SEADOCS-#51537231-v3-CWU 2016 Bonds Sale Resolution · 2016. 8. 9. · BOARD OF TRUSTEES CENTRAL WASHINGTON UNIVERSITY SYSTEM REVENUE REFUNDING BONDS, SERIES 2016 BOND SALE RESOLUTION

BOARD OF TRUSTEES CENTRAL WASHINGTON UNIVERSITY

SYSTEM REVENUE REFUNDING BONDS, SERIES 2016

BOND SALE RESOLUTION RESOLUTION NO. 16-07

A RESOLUTION of the Board of Trustees of Central Washington University approving the competitive sale of $29,175,000 principal amount of System Revenue Refunding Bonds, Series 2016, of the University; fixing the interest rates; appointing the Refunding Trustee; and providing for other matters properly relating thereto.

ADOPTED: AUGUST 9, 2016

Prepared by:

Foster Pepper PLLC 1111 Third Avenue, Suite 3000

Seattle, Washington 98101 (206) 447-4400




TABLE OF CONTENTS Section 1 . Definitions.................................................................................................................... 2

Section 2 . Ratification of Notice of Sale; Acceptance of Bid; Sale of Series 2016 Bonds .......... 2

Section 3 . Appointment of Refunding Trustee ............................................................................. 2

Section 4 . Bond Insurance ............................................................................................................ 2

Section 5 . Undertaking.................................................................................................................. 3

Section 6 . Severability .................................................................................................................. 3

Section 7 . Immediate Effect .......................................................................................................... 3

Exhibit A - Official Notice of Sale Exhibit B - Winning Bid Exhibit C - All Other Bids

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A RESOLUTION of the Board of Trustees of Central Washington University approving the competitive sale of $29,175,000 principal amount of System Revenue Refunding Bonds, Series 2016, of the University; fixing the interest rates; appointing the Refunding Trustee; and providing for other matters properly relating thereto.

WHEREAS, the Board of Trustees (the “Board”) of Central Washington University (the

“University”), by Restated Master Resolution No. 12-02, adopted February 3, 2012 (the “Master

Resolution”), and Resolution No. 16-06, adopted July 28, 2016 (the “Series Resolution”),

authorized the issuance and sale by the University of its System Revenue Refunding Bonds,

Series 2016 (the “Series 2016 Bonds”) in the aggregate principal amount of not to exceed

$33,410,000; and

WHEREAS, pursuant to the Series Resolution, the Treasurer caused the preliminary

official statement dated July 29, 2016, to be prepared for the public sale of the Series 2016

Bonds and the Official Notice of Sale dated July 29, 2016 (the “Notice of Sale”), to be duly

given, and bids have been received in accordance with the Notice of Sale; and

WHEREAS, after review and analysis of the bids received, the Board deems it necessary

and desirable to authorize the sale of the Series 2016 Bonds to Hilltop Securities Inc., as the

bidder offering the lowest true interest cost therefor;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF

CENTRAL WASHINGTON UNIVERSITY as follows:

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Section 1. Definitions. In addition to the definitions contained in the Master Resolution

and the Series Resolution, the terms used in this Bond Sale Resolution, including the preamble

hereto, which are defined in the Master Resolution and the Series Resolution shall have the

meanings set forth in such resolutions. For purposes of this resolution, if the following words are

defined in the Series Resolution, the following definitions shall supersede or supply the

definitions of those words in the Series Resolution.

“Series 2016 Bond Resolution” means, together, the Master Resolution, the Series

Resolution and this Bond Sale Resolution.

“Underwriter” means Hilltop Securities Inc.

Section 2. Ratification of Notice of Sale; Acceptance of Bid; Sale of Series 2016 Bonds.

The terms and conditions set forth in the Notice of Sale, attached hereto as Exhibit A, are ratified

and confirmed. The Board accepts the bid to purchase the Series 2016 Bonds set forth in the

Underwriter’s bid attached hereto as Exhibit B, as modified consistent with the “Final Term

Sheet” and “Pricing Summary” attached as part of Exhibit B. All other bids that have been

received are attached hereto as Exhibit C. The Series 2016 Bonds shall conform in all other

respects to the terms and conditions specified in the Series 2016 Bond Resolution.

Section 3. Appointment of Refunding Trustee. U.S. Bank National Association is

appointed Refunding Trustee.

Section 4. Bond Insurance. The Treasurer is authorized to procure or facilitate the

procurement of a municipal bond insurance policy to insure all or a portion of the Series 2016

Bonds and is further authorized to execute and deliver any and all contracts or other documents

in connection with such bond insurance that are consistent with the Series 2016 Bond

Resolution.

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Section 5. Undertaking. Pursuant to Section 18(b)(i) of the Series Resolution, the tables

included in the description of the Undertaking included in the preliminary official statement

dated July 29, 2016, prepared for the public sale of the Series 2016 Bonds, are approved.

Section 6. Severability. If any one or more of the covenants or agreements provided in

this Bond Sale Resolution to be performed on the part of the University shall be declared by any

court of competent jurisdiction to be contrary to law, then such covenant or covenants,

agreement or agreements, shall be null and void and shall be deemed separable from the

remaining covenants and agreements in this Bond Sale Resolution and shall in no way affect the

validity of the other provisions of this Bond Sale Resolution or of any Parity Bonds.

Section 7. Immediate Effect. This Bond Sale Resolution shall be effective immediately

upon its adoption. Any actions pursuant to this Bond Sale Resolution, prior to its effective date,

are ratified and confirmed.

