. No in­ter­est on the De­posit will ac­crue to the Pur­chaser. The De­posit will be ap­plied to the pur­chase price of the Bonds.

The Bonds are is­sued to re­fund the out­stand­ing $9,280,000 prin­ci­pal amount of the Wa­ter Dis­trict’s $13,000,000 Wa­ter Dis­trict (Se­rial) Bonds, 2011, as de­scribed in the Of­fi­cial State­ment of the Wa­ter Dis­trict dated the date hereof, which is in­cor­po­rated herein by ref­er­ence.

THE WA­TER DIS­TRICT RE­SERVES THE RIGHT TO CHANGE THE TIME AND/OR DATE FOR THE OPEN­ING OF BIDS. NO­TICE OF ANY SUCH CHANGE SHALL BE PRO­VIDED NOT LESS THAN ONE HOUR PRIOR TO THE TIME SET FORTH ABOVE FOR THE OPEN­ING OF BIDS BY MEANS OF A SUP­PLE­MEN­TAL NO­TICE OF SALE TO BE TRANS­MIT­TED OVER TM3.

If the Bonds qual­ify for is­suance of any pol­icy of mu­nic­i­pal bond in­sur­ance or com­mit­ment there­fore at the op­tion of a bid­der, the pur­chase of any such in­sur­ance pol­icy or the is­suance of any such com­mit­ment there­fore shall be at the sole op­tion and ex­pense of such bid­der and any in-

creased costs of is­suance of the Bonds re­sult­ing by rea­son of the same shall be paid by such bid­der. Any fail­ure of the Bonds to be so in­sured or of any such pol­icy of in­sur­ance to be is­sued, shall not con­sti­tute cause for a fail­ure or re­fusal by the pur­chaser of the Bonds to ac­cept de­liv­ery of and pay for said Bonds in ac­cor­dance with the terms of the pur­chase con­tract.

In the event that prior to the de­liv­ery of the Bonds, the in­come re­ceived by own­ers thereof from bonds of the same type and char­ac­ter be­comes in­clud­able in the gross in­come of such own­ers for Fed­eral in­come tax pur­poses, the suc­cess­ful bid­der may, at his election, be re­lieved of his obli­ga­tions un­der the con­tract to pur­chase the Bonds, and in such case, the de­posit ac­com­pa­ny­ing his bid will be re­turned.

The pur­chase price of the Bonds, in ac­cor­dance with the pur­chaser’s bid, shall be paid IN FED­ERAL FUNDS or other funds avail­able for im­me­di­ate credit on the day of de­liv­ery, in an amount equal to the par amount of such Bonds, plus the pre­mium, if any, plus ac­crued in­ter­est from the date of such Bonds un­til said day of de­liv­ery. The clos­ing on said Bonds will take place at the of­fices of Nor­ton Rose Ful­bright US LLP, 1301 Av­enue of the Amer­i­cas, 28th Floor, New York, New York, on or about Oc­to­ber 2, 2018.

CUSIP iden­ti­fi­ca­tion numbers will be printed on said Bonds if the pur­chaser pro­vides Bond Coun­sel with such numbers by tele­fax or any other mode of writ­ten com­mu­ni­ca­tion (ver­bal ad­vice will not be ac­cepted) by 5:00 P.M. on the date of sale of the Bonds, but nei­ther the fail­ure to print such num­ber on any Bond nor any er­ror with re­spect thereto shall con­sti­tute cause for a fail­ure or re­fusal by the pur­chaser thereof to ac­cept de­liv­ery of and pay for said Bonds in ac­cor­dance with the terms of the pur­chase con­tract. All ex­penses in re­la­tion to the print­ing of CUSIP numbers on said Bonds shall be paid for by the is­suer; pro­vided, how­ever, that the CUSIP Ser­vice Bureau charge for the as­sign­ment of said numbers shall be the re­spon­si­bil­ity of and shall be paid for by the pur­chaser.

The Bonds will be avail­able for in­spec­tion by the pur­chaser at DTC, not less than 24 hours prior to the time set for the de­liv­ery thereof. It shall be the re­spon­si­bil­ity of the pur­chaser to ver­ify the CUSIP numbers at such time.

