University of Virginia Library

RESOLUTION AUTHORIZING LIBRARY BUILDING FEE BONDS

Mrs. Lantor made a motion, seconded by Mr. Lewis, that the following resolution be adopted:

WHEREAS, by Article 2, Chapter 9, Title 23, Code of Virginia, 1950, as amended, the Board of
Visitors of the University of Virginia is declared to be a corporation under the style of The Rector
and Visitors of the University of Virginia (hereinafter sometimes called the "Board"), and is vested
with the supervision, management and control of the University of Virginia at Charlottesville,
Virginia, and

WHEREAS, by Chapter 3, Title 23, Code of Virginia, 1950, as amended (hereinafter sometimes
called the "Act"), the University of Virginia, an institution under the name and style of The Rector
and Visitors of the University of Virginia, at Charlottesville (hereinafter sometimes called the
"Institution"), is classified as an educational institution, is declared to be a public body and is
constituted a governmental instrumentality for the dissemination of education, and

WHEREAS, by virtue of the Act the Board, with the consent and approval of the Governor of the
State of Virginia, is authorized and empowered.

• (a) to build, construct, reconstruct, erect, extend, better, equip and improve any building,
  facility, addition, extension or improvement of a capital nature required by or convenient for
  the purposes of an educational institution, including, without limitation, administration,
  teaching, lecture and exhibition halls, libraries, dormitories, students apartments, faculty
  dwellings, dining halls, cafeterias, snack bars, laundries, hospitals, laboratories, research
  centers, infirmaries, field houses, gymnasiums, auditoriums, student unions, recreation
  centers, stadiums, athletic facilities, garages, parking facilities, warehouses and storage
  buildings, book and student supplies centers and all buildings, lands and any other appurtenances
  and equipment necessary or desirable in connection therewith or incidental thereto,

• (b) to borrow money and make, issue and sell bonds of the Institution for any of
  such purposes, such bonds to be issued and sold through the Treasury Board of the
  State of Virginia (hereinafter sometimes called the "Treasury Board") and to be payable
  solely from any one or more of the revenue sources provided therefor in the Act and
  pledged for their payment, and

• (c) to fix and revise from time to time and to charge and collect.

  • (i) fees, rents and charges for or in connection with the use, occupation
    or services of each project for which bonds are issued and increases in fees,
    rents and charges from any existing facilities at the Institution,

  • (ii) fees, rents and charges for or in connection with the use, occupation
    or services of any existing facilities at the Institution, and

  • (iii) student building fees and other student fees from students enrolled
    at the Institution,

and to pledge the same to the payment of the principal of and the interest on such bonds, and

WHEREAS, in order to alleviate the shortage of library facilities at the Institution, the Board
has heretofore determined to construct an addition to Alderman Library (said Alderman Library as so

enlarged being hereinafter sometimes called the "Project"), and

WHEREAS, the Board has determined to establish and to collect from each full time student
enrolled at the Institution a library building fee (hereinafter sometimes called the "Library
Building Fee"), which fee will be available to be pledged for the payment of the bonds hereinafter
authorized, and

WHEREAS, by Chapter 658 of the Acts of Virginia of 1964, there has been appropriated by the
General Assembly, Four Hundred Forty Thousand Dollars ($440,000) to pay a part of the cost of the
Project, and

WHEREAS, the Institution has received a grant from the United States of America in the amount
of Three Hundred Thirty-three Thousand Four Hundred Ninety-three Dollars ($333,493) to pay a part
of the cost of the Project, and

WHEREAS, the Board has estimated that the Project will be completed and placed in operation
in time for the Fall semester of 1966, and

WHEREAS, for the purpose of paying the remaining part of the cost of the Project, the Board
has determined to issue library building fee bonds of the Institution in the aggregate principal
amount of Six Hundred Fifty Thousand Dollars ($650,000), the proceeds of such amount of bonds,
together with the appropriation and grant referred to above being estimated to be sufficient to
pay the cost of the Project, now, therefore,

BE IT RESOLVED by the Rector and Visitors of the University of Virginia.

ARTICLE I

Definitions

Section 101. In addition to words and terms elsewhere defined in this resolution, the
following words and terms as used in this resolution shall have the following meanings, unless
some other meaning is plainly intended.

Section 102. Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders. Unless the context shall otherwise indicate, the
words "bond", "coupon", "owner", "holder" and "person" shall include the plural as well as the
singular number, the word "person" shall include corporations and associations, including public
bodies, as well as natural persons, and the word "holder" or "bondholder" when used herein with
respect to bonds issued hereunder shall mean the holder of bonds at the time issued and outstanding
hereunder.