PASSED AND APPROVED by the Board of Trustees of Central Washington University

at a special meeting held on the 9th day of August, 2016, notice thereof having been given as

required by law.

CENTRAL WASHINGTON UNIVERSITY Chair of its Board of Trustees

ATTEST: Secretary of its Board of Trustees 51537231.3

EXHIBIT A

[Attach here a copy of the Official Notice of Sale]

OFFICIAL NOTICE OF SALE $28,360,000 *

Central Washington University System Revenue Refunding Bonds, Series 2016

NOTICE IS HEREBY GIVEN that electronic bids will be received by Central Washington University (the “University”), for purchase of the above described bonds (the “Series 2016 Bonds”) at

8:30 a.m. Pacific Time on August 9, 2016.

or such other day or time and under such other terms and conditions as may be established by the University and communicated as described under “Modification; Cancellation; Postponement.”

The Series 2016 Bonds will be sold on an all-or-none basis.

Bids must be submitted electronically as described herein.

Bids must be submitted electronically via the Qualified Electronic Bid Provider in accordance with this Official Notice of Sale. The University has designated PARITY® as the Qualified Electronic Bid Provider for purposes of receiving electronic bids for the Series 2016 Bonds. Electronic bids will be received via PARITY® until the time and date of sale, and no bid will be accepted after that time. For further information about PARITY® including any fees charged, potential bidders may contact PARITY® at (212) 849-5021. By designating a bidding service as a Qualified Electronic Bid Provider, the University does not endorse the use of such bidding service. See “BIDDING INFORMATION AND AWARD - Submission of Bids” below.

All bids properly received will be considered and acted on by the University no later than 4:30 p.m. Pacific Time on the sale date. Bidders are referred to the Preliminary Official Statement for additional information regarding the University, the Series 2016 Bonds, the security therefor, and other matters.

Modification; Cancellation; Postponement.

Bidders are advised that the University may modify the terms of this Official Notice of Sale prior to the time set for the receipt of bids. Any such modifications will be provided to the Qualified Electronic Bid Provider and i-Deal Prospectus on or prior to the time bids are due. In addition, the University may cancel or postpone the date and time for the receipt of bids for the Series 2016 Bonds at any time prior to the time bids are due. Notice of such cancellation or postponement will be communicated to the Qualified Electronic Bid Provider and i-Deal Prospectus as soon as practical following such cancellation or postponement. If a postponement occurs, bids will be received at the time and in the manner the University determines. As an accommodation to bidders, telephonic or electronic notice of any amendment or modification of this Official Notice of Sale will be given to any bidder requesting such notice from the University’s Financial Advisor, Public Financial Management, Inc., telephone: (206) 858-5363 or by e-mail at: [email protected]. Failure of any bidder to receive such notice by telephone, the Qualified Electronic Bid Provider or i-Deal Prospectus will not affect the legality of the sale.

Each bidder (and not the University or its Financial Advisor) is responsible for the timely delivery of its bid. The official time will be determined by the University and not by any bidder or Qualified Electronic Bid Provider.

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Description of the Series 2016 Bonds

Each Series 2016 Bond will be dated its date of initial delivery. The Series 2016 Bonds will bear interest payable semiannually on each May 1 and November 1, beginning May 1, 2017, to their maturity or earlier redemption. Principal will be payable on the dates and in the amounts shown below, except as may be adjusted as described herein.

Maturity Dates (May 1)

Principal Amounts*

Maturity Dates (May 1)

Principal Amounts*

2019 $1,000,000 2029 $1,395,000 2020 1,030,000 2030 1,455,000 2021 1,060,000 2031 1,510,000 2022 1,095,000 2032 1,575,000 2023 1,125,000 2033 1,635,000 2024 1,160,000 2034 1,705,000 2025 1,195,000 2035 1,775,000 2026 1,245,000 2036 1,845,000 2027 1,295,000 2037 1,920,000 2028 1,345,000 2038 1,995,000

∗ Preliminary; subject to adjustment by the University as provided in this Official Notice of Sale. These amounts will represent serial maturities unless Term Bonds are specified, by the successful bidder, as described in this Official Notice of Sale, in which case these amounts will represent mandatory redemption amounts of Term Bonds. See “Redemption Provisions – Mandatory Redemption” below.

Adjustment of Principal Amount of Series 2016 Bonds and Bid Price

Before Receipt of Bids. Bidders are advised that the University may increase or decrease the total principal amount and/or the amounts of individual maturities of Series 2016 Bonds stated in this Official Notice of Sale (including any amendments issued through the Qualified Electronic Bid Provider and i-Deal Prospectus) prior to the bidding. If such changes are made, they will be made available through the Qualified Electronic Bid Provider.

After Receipt of the Bids. Following the time bids are due, the University reserves the right to increase or decrease the aggregate principal amount of the Series 2016 Bonds by an amount not to exceed 10 percent. The University also reserves the right to increase or decrease the principal amount of any maturity by up to 15 percent of the preliminary principal amount of that maturity, rounded up to the next $5,000. Adjustments in any principal amount in excess of 15 percent of the principal amount of that maturity, rounded up to the next $5,000, may be made with approval of the successful bidder. The price bid by the successful bidder will be adjusted by the University to reflect an increase or decrease in the principal amount and maturity schedule for the Series 2016 Bonds, taking into account the interest rates, coupons and underwriting compensation in the bid as submitted. In the event the University elects to adjust the bond size after the bid pursuant to this Official Notice of Sale, the underwriter’s discount (net of bond insurance expense, if any), expressed in dollars per thousand, will be held constant. The University will not be responsible in the event and to the extent that any adjustment affects the net compensation to be realized by the successful bidder, or the true interest cost of the winning bid or its ranking relative to other bids.

