(iii) a purchaser of any of the Series 2018 Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) “sale date” means the date that the Series 2018 Bonds are awarded by the University to the successful bidder. CUSIP Numbers It is anticipated that CUSIP identification numbers will be printed on the Series 2018 Bonds; however, neither the failure to print CUSIP numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser thereof to accept delivery of and pay for the Series 2018 Bonds. The University will obtain CUSIP numbers. The charge of the CUSIP Service Bureau shall be paid by the successful bidder; however, all expenses for obtaining CUSIP numbers for the Series 2018 Bonds shall be paid for by the University. Bond Counsel Opinion The University will furnish to the purchaser of the Series 2018 Bonds, the bond counsel opinion of Foster Pepper PLLC, Seattle, Washington, Bond Counsel, in substantially the form attached to the Preliminary Official Statement in APPENDIX C. Continuing Disclosure The University has entered into an undertaking for the benefit of the owners of the Series 2018 Bonds to provide certain financial information and operating data and notice of certain events to the Municipal Securities Rulemaking Board (“MSRB”) pursuant to the requirements of paragraph (b)(5)(i) of Securities and Exchange Commission (“SEC”) Rule 15c2-12 (the “Rule”). See “CONTINUING DISCLOSURE UNDERTAKING” in the Preliminary Official Statement. Closing Documents As a condition to the obligation of the successful bidder to accept delivery of and pay for the Series 2018 Bonds, the University will furnish a certificate of an official or officials of the University stating that to the best knowledge of such official(s), as of the date of the Official Statement and as of the date of delivery of the Series 2018 Bonds, the information (including financial information) contained in the Official Statement was, as of its date, and is, as of the date of closing, true and correct in all material respects and did not and does not contain any untrue statement of a material fact or omit any statement or information which is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (however, the University will make no representation regarding Bond Counsel’s form of opinion or the information provided by or obtained from DTC or any entity providing bond insurance or other credit facility). A no-litigation certificate will also be included in the closing documents for the Series 2018 Bonds. Official Statement The Preliminary Official Statement is in a form deemed final by the University for the purpose of the Rule, but is subject to revision, amendment and completion in a final Official Statement which the University will deliver, to the successful bidder, at the University’s expense, not later than seven business days after the University’s acceptance of the successful bidder’s proposal, in sufficient quantities to permit the successful bidder to comply with the Rule. The successful bidder shall file, or cause to be filed, the final Official Statement with the MSRB within one business day following the receipt of the Official Statement from the University. The successful bidder also agrees: (i) to provide to the University, in writing, promptly after the acceptance of the bid, pricing and other related information, including initial reoffering prices of the Series 2018 Bonds, necessary for completion of the final Official Statement; (ii) to disseminate to all members of the underwriting syndicate, if any, copies of the final Official Statement, including any amendments or supplements prepared by the University; and
xiii
Made with FlippingBook - professional solution for displaying marketing and sales documents online