As a con­di­tion to the pur­chaser’s obli­ga­tion to ac­cept de­liv­ery of and pay for the Bonds, the fol­low­ing items will be avail­able to the pur­chaser, with­out cost, dated as of the date of the de­liv­ery of and pay­ment for the Bonds: (i) a cer­tifi­cate of the Trea­surer cer­ti­fy­ing that (a) as of the date of the Of­fi­cial State­ment fur­nished by the Wa­ter Dis­trict in re­la­tion to said Bonds (which Of­fi­cial State­ment is deemed by the Wa­ter Dis­trict to be fi­nal for pur­poses of Se­cu­ri­ties and Ex­change Com­mis­sion Rule 15c212 (the “Rule”), ex­cept for the omis­sion there­from of those items al­low­able un­der said Rule), said Of­fi­cial State­ment did not con­tain any un­true state­ments of a ma­te­rial fact or omit to state a ma­te­rial fact nec­es­sary to make the state­ments therein, in the light of the cir­cum­stances un­der which they were made, not mis­lead­ing, sub­ject to the con­di­tion that while in­for­ma­tion in said Of­fi­cial State­ment ob­tained from sources other than the Wa­ter Dis­trict is not guar­an­teed as to accuracy, com­plete­ness or fair­ness, he has no rea­son to be­lieve and does not be­lieve that such in­for­ma­tion is ma­te­ri­ally in­ac­cu­rate or mis­lead­ing, and (b) to his knowl­edge, since the date of said Of­fi­cial State­ment, there have been no ma­te­rial trans­ac­tions not in the or­di­nary course of af­fairs en­tered into by the Wa­ter Dis­trict and no ma­te­rial ad­verse changes in the gen­eral af­fairs of the Wa­ter Dis­trict or in its fi­nan­cial con­di­tion as shown in said Of­fi­cial State­ment other than as dis­closed in or con­tem­plated by said Of­fi­cial State­ment; (ii) a Con­tin­u­ing Dis­clo­sure Un­der­tak­ing Cer­tifi­cate of the Wa­ter Dis­trict, ex­e­cuted by the Trea­surer, sub­stan­tially as de­scribed in the Of­fi­cial State­ment; (iii) a Clos­ing Cer­tifi­cate, con­sti­tut­ing re­ceipt for the Bond pro­ceeds and a sig­na­ture cer­tifi­cate, which will in­clude a state­ment that no lit­i­ga­tion is pend­ing or, to the knowl­edge of the sign­ers, threat­ened af­fect­ing the Bonds; (iv) a tax cer­tifi­cate ex­e­cuted on be­half of the Wa­ter Dis­trict which in­cludes, among other things, covenants, re­lat­ing to com­pli­ance with the In­ter­nal Rev­enue Code of 1986 (the “Code”), with the own­ers of the Bonds that the Wa­ter Dis­trict will, among other things, (A) take all ac­tions on its part nec­es­sary to cause in­ter­est on the Bonds to be ex­clud­able from the gross in­come of the own­ers thereof for Fed­eral in­come tax pur­poses, in­clud­ing, with­out lim­i­ta­tion, re­strict­ing, to the ex­tent nec­es­sary, the yield on in­vest­ments made with the pro­ceeds of the Bonds and in­vest­ment earn­ings thereon, mak­ing re­quired pay­ments to the Fed­eral gov­ern­ment, if any, with re­gard to both the Bonds and any obli­ga­tions re­funded with pro­ceeds of the Bonds, and main­tain­ing books and records in a spec­i­fied man­ner, where ap­pro­pri­ate, and (B) re­frain from tak­ing any ac­tion which would cause in­ter­est on the Bonds to be in­clud­able in the gross in­come of the own­ers thereof for Fed­eral in­come tax pur­poses, in­clud­ing, with­out lim­i­ta­tion, re­frain­ing from spend­ing the pro­ceeds of the Bonds and in­vest­ment earn­ings thereon on cer­tain spec­i­fied pur­poses; and (v) the un­qual­i­fied le­gal opin­ion as to the va­lid­ity of the Bonds of Nor­ton Rose Ful­bright US LLP, New York, New York, sub­stan­tially in the form at­tached to the Of­fi­cial State­ment.

Al­though the Bonds are be­ing sold pur­suant to this No­tice of Sale, the Bonds are none­the­less be­ing sold at “pri­vate sale” within the mean­ing of Sec­tion 90.10 (f)(2) of the Lo­cal Fi­nance Law and, ac­cord­ingly, the sale of the Bonds pur­suant to this No­tice of Sale is sub­ject to the ap­proval of the terms and con­di­tions of the sale by the State Comptroller. Each bid­der, by sub­mit­ting a bid, is agree­ing to sup­ply such pric­ing and sale in­for­ma­tion as is nec­es­sary to ob­tain such ap­proval in a timely man­ner fol­low­ing award of the Bonds.