Redemption Provisions

Optional Redemption. The Series 2016 Bonds maturing on May 1 in the years 2019 through 2026 are not subject to redemption prior to their stated maturity dates. The Series 2016 Bonds maturing on or after May 1, 2027, are subject to optional redemption, as a whole or in part (and if in part, with maturities to be selected by the University), on any date on and after May 1, 2026, at a price of par plus accrued interest to the date fixed for redemption.

Mandatory Redemption. Bidders have the option to designate part or all of the Series 2016 Bonds maturing in the years 2027 and later as Term Bonds subject to mandatory redemption at a price of par plus accrued interest, in the years and in the amounts set forth in the serial maturity schedule for the Series 2016 Bonds, subject to adjustment as described herein. Any Term Bonds so designated must consist of the total principal payments for two or more consecutive years and mature on the latest of such years. If no Term Bonds are designated, the Series 2016 Bonds will mature in the amounts and on the dates set forth in the serial maturity schedule set forth above and subject to adjustment as described herein. See “THE SERIES 2016 BONDS – Redemption Provisions” in the Preliminary Official Statement.

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Purpose of the Series 2016 Bonds

The Series 2016 Bonds are being issued for the purpose of advance refunding the callable maturities of the University’s System Revenue Bonds, Series 2008 to achieve a reduction in debt service, and paying costs of issuance of the Series 2016 Bonds.

Security for the Series 2016 Bonds

The Series 2016 Bonds are special fund revenue obligations of the University payable solely from and secured solely by Gross Revenue of the System on deposit in the System Revenue Bond Fund (the “Bond Fund”), and do not in any manner or to any extent constitute general obligations of the University or of the State, or of any political subdivision of the State. The University has no taxing power. The amounts pledged to be paid into the System Revenue Bond Fund are a prior lien and charge upon the Gross Revenue superior to all other charges of any kind or nature whatsoever.

Registration and Book-Entry Transfer System

The Series 2016 Bonds will be issued as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. DTC will act as the initial securities depository for the Series 2016 Bonds. Individual purchases and sales of the Series 2016 Bonds will be made in book-entry form only in denominations of $5,000 or integral multiples thereof within a maturity (“Authorized Denominations”). Purchasers of beneficial interests in the Series 2016 Bonds (“Beneficial Owners”) will not receive physical certificates representing their interests in the Series 2016 Bonds. So long as Cede & Co. is the Registered Owner of the Series 2016 Bonds, as nominee for DTC, references to the Registered Owners herein will mean Cede & Co. or its successor and will not mean the Beneficial Owners of the Series 2016 Bonds. See “APPENDIX D – BOOK-ENTRY TRANSFER SYSTEM” in the Preliminary Official Statement.

BIDDING INFORMATION AND AWARD

Submission of Bids

Bids for the Series 2016 Bonds are to be submitted electronically via the Qualified Electronic Bid Provider.

Hard copy bids will not be accepted. By submitting a bid for the Series 2016 Bonds, such bidder thereby agrees to the following terms and conditions:

(i) If any provision in this Official Notice of Sale with respect to the Series 2016 Bonds conflicts with information or terms provided or required by the Qualified Electronic Bid Provider, this Official Notice of Sale (including any amendments issued through the Qualified Electronic Bid Provider and i-Deal Prospectus) shall control.

(ii) The bidder is solely responsible for making necessary arrangements to access the Qualified Electronic Bid Provider for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Official Notice of Sale (including any amendments issued by the University through the Qualified Electronic Bid Provider and i-Deal Prospectus).

(iii) The University has no duty or obligation to provide or assure access to the Qualified Electronic Bid Provider to any bidder, and the University shall not be responsible for proper operation of, or have any liability for, any delays, interruptions or damages caused by use or attempted use of the Qualified Electronic Bid Provider or any incomplete, inaccurate or untimely bid submitted by any bidder through the Qualified Electronic Bid Provider.

(iv) The University is permitting the use of the Qualified Electronic Bid Provider as a communication mechanism, and not as the University’s agent, to conduct the electronic bidding for the Series 2016 Bonds. The Qualified Electronic Bid Provider is acting as an independent contractor, and is not acting for or on behalf of the University.

(v) The University is not responsible for ensuring or verifying bidder compliance with any Qualified Electronic Bid Provider procedures.

(vi) The bid accepted by the University, this Official Notice of Sale (including any amendments issued through the Qualified Electronic Bid Provider and i-Deal Prospectus) and the information that is transmitted electronically through the Qualified Electronic Bid Provider shall form a contract, and the bidder shall be bound by the terms of such contract.

(vii) Information provided by the Qualified Electronic Bid Provider to bidders shall form no part of any bid or of any contract between the successful bidder and the University unless that information is included in this Official Notice of Sale (including any amendments issued through the Qualified Electronic Bid Provider and i-Deal Prospectus).

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Bid Details and Parameters

Form of Bids. Bids for the Series 2016 Bonds must be unconditional, and for not less than the entire offering of the Series 2016 Bonds. By submitting a bid, each bidder agrees to all of the terms and conditions of this Official Notice of Sale (including any amendments issued by the University through the Qualified Electronic Bid Provider and i-Deal Prospectus). Bids must be submitted electronically via the Qualified Electronic Bid Provider. Bids may not be withdrawn or revised after the time that bids are due.