ARTICLE II

Authorization, Form, Execution and Delivery of Bonds

Section 201. For the purpose of paying the remaining part of the cost of the Project,
there shall be issued library building fee bonds of the Institution in the aggregate principal
amount of Six Hundred Fifty Thousand Dollars ($650,000). The bonds shall be designated "The
Rector and Visitors of the University of Virginia Library Building Fee Bonds (Series 1965)",
shall consist of 130 bonds of the denomination of $5,000 each, numbered 1 to 130, inclusive, shall
be dated as of the 1st day of May, 1965, shall be stated to mature (without right of prior
redemption), in numerical order, lowest numbers first, on the 1st day of May in the following
years and in the following amounts respectively:

                                   

Year of Maturity	Principal Amount
1967	$ 20,000
1968	20,000
1969	25,000
1970	25,000
1971	25,000
1972	30,000
1973	30,000
1974	35,000
1975	35,000
1976	$ 40,000
1977	45,000
1978	45,000
1979	50,000
1980	55,000
1981	55,000
1982	55,000
1983	60,000

and shall bear interest from their date until their payment at a rate or rates not exceeding six
per centum (6%) per annum as shall hereafter be determined by the Board and by the Treasury Board,
such interest to the respective maturities of the bonds being payable semi-annually on the 1st
days of May and November in each year. Both the principal of and the interest on the bonds shall
be payable at the office of the State Treasurer in the City of Richmond, Virginia, in any coin or
currency of the United States of America which, on the respective dates of payment thereof, is
legal tender for the payment of public and private debts.

Section 202. The bonds shall bear the facsimile signature of the Rector of the University
of Virginia and shall be signed by the Comptroller of the University of Virginia, and the official
seal of The Rector and Visitors of the University of Virginia shall be impressed on the bonds
The interest coupons to be attached thereto shall be executed with the facsimile signature of
the Rector of the University of Virginia. The bonds and coupons shall be, respectively, in substantially
the following forms:

(Form of Bonds)

 

No

$5,000

United States of America
State of Virginia

THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA

LIBRARY BUILDING FEE BOND (SERIES 1965)

The Rector and Visitors of the University of Virginia, for value received, hereby promises
to pay, solely from the special fund provided therefor as hereinafter set forth, to the bearer on
the 1st day of May, 19  , upon the presentation and surrender hereof, the principal sum of

FIVE THOUSAND DOLLARS

and to pay, solely from said special fund, interest thereon from the date hereof at the rate of
                          per centum (  %) per annum until payment
of such principal sum, such interest to the maturity hereof being payable semi-annually on the 1st
days of May and November in each year upon the presentation and surrender of the attached coupons
representing such interest as the same respectively became due. Both the principal of and the
interest on this bond are payable at the office of the State Treasurer in the City of Richmond,
Virginia, in any coin or currency of the United States of America which, on the respective dates
of payment thereof, is legal tender for the payment of public and private debts.

This bond shall not be deemed to constitute a debt of the State of Virginia or a pledge of
the faith and credit of the State, but shall be payable as to both principal and interest solely
from the special fund provided therefor as hereinafter set forth.

This bond is one of a duly authorized issue of $650,000 library building fee bonds (hereinafter
called the "bonds"), known as "The Rector and Visitors of the University of Virginia
Library Building Fee Bonds (Series 1965)", consisting of bonds maturing in annual instalments on
the 1st day of May in the years 1967 to 1983, inclusive, and issued for the purpose of paying a
part of the cost of constructing an addition to Alderman Library at the University of Virginia,
Charlottesville, Virginia (said Alderman Library as so enlarged being herein called the "Project")
The proceeds of the bonds, together with an appropriation of $440,000 by the General Assembly of
the State of Virginia and a grant of $333,493 from the United States of America, are estimated to
be sufficient to pay the cost of the Project.

All of the bonds are issued under and pursuant to a resolution (herein called the
"Resolution") duly adopted by the Rector and Visitors of the University of Virginia (herein
sometimes called the "Board") on June 24, 1965. Reference is hereby made to the Resolution for the
provisions, among others, with respect to the custody and application of the proceeds of the bonds,
the collection and disposition of the revenues to be derived from the library building fee, the
fund charged with and pledged to the payment of the interest on and the principal of the bonds,
the nature and extent of the security, the rights, duties and obligations of the Board and the
rights of the holders of the bonds, and, by the acceptance of this bond, the holder hereof
assents to all of the provisions of the Resolution.