By sub­mit­ting a bid, each bid­der is cer­ti­fy­ing that its bid is a firm of­fer to pur­chase the Bonds, is a good faith of­fer which the bid­der be­lieves re­flects cur­rent mar­ket con­di­tions, and is not a “cour­tesy bid” be­ing sub­mit­ted for the pur­pose of as­sist­ing in meet­ing the com­pet­i­tive sale re­quire­ments re­lat­ing to the es­tab­lish­ment of the “is­sue price” of the Bonds pur­suant to Sec­tion 148 of the Code, in­clud­ing the re­quire­ment that bids be re­ceived from at least three (3) un­der­writ­ers of mu­nic­i­pal bonds who have es­tab­lished in­dus­try rep­u­ta­tions for un­der­writ­ing new is­suances of mu­nic­i­pal bonds (the “Com­pet­i­tive Sale Re­quire­ments”). The Mu­nic­i­pal Ad­vi­sor will ad­vise the win­ning bid­der if the Com­pet­i­tive Sale Re­quire­ments were met at the same time it no­ti­fies the win­ning bid­der of the award of the Bonds. Bids will not be sub­ject to can­cel­la­tion in the event that the Com­pet­i­tive Sale Re­quire­ments are not sat­is­fied.

The win­ning bid­der shall, within one (1) hour after be­ing no­ti­fied of the award of the Bonds, ad­vise the Mu­nic­i­pal Ad­vi­sor by elec­tronic or fac­sim­ile trans­mis­sion of the rea­son­ably ex­pected ini­tial of­fer­ing price or yield to the pub­lic of each ma­tu­rity of the Bonds (each an “Ini­tial Re­of­fer­ing Price”) as of the date of the award upon which the win­ning bid­der’s bid is based.

By sub­mit­ting a bid, the win­ning bid­der agrees (un­less the win­ning bid­der is pur­chas­ing the Bonds for its own ac­count and not with view to dis­tri­bu­tion or re­sale to the pub­lic) that if the Com­pet­i­tive Sale Re­quire­ments are not met, it will sat­isfy the re­quire­ments (a), (b) and (c) un­der the head­ing “Hold the Price Re­quire­ments” be­low.

Hold the Price Re­quire­ments

The win­ning bid­der:

(a) will make a bona fide of­fer­ing to the pub­lic of each ma­tu­rity of the Bonds at its Ini­tial Re­of­fer­ing Price and pro­vide Bond Coun­sel with rea­son­able sup­port­ing doc­u­men­ta­tion, such as a copy of the pric­ing wire or equiv­a­lent com­mu­ni­ca­tion, the form of which is ac­cept­able to Bond Coun­sel;

(b) will nei­ther of­fer nor sell to any per­son any ma­tu­rity of Bonds at a price that is higher, or a yield that is lower, than the Ini­tial Re­of­fer­ing Price of such ma­tu­rity un­til the ear­lier of (i) the date on which the win­ning bid­der has sold to the pub­lic at least ten (10) per­cent of the Bonds of such ma­tu­rity at a price that is no higher, or a yield that is no lower, than its Ini­tial Re­of­fer­ing Price or (ii) the close of busi­ness of the 5th busi­ness day after the date of the award of the Bonds, and

(c) has in­cluded or will in­clude within any agree­ment among un­der­writ­ers, any selling group agree­ment and each re­tail dis­tri­bu­tion agree­ment re­lat­ing to the ini­tial sale of the Bonds to the pub­lic, to­gether with the re­lated pric­ing wires, lan­guage obli­gat­ing each un­der­writer to com­ply with the lim­i­ta­tions on the sale of the Bonds as set forth above.

Re­gard­less of whether or not the Com­pet­i­tive Sale Re­quire­ments were met, the win­ning bid­der shall sub­mit to the Dis­trict a cer­tifi­cate (the “Re­of­fer­ing Price Cer­tifi­cate”), sat­is­fac­tory to Bond Coun­sel, prior to the de­liv­ery of the Bonds stat­ing the ap­pli­ca­ble facts as de­scribed above. The form of Re­of­fer­ing Price Cer­tifi­cate can be ob­tained by con­tact­ing Bond Coun­sel or the Mu­nic­i­pal Ad­vi­sor.