Interest Rates Bid. Bids may specify any number of interest rates in multiples of one-eighth of one percent (1/8 of 1 percent) or one-hundredth of one percent (1/100 of 1 percent). All Series 2016 Bonds of the same maturity must bear interest at the same rate and no Series 2016 Bond shall bear interest at more than one rate. No rate of interest may exceed 5.0 percent.

Premium and Discount. No bid will be considered for a price that is less than 98 percent or more than 130 percent of the par value of the Series 2016 Bonds. Each maturity must be reoffered at a yield that will produce a price of not less than 98 percent of the principal amount for that maturity. For purposes of the preceding sentences, “price” means the price as calculated using the lesser of the yield to the redemption date, if any, or the yield to the maturity date.

Good Faith Deposit.

The successful bidder for the Series 2016 Bonds shall deliver a good faith deposit in the amount of $300,000 to the University. The good faith deposit must be paid by federal funds wire transfer delivered no later than two hours following the successful bidder’s receipt of the verbal award. Wiring instructions will be provided to the successful bidder at the time of the verbal award. The good faith deposit will be retained by the University as security for the performance of the successful bidder and shall be applied to the purchase price of the Series 2016 Bonds upon delivery of the Series 2016 Bonds to the successful bidder. Pending delivery of the Series 2016 Bonds, the good faith deposit may be invested for the sole benefit of the University. If the Series 2016 Bonds are ready for delivery and the successful bidder fails or neglects to complete the purchase within 30 days following acceptance of its bid, the good faith deposit shall be retained by the University as reasonable liquidated damages, and not as a penalty.

Such retention will constitute a full release and discharge of all claims by the University against the successful bidder and, in that event, the University may call for additional proposals. The University’s actual damages may be higher or lower than the amount of such good faith deposit. Such amount constitutes a good faith estimate of the University’s actual damages. Each bidder waives the right to claim that actual damages arising from such default are less than such amount.

Selection of the Successful Bidder

The bids for the Series 2016 Bonds will be considered by the University at the date and time set for sale. Formal award of the Series 2016 Bonds will be made after approval by the Board of Trustees at a special meeting to be held no later than [4:30 p.m.] Pacific Time on the date of sale of the Series 2016 Bonds. The Series 2016 Bonds will be sold to the bidder submitting a bid in conformance with this Official Notice of Sale that produces the lowest true interest cost to the University, and complies with certain parameters set forth in the Bond Resolution, including a maximum allowable true interest cost and minimum net present value savings. The true interest cost will be the rate necessary, when using a 360-day year consisting of twelve 30-day months, and semiannual compounding, to discount the debt service payments from the payment dates to the date of the Series 2016 Bonds and to the price bid.

The successful bidder for the Series 2016 Bonds will be bound to purchase the Series 2016 Bonds in the principal amount, at such price, and with such interest rates as are specified in its bid, unless there is an adjustment in the principal amounts of the Series 2016 Bonds, in which case the successful bidder shall be bound to purchase the Series 2016 Bonds in the adjusted principal amounts at the revised bid amount, as described above under the heading “Adjustment of Principal Amount of Series 2016 Bonds and Bid Price.”

The University reserves the right to reject any or all bids and to waive any irregularity in any bid or the bidding process. If all bids are rejected, then the Series 2016 Bonds may be sold in any manner provided by law. Any bid presented after the time specified for receipt of the bids will not be accepted, and any bid not backed by the required good faith deposit will not be considered. The successful bid shall remain in effect until [5:00 p.m.], Pacific Time, on the date set for the receipt of bids.

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Bond Insurance; Rating

Bond Insurance. The purchase of any insurance policy for the Series 2016 Bonds or the issuance of any commitment therefor will be at the sole option and expense of the successful bidder for the Series 2016 Bonds. Bids may not be conditioned upon qualification for or the receipt of municipal bond insurance. Any increased costs of issuance of the Series 2016 Bonds resulting from such purchase of insurance will be paid by the successful bidder for the Series 2016 Bonds and will not, in any event, be paid by the University. Payment of any bond insurance premium and satisfaction of any conditions to the issuance of the municipal bond insurance policy will be the sole responsibility of the successful bidder. In particular, the University will not provide any opinions or enter into any agreements with respect to the provisions of any such policy. Failure of any municipal bond insurer to issue or deliver its policy will not in any way relieve the successful bidder of its contractual obligations arising from acceptance of its proposal for the purchase of the Series 2016 Bonds.

The successful bidder must provide the University with the municipal bond insurance commitment and information with respect to the municipal bond insurance policy and the insurance provider within two business days following the award of the bid by the University. The University will require delivery, on or prior to the date of initial delivery of the Series 2016 Bonds, of:

(i) a certificate from the insurance provider regarding the accuracy and completeness of the information provided for inclusion in the Official Statement,

(ii) an opinion of counsel to the insurance provider regarding the validity and enforceability of the municipal bond insurance policy, and

(iii) a certificate with respect to certain tax matters,

each in a form reasonably satisfactory to the University and its Bond Counsel.

Rating. The University has received a rating from Moody’s Investor Service as shown on the cover of the Preliminary Official Statement. The University will pay the fees for the rating. Any other ratings are the responsibility of the successful bidder. See “OTHER BOND INFORMATION - Rating” in the Preliminary Official Statement.