This bond is issued and the Resolution was adopted under and pursuant to the Constitution
and laws of the State of Virginia, particularly Chapter 3, Title 23, Code of Virginia, 1950, as
amended. The Resolution provides for the fixing, revising, charging and collecting by the Board
of a library building fee to be paid by each full time student (as defined in the Resolution) at
the Institution in order that the revenues to be derived from such fee will be sufficient to
provide funds to pay the principal of and the interest on the bonds as the same shall become due
and payable. The Resolution also provides for the deposit of a sufficient amount of the revenues
to be derived from such fee to the credit of a special fund designated "The Rector and Visitors
of the University of Virginia Library Building Fee Bonds (Series 1965) Interest and Sinking
Fund", to pay the principal of and the interest on the bonds as the same shall become due and
payable, and said special fund is pledged to and charged with the payment of such principal and
interest.

The Resolution provides that the cost of maintaining, repairing and operating the Project
will be paid from any moneys available for the use of the Institution and which are not required
by law or by previous binding contract to be devoted to some other purpose.

As declared by said Chapter 3, this bond shall be fully negotiable within the meaning and
for all the purposes of Chapter 10, Title 6, Code of Virginia, as amended.

All acts, conditions and things required by the Constitution and laws of the State of
Virginia and the rules and regulations of the Board to happen, exist and be performed precedent
to and in the issuance of this bond have happened, exist and have been performed as so required.

IN WITNESS WHEREOF, The Rector and Visitors of the University of Virginia have caused this
bond to be issued in its name and have caused this bond to bear the facsimile signature of the
Rector of the University of Virginia and to be signed by the Comptroller of said University, and
the official seal of The Rector and Visitors of the University of Virginia to be impressed
hereon, and the attached interest coupons to be executed with the facsimile signature of said
Rector, all as of the 1st day of May, 1965.

.............................................
Comptroller of the University of Virginia

........................................
Rector of the University of Virginia

(Form of Coupons)

 

No. ..........

$ ............

On .....................1, 19 ....,

The Rector and Visitors of the University of Virginia will pay to bearer at the office of
the State Treasurer in the City of Richmond, Virginia, upon presentation and surrender hereof,
the sum of ....................................................................Dollars in any coin
or currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts, solely from the special fund referred to in, and for the
semi-annual interest then due upon, its Library Building Fee Bond (Series 1965), dated as of
May 1, 1965, No. ................. .

Rector of the University of Virginia

Section 203. The proceeds (including accrued interest) of the bonds shall be paid into the
State Treasury and deposited to the credit of the special fund hereinafter created and designated
"The Rector and Visitors of the University of Virginia Library Building Fee Bonds (Series 1965)
Construction Fund" (hereinafter sometimes called the "Construction Fund").

Section 204. In case any bond issued hereunder shall become mutilated or be destroyed or
lost, the Board shall cause to be executed a new bond of like date, number and tenor in exchange
and substitution for and upon the cancellation of such mutilated bond and its interest coupons,
if any, or in lieu of and in substitution for such bond and its coupons, if any, destroyed or
lost, upon the holder's paying the reasonable expenses and charges of the Board in connection
therewith and, in the case of a bond destroyed or lost, his filing with the Board evidence satisfactory
to the Board that such bond and coupons, if any, were destroyed or lost, and of his
ownership thereof, and furnishing the Board with indemnity satisfactory to the Board.

ARTICLE III.

Custody and Application of Proceeds of Bonds.

Section 301. A special fund is hereby created in the State Treasury and designated
"The Rector and Visitors of the University of Virginia Library Building Fee Bonds (Series 1965)
Construction Fund" (herein sometimes called the "Construction Fund"), to the credit of which
there shall be deposited the proceeds of the bonds required to be so deposited by Section 203
of this resolution. The moneys in the Construction Fund shall be held in trust and applied
to the payment of the cost of the Project and, pending such application, shall be subject to
a lien and charge in favor of the holders of the bonds issued and outstanding under this resolution
and for the future security of such holders until paid out or transferred as herein
provided.

Section 302. Payment of the cost of the Project shall be made from the Construction Fund
and from the appropriation and grant referred to in the preambles of this resolution, all as
provided by law.