If the win­ning bid­der has pur­chased any of the Bonds for its own ac­count and not with a view to dis­tri­bu­tion or re­sale to the pub­lic, then, whether or not the Com­pet­i­tive Sale Re­quire­ments were met, the Re­of­fer­ing Price Cer­tifi­cate will re­cite such facts and iden­tify the prices at which the pur­chase of the Bonds was made.

For pur­poses of this No­tice: (1) “ma­tu­rity” refers to Bonds that have the same in­ter­est rate, credit and pay­ment terms; (2) “pub­lic” means any per­son (in­clud­ing an in­di­vid­ual, trust, es­tate, part­ner­ship, as­so­ci­a­tion, com­pany, or cor­po­ra­tion) other than an un­der­writer or a re­lated party to an un­der­writer; (3) “re­lated party” for pur­poses of this cer­tifi­cate gen­er­ally means any two or more per­sons who have greater than 50 per­cent com­mon own­er­ship, di­rectly or in­di­rectly; and (4) “un­der­writer” means (i) any per­son that agrees pur­suant to a writ­ten con­tract with the Dis­trict (or with the win­ning bid­der to form an un­der­writ­ing syn­di­cate) to par­tic­i­pate in the ini­tial sale of the Bonds to the pub­lic, and (ii) any per­son that agrees pur­suant to a writ­ten con­tract di­rectly or in­di­rectly with a per­son de­scribed in im­me­di­ately pre­ced­ing clause (i) to par­tic­i­pate in the ini­tial sale of the Notes to the pub­lic (in­clud­ing a mem­ber of a selling group or a party to a re­tail dis­tri­bu­tion agree­ment par­tic­i­pat­ing in the ini­tial sale of the Notes to the pub­lic).

The Wa­ter Dis­trict will not des­ig­nate the Bonds “qual­i­fied tax-ex­empt obli­ga­tions” pur­suant to the Code.

Any party ex­e­cut­ing and de­liv­er­ing a bid for the Bonds agrees, if its bid is ac­cepted by the Wa­ter Dis­trict, to pro­vide to the Wa­ter Dis­trict, in writ­ing, within two busi­ness days after the date of such award, all in­for­ma­tion which said suc­cess­ful bid­der de­ter­mines is nec­es­sary for it to com­ply with the Rule, in­clud­ing all nec­es­sary pric­ing and sale in­for­ma­tion, in­for­ma­tion with re­spect to the pur­chase of mu­nic­i­pal bond in­sur­ance, if any, and un­der­writer iden­ti­fi­ca­tion. Within five busi­ness days fol­low­ing re­ceipt by the Wa­ter Dis­trict thereof, the Wa­ter Dis­trict will fur­nish to the suc­cess­ful bid­der, in rea­son­able quan­ti­ties as re­quested by the suc­cess­ful bid­der, copies of said Of­fi­cial State­ment, up­dated as nec­es­sary, and sup­ple­mented to in­clude said in­for­ma­tion. Fail­ure by the suc­cess­ful bid­der to pro­vide such in­for­ma­tion will pre­vent the Wa­ter Dis­trict from fur­nish­ing such Of­fi­cial State­ment as de­scribed above. The Wa­ter Dis­trict shall not be re­spon­si­ble or li­able in any man­ner for the suc­cess­ful bid­der’s de­ter­mi­na­tion of in­for­ma­tion nec­es­sary to com­ply with the Rule or the accuracy of any such in­for­ma­tion pro­vided by the suc­cess­ful bid­der or for fail­ure to fur­nish such Of­fi­cial State­ment as de­scribed above which re­sults from a fail­ure by the suc­cess­ful bid­der to pro­vide the afore­men­tioned in­for­ma­tion within the time spec­i­fied. Ac­cep­tance by the suc­cess­ful bid­der of such fi­nal Of­fi­cial State­ment shall be con­clu­sive ev­i­dence of the sat­is­fac­tory com­ple­tion of the obli­ga­tions of said Wa­ter Dis­trict with re­spect to the prepa­ra­tion and de­liv­ery thereof.

The pop­u­la­tion of the Wa­ter Dis­trict is ap­prox­i­mately 48,000 (Dis­trict Es­ti­mate). No Debt State­ment is re­quired to be pre­pared for the Wa­ter Dis­trict. The is­suance of the Bonds will not in­crease the to­tal net in­debt­ed­ness of the Wa­ter Dis­trict. A printed Of­fi­cial State­ment will be fur­nished to any in­ter­ested bid­der upon re­quest.

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