Delivery of Series 2016 Bonds

The Series 2016 Bonds will be delivered to DTC, or to the Registrar on behalf of DTC by Fast Automated Securities Transfer, versus payment of the purchase price to the University in immediately available federal funds, less the amount of the applicable good faith deposit. Closing shall occur within 30 days after the sale date.

If, prior to delivery of the Series 2016 Bonds, the interest receivable by the owners of the Series 2016 Bonds becomes includable in gross income for federal income tax purposes, or becomes subject to federal income tax other than as described in the Preliminary Official Statement, the successful bidder, at its option, may be relieved of its obligation to purchase the Series 2016 Bonds and, in that case, the good faith deposit accompanying its bid will be returned without interest. The Series 2016 Bonds will be delivered in “book-entry only” form in accordance with the letter of representations from the University to DTC. As of the date of the award of the Series 2016 Bonds, each successful bidder must either participate in DTC or clear through or maintain a custodial relationship with an entity that participates in DTC. The University will furnish to the successful bidder one CD-ROM transcript of proceedings; additional transcripts will be furnished at the successful bidder’s cost.

Issue Price Information

Simultaneously with or before delivery of the Series 2016 Bonds, the successful bidder shall advise the University and Bond Counsel of the initial reoffering prices to the public of each maturity (the “Initial Reoffering Prices”), for the University’s inclusion in the final Official Statement for the Series 2016 Bonds. Prior to delivery of the Series 2016 Bonds, the successful bidder shall furnish to the University and Bond Counsel a certificate in form and substance acceptable to Bond Counsel:

(i) confirming the Initial Reoffering Prices for the Series 2016 Bonds;

(ii) certifying that a bona fide offering of the Series 2016 Bonds has been made to the public (excluding bond houses, brokers, and other intermediaries);

(iii) stating the first price at which a substantial amount (at least 10 percent) of each maturity of Series 2016 Bonds was sold to the public (excluding bond houses, brokers and other intermediaries); and

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(iv) if the first price at which a substantial amount of any maturity of the Series 2016 Bonds is sold does not conform to the Initial Reoffering Price of that maturity, providing an explanation of the facts and circumstances that resulted in that non-conformity.

A draft form of such certificate will be available prior to the sale date from the University’s Financial Advisor.

CUSIP Numbers

It is anticipated that CUSIP identification numbers will be printed on the Series 2016 Bonds; however, neither the failure to print CUSIP numbers on any Series 2016 Bond nor any error with respect thereto will constitute cause for failure or refusal by the successful bidder to accept delivery of and pay for the Series 2016 Bonds. The University will obtain CUSIP numbers. The charge of the CUSIP Service Bureau shall be paid by the successful bidder.

Bond Counsel Opinion

The University will furnish to the purchaser of the Series 2016 Bonds, the bond counsel opinion of Foster Pepper PLLC, Bond Counsel, in substantially the form attached to the Preliminary Official Statement in Appendix C.

Continuing Disclosure

The University will enter into an undertaking for the benefit of the holders of the Series 2016 Bonds to provide certain financial information and operating data and notice of certain events to the Municipal Securities Rulemaking Board pursuant to the requirements of paragraph (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 ( “Rule 15c2-12”). 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 2016 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,

(i) the information (including financial information) regarding the University 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; and

(ii) the descriptions and statements, including financial data, of or pertaining to entities other than the University and their activities contained in the Official Statement have been obtained from sources that the University believes to be reliable and the University has no reason to believe that they are untrue in any material respect (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).

A no-litigation certificate will also be included in the closing documents for the Series 2016 Bonds.

Official Statement

The Preliminary Official Statement is in a form deemed final by the University for the purpose of paragraph (b)(1) of Rule 15c2-12, 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 Rule 15c2-12. The successful bidder shall file, or cause to be filed, the final Official Statement with the Municipal Securities Rulemaking Board (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 2016 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

(iii) to take any and all actions necessary to comply with applicable Securities and Exchange Commission and MSRB rules governing the offering, sale and delivery of the Series 2016 Bonds to ultimate purchasers, including without limitation, the delivery of a final Official Statement to each investor who purchases Series 2016 Bonds.

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Additional Information

Additional information or the Preliminary Official Statement may be obtained from the University’s Financial Advisor, Public Financial Management, Inc. (by telephone: (206) 858-5363; or by e-mail: [email protected]). The Preliminary Official Statement may be obtained from i-Deal Prospectus, a service of i-Deal LLC, at www.i-dealprospectus.com, telephone (212) 849-5021.

CENTRAL WASHINGTON UNIVERSITY

By: /s/ Joel Klucking Joel Klucking, Vice President for Business and Financial Affairs

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EXHIBIT B

[Attach here a copy of the winning bid]

Ctrl Washington Univ $28,360,000 System Revenue Refunding Bonds, Series 2016

For the aggregate principal amount of $28,360,000.00, we will pay you $30,467,349.06, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s):

This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof.