Section 303. For the purposes of this resolution the cost of the Project may include,
without intending thereby to limit or restrict or to extend any proper definition of such cost
under any applicable laws or this resolution, the following:

• (a) obligations incurred for labor and materials and to contractors,
  builders and materialmen in connection with the Project;

• (b) interest accruing upon the bonds prior to and during construction of
  the Project;

• (c) taxes or other municipal or governmental charges lawfully levied
  or assessed during construction upon the Project or any property acquired
  therefor, and premiums on insurance, if any, in connection with the Project
  during construction;

  ---

  122

  
  

• (d) fees and expenses of engineers and architects for surveys and
  estimates and other preliminary investigations, preparation of plans, drawings
  and specifications and supervising construction, as well as for the performance
  of all other duties of engineers and architects in relation to construction of
  the Project or the issuance of bonds therefor,

• (e) expenses of administration properly chargeable to the Project,
  legal expenses and fees, financing charges, cost of audits and of preparing
  and issuing the bonds, and all other items of expense not elsewhere in this
  Section specified incident to the construction of the Project and the placing
  of the Project in operation,

• (f) any obligation or expense heretofore or hereafter incurred by the
  Board or by any other agency of the State of Virginia for any of the foregoing
  purposes.

Section 304. The Board covenants that no part of the Project will be constructed on lands
other than lands owned by the Board or the State of Virginia in fee simple.

Section 305. When the Project shall have been completed, as evidenced by a certificate
signed by the President or Comptroller of the Institution and filed with the Secretary of the
Board, any balance in the Construction Fund not deemed by the Board to be necessary to be
reserved and so reserved by it for the payment of any remaining part of the cost of the Project
shall be transferred to the credit of the Sinking Fund.

ARTICLE IV

Revenues and Funds

Section 401. The Board covenants that it will at all times fix, charge and collect the
Library Building Fee and that from time to time and as often as it shall appear to be necessary
it will revise the Library Building Fee in order that the revenues derived therefrom will at all
times be sufficient to provide for making deposits to the credit of the Sinking Fund in each fiscal
year under the provisions of Section 404 of this Article of an amount equal to one hundred ten per
centum (110%) of the interest which will become due and payable on November 1 of such fiscal year
and of the principal and interest which will become due and payable on May 1 of such fiscal year.

Section 402. The Board does hereby adopt and establish the Library Building Fee to be paid
by each full time student at the Institution in the amount of Three and Fifty Hundredths Dollars
($3 50) for each semester during the regular school session commencing with the Fall semester in
1966, which Fee shall be in addition to any and all library fees now pledged to the payment of
the outstanding balance of the $523,000 library building construction and equipment bonds, dated
February 1, 1937 until said bonds shall have been paid or adequate provision made for their
payment.

Section 403. A special fund is hereby created in the State Treasury and designated "The Rector
and Visitors of the University of Virginia Library Building Fee Bonds (Series 1965) Revenue Fund"
(hereinafter sometimes called the "Revenue Fund"). The Board covenants that the Library Building
Fee will be collected by the Board and deposited to the credit of the Revenue Fund.

Section 404. A special fund is hereby created in the State Treasury and designated
"The Rector and Visitors of the University of Virginia Library Building Fee Bonds (Series 1965)
Interest and Sinking Fund" (herein sometimes called the "Sinking Fund"). The Board covenants
that, on or before the 20th day of October in each fiscal year, it will provide for the transfer
from moneys held for the credit of the Revenue Fund to the credit of the Sinking Fund of an amount
equal to one hundred ten per centum (110%) of the interest which will become due and payable on
November 1 of such fiscal year and that, on or before the 20th day of April in each fiscal year,
it will provide for the transfer from moneys held for the credit of the Revenue Fund to the credit
of the Sinking Fund of an amount equal to one hundred ten per centum (110%) of the principal and
interest which will become due and payable on May 1 of such fiscal year, provided, however, that
if the amount so transferred to the credit of the Sinking Fund in any October or April shall be
less than the required amount, the requirement therefor shall nevertheless be cumulative and the
amount of any deficiency in any October or April shall be added to the amount otherwise required
to be transferred in each October or April thereafter until such time as such deficiency shall
have been made up, and provided, further, that when the moneys held for the credit of the
Sinking Fund shall equal the principal of the outstanding bonds and the interest which will become
due and payable thereon to their respective maturities, no further transfer need be made to the
credit of the Sinking Fund. The balance in the Revenue Fund, if any, after making the transfer
provided to be made on or before April 20 in any fiscal year under the provisions of this Section
shall be used for the purposes of the Institution as provided by law.

Section 405. Subject to the provisions of this resolution, moneys held for the credit of
the Sinking Fund shall be held in trust and applied (a) to the payment of interest upon the bonds
as such interest becomes due and payable, or (b) to the payment of the principal of the bonds at
their respective maturities, and such moneys are hereby pledged to and charged with the payments
mentioned in this Section.

Section 406. The moneys in the Revenue Fund and the Sinking Fund shall be held in trust
and applied as hereinabove provided and, pending such application, shall be subject to a lien
and charge in favor of the holders of the bonds issued and outstanding under this resolution
and for the further security of such holders until paid out or transferred as herein provided.

Section 407. The cost of maintaining, repairing and operating the Project will be paid
from any moneys available for the use of the Institution and which are not required by law
or by previous binding contract to be devoted to some other purpose.

Section 408. All bonds and interest coupons shall be cancelled upon their payment
Such bonds and coupons shall be cremated by the State Treasurer.

ARTICLE V

Investment of Funds

Section 501. Moneys held for the credit of the Construction Fund shall, as nearly as may
be practicable, be invested and reinvested by the State Treasurer in securities which are
defined as legal investments for public funds or deposited and redeposited in interest bearing
time deposits and certificates of deposit of national banks located within the State of
Virginia and of banks organized pursuant to Chapter 2 (§ 6-5 et seq.) of Title 6, Code of
Virginia, 1950, as amended, all as provided in and subject to the terms, limitations and conditions
of Sections 298, 299 of Title 2, Chapter 17, Code of Virginia, 1950, as amended, which shall mature,
or which shall be subject to redemption or withdrawal by the holder or depositor thereof at the
option of such holder or depositor, not later than the respective dates when the moneys held for
the credit of the Construction Fund will be required for the purposes intended.

Moneys held for the credit of the Revenue Fund and the Sinking Fund shall, as nearly as
may be practicable, be invested and reinvested by the State Treasurer in direct obligations of,
or obligations the principal of and the interest on which are unconditionally guaranteed by,
the United States Government which shall mature, or which shall be subject to redemption by the
holder thereof at the option of such holder, not later than the respective dates when the moneys
held for the credit of said Funds will be required for the purposes intended.

Section 502. Obligations so purchased as an investment of moneys in any such Fund shall be
deemed at all times to be a part of such Fund, and the interest accruing thereon and any profit
realized from such investment shall be credited to such Fund, and any loss resulting from such
investment shall be charged to such Fund. The State Treasurer shall sell at the best price
obtainable or present for redemption any obligations so purchased whenever it shall be necessary
to do so in order to provide moneys to meet any payment or transfer from any such Fund. Neither
the State Treasurer nor the Board shall be liable or responsible for any loss resulting from any
such investment.

ARTICLE VI

Particular Covenants

Section 601. The Board covenants that it will promptly pay the principal of and the
interest on each and every bond issued under the provisions of this resolution at the place,
on the dates and in the manner provided herein and in said bonds and in the coupons appertaining
thereto, according to the true intent and meaning thereof. The principal and interest are
payable solely from the revenues derived from the Library Building Fee and said Library Building
Fee and the revenues to be derived therefrom are hereby pledged to the payment thereof in the
manner and to the extent hereinabove particularly specified, and nothing in the bonds or in
this resolution shall be deemed to constitute the bonds a debt of the State of Virginia or a
pledge of the faith and credit of the State, nor shall the bonds ever be or become a charge against
the State of Virginia.

Section 602. The Board covenants that it will forthwith proceed to construct the Project
in conformity with law and all requirements of all governmental authorities having jurisdiction
thereof, and that it will complete such construction with all expedition practicable.

The Board further covenants that it will require each person, firm or corporation with
whom it may contract for labor or materials in connection with the construction of the Project
to furnish a performance bond in the full amount of any contract exceeding Five Thousand
Dollars ($5,000) in amount, and to carry such property damage and builders' risk insurance, if
any, as may be recommended by the Comptroller of the Institution. The Board further covenants
that in the event of any default under any such contract and the failure of the surety to
complete the contract, the proceeds of such performance bond will forthwith, upon receipt of
such proceeds, be deposited to the credit of the Construction Fund and will be applied toward
the completion of the contract in connection with which such performance bond shall have been
furnished.

Section 603. The Board covenants that it will provide and maintain competent and adequate
architectural or engineering services covering the supervision and inspection of the development
and construction of the Project, and will obtain all approvals and permits required by law
as a condition precedent to the construction, development and operation of the Project.