Upcoming Calendar Overview Result Excel

Hilltop Securities Inc. - Chicago , IL's Bid

Maturity Date Amount $ Coupon % Yield % Dollar Price05/01/2019 1,000M 4.0000 0.8700 108.172

05/01/2020 1,030M 4.0000 1.0100 110.679 05/01/2021 1,060M 4.0000 1.1700 112.762 05/01/2022 1,095M 5.0000 1.3900 119.539

05/01/2023 1,125M 5.0000 1.5300 121.850 05/01/2024 1,160M 5.0000 1.6400 124.054 05/01/2025 1,195M 5.0000 1.7500 125.973

05/01/2026 1,245M 5.0000 1.8600 127.610 05/01/2027 1,295M 5.0000 1.9700 126.500 05/01/2028 1,345M 5.0000 2.0600 125.600

05/01/2029 1,395M 2.2500 2.3400 99.018

05/01/2030 1,455M 3.0000 2.5100 104.173 05/01/2031 1,510M 2.5000 2.6100 98.666

05/01/2032 1,575M 3.0000 2.7100 102.445

05/01/2033 1,635M 3.0000 2.7900 101.763 05/01/2034 1,705M 3.0000 2.8600 101.170 05/01/203505/01/2036 3,620M 3.0000 3.0200 99.702 05/01/203705/01/2038 3,915M 3.0000 3.0600 99.052 Total Interest Cost: $12,739,157.74Premium: $2,107,349.06Net Interest Cost: $10,631,808.68TIC: 2.708812Time Last Bid Received On:08/09/2016 8:28:33 PDST

Bidder: Hilltop Securities Inc., Chicago , ILContact: Christopher Hall Title: Managing Director Telephone:312-706-0763Fax:

Page 1 of 2PARITY Bid Form

8/9/2016https://www.newissuehome.i-deal.com/Parity/asp/main.asp?frame=content&page=parityBid...

Issuer Name: Central Washington University Company Name: ___________________________

Accepted By: ___________________________ Accepted By: ___________________________

Date: ___________________________ Date: ___________________________

© 1981-2002 i-Deal LLC, All rights reserved, Trademarks



51537231.3

EXHIBIT C

[Attach here copies of all other bids]





Citigroup Global Markets Inc. - Los Angeles , CA's Bid


05/01/2020 1,030M 5.0000 1.0000 114.289 05/01/2021 1,060M 5.0000 1.1800 117.223 05/01/2022 1,095M 5.0000 1.3900 119.539

05/01/2023 1,125M 5.0000 1.5100 121.991 05/01/2024 1,160M 5.0000 1.6300 124.135 05/01/2025 1,195M 5.0000 1.7500 125.973

05/01/2026 1,245M 5.0000 1.8700 127.509 05/01/2027 1,295M 2.0000 2.0500 99.522 05/01/2028 1,345M 4.0000 2.1100 116.417

05/01/2029 1,395M 4.0000 2.2400 115.191

05/01/2030 1,455M 4.0000 2.3500 114.166 05/01/2031 1,510M 3.0000 2.5500 103.825

05/01/2032 1,575M 3.0000 2.6500 102.960

05/01/2033 1,635M 3.0000 2.7500 102.103 05/01/2034 1,705M 3.0000 2.8500 101.255 05/01/2035 1,775M 3.0000 2.9500 100.414

05/01/2036 1,845M 3.0000 3.0400 99.409 05/01/2037 1,920M 3.0000 3.0500 99.235 05/01/2038 1,995M 3.0000 3.0700 98.896 Total Interest Cost: $12,900,061.11Premium: $2,224,948.04Net Interest Cost: $10,675,113.07TIC: 2.713266Time Last Bid Received On:08/09/2016 8:28:15 PDST

Bidder: Citigroup Global Markets Inc., Los Angeles , CAContact: Spencer Kam Title: Director Telephone:213-486-8817Fax:





Date: ___________________________ Date: ___________________________








Morgan Stanley & Co, LLC - New York , NY's Bid


05/01/2020 1,030M 5.0000 0.9500 114.483 05/01/2021 1,060M 5.0000 1.1000 117.620 05/01/2022 1,095M 5.0000 1.3000 120.081

05/01/2023 1,125M 5.0000 1.4500 122.416 05/01/2024 1,160M 5.0000 1.6000 124.379 05/01/2025 1,195M 5.0000 1.7200 126.247

05/01/2026 1,245M 5.0000 1.8200 128.017 05/01/2027 1,295M 5.0000 1.9200 127.003 05/01/2028 1,345M 2.0000 2.1950 98.000

05/01/2029 1,395M 2.2500 2.3760 98.625

05/01/2030 1,455M 2.5000 2.5870 99.000 05/01/2031 1,510M 2.5000 2.6660 98.000

05/01/2032 1,575M 4.0000 2.5100 112.693

05/01/2033 1,635M 4.0000 2.5600 112.237 05/01/2034 1,705M 2.7500 2.8950 98.000 05/01/2035 1,775M 3.0000 3.0000 100.000


Bidder: Morgan Stanley & Co, LLC, New York , NYContact: Homero Radway Title: Vice President Telephone:212-761-9064Fax: 212-507-5566





Date: ___________________________ Date: ___________________________








Robert W. Baird & Co., Inc. - Red Bank , NJ's Bid


05/01/2020 1,030M 5.0000 1.0000 114.289 05/01/2021 1,060M 5.0000 1.1500 117.372 05/01/2022 1,095M 5.0000 1.4000 119.479

05/01/2023 1,125M 5.0000 1.5500 121.709 05/01/2024 1,160M 5.0000 1.6500 123.973 05/01/2025 1,195M 5.0000 1.7500 125.973

05/01/2026 1,245M 5.0000 1.8500 127.712 05/01/2027 1,295M 2.0000 2.0000 100.000 05/01/2028 1,345M 2.1250 2.2000 99.231

05/01/2029 1,395M 2.2500 2.4000 98.370

05/01/2030 1,455M 2.5000 2.6000 98.855 05/01/2031 1,510M 2.6250 2.7000 99.095

05/01/2032 1,575M 2.7500 2.8000 99.368

05/01/2033 1,635M 2.7500 2.8500 98.679 05/01/2034 1,705M 2.7500 2.8950 98.000 05/01/203505/01/2036 3,620M 3.0000 3.0000 100.000 05/01/2037 1,920M 3.0000 3.0300 99.539 05/01/2038 1,995M 3.0000 3.0500 99.209 Total Interest Cost: $11,711,914.15Premium: $1,200,748.97Net Interest Cost: $10,511,165.18TIC: 2.724304Time Last Bid Received On:08/09/2016 8:24:52 PDST

Bidder: Robert W. Baird & Co., Inc., Red Bank , NJContact: charles massaro Title: director Telephone:732-576-4410Fax: 732-576-4420





Date: ___________________________ Date: ___________________________








Piper Jaffray - Minneapolis , MN's Bid


05/01/2020 1,030M 5.0000 0.9600 114.444 05/01/2021 1,060M 5.0000 1.0900 117.669 05/01/2022 1,095M 5.0000 1.3200 119.961

05/01/2023 1,125M 5.0000 1.4900 122.133 05/01/2024 1,160M 5.0000 1.6300 124.135 05/01/2025 1,195M 5.0000 1.7700 125.790

05/01/2026 1,245M 5.0000 1.8700 127.509 05/01/2027 1,295M 2.0000 2.0700 99.333 05/01/2028 1,345M 2.1250 2.2100 99.130

05/01/2029 1,395M 3.0000 2.3900 105.226

05/01/2030 1,455M 3.0000 2.5600 103.738 05/01/2031 1,510M 3.0000 2.6600 102.874

05/01/2032 1,575M 3.0000 2.7600 102.018

05/01/2033 1,635M 3.0000 2.8600 101.170 05/01/2034 1,705M 3.0000 2.9100 100.750 05/01/203505/01/203605/01/2037 5,540M 3.0000 3.0000 100.000 05/01/2038 1,995M 3.0000 3.0500 99.209 Total Interest Cost: $12,231,336.89Premium: $1,593,481.25Net Interest Cost: $10,637,855.64TIC: 2.734659Time Last Bid Received On:08/09/2016 8:29:43 PDST

Bidder: Piper Jaffray, Minneapolis , MNContact: Darci Doneff Title: Managing Director Telephone:612-303-2116Fax: 312-303-1326





Date: ___________________________ Date: ___________________________








Mesirow Financial, Inc. - Chicago , IL's Bid


05/01/2020 1,030M 4.0000 0.9100 111.059 05/01/2021 1,060M 4.0000 1.0900 113.150 05/01/2022 1,095M 4.0000 1.3000 114.654

05/01/2023 1,125M 4.0000 1.4700 115.964 05/01/2024 1,160M 5.0000 1.5900 124.460 05/01/2025 1,195M 5.0000 1.7000 126.431

05/01/2026 1,245M 5.0000 1.8500 127.712 05/01/2027 1,295M 4.0000 2.0000 117.466 05/01/2028 1,345M 4.0000 2.1000 116.512

05/01/2029 1,395M 5.0000 2.0900 125.302

05/01/2030 1,455M 4.0000 2.3000 114.630 05/01/2031 1,510M 4.0000 2.3500 114.166

05/01/203205/01/2033 3,210M 3.0000 3.0200 99.737 05/01/203405/01/2035 3,480M 3.0000 3.0700 99.009

05/01/203605/01/203705/01/2038 5,760M 3.0000 3.1000 98.429 Total Interest Cost: $13,323,508.47Premium: $2,451,636.25Net Interest Cost: $10,871,872.22TIC: 2.747293Time Last Bid Received On:08/09/2016 8:29:36 PDST

Bidder: Mesirow Financial, Inc., Chicago , ILContact: Stephen Murphy Title:Telephone:212-530-7661Fax:





Date: ___________________________ Date: ___________________________








Fidelity Capital Markets - Boston , MA's Bid


05/01/2020 1,030M 5.0000 1.0000 114.289 05/01/2021 1,060M 5.0000 1.1400 117.421 05/01/2022 1,095M 5.0000 1.3400 119.840

05/01/2023 1,125M 5.0000 1.4900 122.133 05/01/2024 1,160M 5.0000 1.6100 124.297 05/01/2025 1,195M 5.0000 1.7400 126.064

05/01/2026 1,245M 5.0000 1.8600 127.610 05/01/2027 1,295M 2.0000 2.1500 98.578 05/01/2028 1,345M 2.1250 2.3100 98.118

05/01/2029 1,395M 2.2500 2.4200 98.155

05/01/2030 1,455M 2.5000 2.5600 99.310 05/01/2031 1,510M 4.0000 2.4100 113.611

05/01/2032 1,575M 4.0000 2.4600 113.151

05/01/2033 1,635M 3.0000 2.7500 102.103 05/01/2034 1,705M 3.0000 2.8500 101.255 05/01/203505/01/2036 3,620M 3.0000 3.0000 100.000 05/01/2037 1,920M 3.0000 3.0500 99.235 05/01/2038 1,995M 3.0000 3.0800 98.740 Total Interest Cost: $12,467,348.59Premium: $1,738,190.56Net Interest Cost: $10,729,158.03TIC: 2.748012Time Last Bid Received On:08/09/2016 8:29:42 PDST

Bidder: Fidelity Capital Markets, Boston , MAContact: Dan Noonan Title: Vice-President Telephone:617-563-7691Fax: 617-692-5949





Date: ___________________________ Date: ___________________________








Hutchinson, Shockey, Erley & Co. - Chicago , IL's Bid


05/01/2020 1,030M 5.0000 1.0000 114.289 05/01/2021 1,060M 5.0000 1.2000 117.124 05/01/2022 1,095M 5.0000 1.4500 119.180

05/01/2023 1,125M 5.0000 1.5800 121.497 05/01/2024 1,160M 5.0000 1.7000 123.568 05/01/2025 1,195M 5.0000 1.8300 125.244

05/01/2026 1,245M 5.0000 1.9500 126.701 05/01/2027 1,295M 2.1250 2.2000 99.290 05/01/2028 1,345M 2.2500 2.3500 98.984

05/01/2029 1,395M 2.3750 2.5000 98.650

05/01/2030 1,455M 2.5000 2.6500 98.289 05/01/2031 1,510M 2.6250 2.7500 98.499

05/01/2032 1,575M 2.7500 2.8500 98.742

05/01/2033 1,635M 3.0000 3.0000 100.000 05/01/203405/01/2035 3,480M 3.0000 3.0500 99.290

05/01/203605/01/203705/01/2038 5,760M 3.0000 3.0950 98.500 Total Interest Cost: $11,914,051.63Premium: $1,177,173.46Net Interest Cost: $10,736,878.17TIC: 2.784232Time Last Bid Received On:08/09/2016 8:29:17 PDST

Bidder: Hutchinson, Shockey, Erley & Co., Chicago , ILContact: Jim VanMetre Title:Telephone:312-443-1555Fax: 312-443-7225





Date: ___________________________ Date: ___________________________








J.P. Morgan Securities LLC - New York , NY's Bid


05/01/2020 1,030M 5.0000 1.0100 114.251 05/01/2021 1,060M 5.0000 1.1900 117.174 05/01/2022 1,095M 5.0000 1.4200 119.359

05/01/2023 1,125M 5.0000 1.5900 121.427 05/01/2024 1,160M 5.0000 1.7100 123.487 05/01/2025 1,195M 5.0000 1.8200 125.334

05/01/2026 1,245M 5.0000 1.9200 127.003 05/01/2027 1,295M 5.0000 2.0200 125.999 05/01/2028 1,345M 5.0000 2.1100 125.104

05/01/2029 1,395M 5.0000 2.1900 124.314

05/01/2030 1,455M 4.0000 2.5100 112.693 05/01/2031 1,510M 4.0000 2.5600 112.237

05/01/2032 1,575M 4.0000 2.6100 111.784

05/01/2033 1,635M 4.0000 2.6600 111.333 05/01/2034 1,705M 4.0000 2.7100 110.883 05/01/2035 1,775M 3.0000 3.0100 99.855


Bidder: J.P. Morgan Securities LLC, New York , NYContact: Jaclyn Mischler Title: Vice President Telephone:212-834-7155Fax: 917-464-9300





Date: ___________________________ Date: ___________________________








Wells Fargo Bank, National Association - Charlotte , NC's Bid


05/01/2020 1,030M 5.0000 1.1100 113.865 05/01/2021 1,060M 5.0000 1.2700 116.779 05/01/2022 1,095M 5.0000 1.4700 119.060

05/01/2023 1,125M 5.0000 1.6200 121.216 05/01/2024 1,160M 5.0000 1.7300 123.326 05/01/2025 1,195M 5.0000 1.8500 125.062

05/01/2026 1,245M 5.0000 1.9700 126.500 05/01/2027 1,295M 5.0000 2.0700 125.501 05/01/2028 1,345M 5.0000 2.1600 124.609

05/01/2029 1,395M 3.0000 2.6000 103.391

05/01/2030 1,455M 3.0000 2.7300 102.274 05/01/2031 1,510M 3.0000 2.8000 101.678

05/01/2032 1,575M 3.0000 2.8800 101.002

05/01/2033 1,635M 3.0000 3.0000 100.000 05/01/2034 1,705M 3.0000 3.0740 99.000 05/01/2035 1,775M 3.0000 3.1060 98.500


Bidder: Wells Fargo Bank, National Association, Charlotte , NCContact: Amanda Pogue Title: Analyst Telephone:704-410-4087Fax: 704-383-0065





Date: ___________________________ Date: ___________________________




51537231.3

SECRETARY’S CERTIFICATE I, the undersigned, the duly chosen, qualified and acting Secretary of the Board of Trustees (the “Board”) of Central Washington University (the “University”), and keeper of the records of the Board, DO HEREBY CERTIFY: 1. That the attached Resolution No. 16-07 (the “Resolution”) is a full, true and correct copy of a resolution of the Board duly adopted at a special meeting of the Board held on August 9, 2016, as that Resolution appears on the minute book of the University, and the Resolution is now in full force and effect; 2. At least 24 hours before the time of the special meeting, written notice specifying the time and place of the special meeting and noting the business to be transacted, a true and complete copy of which is attached as Appendix 1, was provided as follows: a. Given to all members of the Board by mail, fax, electronic mail or personal delivery. b. Prominently displayed at the main entrance of Barge Hall, the University’s administrative building. c. Posted on the University’s web site. 3. Written notice of the special meeting was given to each local radio or television station and to each newspaper of general circulation that has on file with the University a written request to be notified of special meetings, or to which such notice customarily is given; 4. A quorum of the members of the Board was present throughout the meeting and a majority of those members present voted in the proper manner for the adoption of the Resolution; IN WITNESS WHEREOF, I have hereunto set my hand as of this ___ day of August, 2016.

Secretary of its Board of Trustees