Section 604. The Board covenants that it will establish and enforce reasonable rules and
regulations governing the use of the Project and the operation thereof, that all compensation,
salaries, fees and wages paid by it in connection with the maintenance, repair and operation of
the Project will be reasonable, that it will maintain and operate the Project in an efficient
and economical manner, that it will at all times maintain the same in good repair and in sound
operating condition and will make all necessary repairs, renewals and replacements, that it will
observe and perform all of the terms and conditions contained in the Act, and that it will comply
with all valid acts, rules, regulations, orders and directions of any legislative, executive,
administrative or judicial body applicable to the Project.

Section 605. The Board covenants that it will not create or suffer to be created any
lien or charge upon the Project or any part thereof or upon the revenues derived from the
Library Building Fee ranking equally with or prior to the lien and charge of the bonds secured
hereby upon such revenues, and that, from such revenues or other available funds, it will pay
or cause to be discharged, or will make adequate provision to satisfy and discharge, within
sixty (60) days after the same shall accrue, all lawful claims and demands for labor, material,
supplies or other objects which, if unpaid, might by law become a lien upon the Project or any
part thereof or the revenues derived from the Library Building Fee, provided, however, that
nothing in this Section contained shall require the Board to pay or cause to be discharged, or
make provision for, any such lien or charge so long as the validity thereof shall be contested
in good faith and by appropriate legal proceedings.

Section 606. The Board covenants that if at any time the moneys held for the credit of
the Sinking Fund shall be insufficient for the purpose of paying the interest on and the principal
of the bonds as such interest and principal become due and payable, the Board will deposit

to the credit of the Sinking Fund an amount sufficient, together with the amount then held for the
credit of the Sinking Fund, to pay such interest and principal from any moneys available for the use
of the Institution and which are not required by law or by previous binding contract to be devoted
to some other purpose.

Section 607. The Board covenants that from and after the time when the contractors or any of
them engaged in constructing the Project or any part thereof shall cease to be responsible, pursuant
to the provisions of the respective contracts for the construction of the Project or such part, for
loss or damage to the Project or such part occurring from fire or lightening, it will insure and at
all times keep the Project or such part insured with a responsible insurance company or companies,
qualified to assume the risk thereof, against physical loss or damage caused by fire or lightening,
with such exceptions as are ordinarily required by insurers of structures or facilities of similar
type, in an amount not less than eighty per centum (80%) of the replacement value of the Project or
such part, less depreciation, provided, however, that such amount of insurance shall at all times
be sufficient to comply with any legal or contractual requirement which, if breached, would result
in assumption by the Board of a portion of any loss or damage as a co-insurer, and such insurance
may provide for the deduction from each claim for loss or damage (except in case of a total loss)
of not more than two per centum (2%) of the total amount of insurance required by the application
of the co-insurance clause, and provided, further, that if at any time the Board shall be unable
to obtain such insurance to the extent above required, either as to amount of such insurance or
as to the risks covered thereby or the deductible provision thereof, it will not constitute an
event of default under the provisions of this resolution if the Board shall carry such insurance
to the extent reasonably obtainable.

The proceeds of such insurance shall be available for, and shall to the extent necessary
be applied to, the repair, replacement or reconstruction of the damaged or destroyed property.
If such proceeds are more than sufficient for such purpose, the balance remaining shall be
deposited to the credit of the Sinking Fund. If such proceeds, with other available funds, shall
be insufficient for such purpose, such proceeds shall be deposited to the credit of the Sinking
Fund or shall be used to purchase bonds, as the Board by resolution may determine.

Section 608. The Board covenants that it will at all times carry in a responsible insurance
company or companies qualified to assume the risks thereof property damage insurance in such
amount and covering such risks as the Board shall deem to be reasonable and desirable.

Section 609. The Board covenants that no contract or contracts will be entered into or any
action taken by which the rights of the bondholders might be impaired or diminished.

Section 610. The Board covenants that it will keep an accurate record of the total cost
of the Project, of the revenues derived from the Library Building Fee, and of the application
of such revenues. Such records shall be open at all reasonable times to the inspection of all
interested persons.

The Board further covenants that, if so requested in writing by any bondholder within the
month of July after the close of any fiscal year, it will cause the Comptroller of the Institution
to make a report from the books and accounts relating to the Project for the preceding fiscal year.
Within the next two months copies of such report shall be filed with the Secretary to the Board
and the State Treasurer and shall be mailed by the Comptroller to all bondholders who shall have
filed their names and addresses with the Comptroller for such purpose. Each such report shall set
forth in respect of the preceding fiscal year a record of the revenues derived from the Library
Building Fee, the details of all bonds paid, the amount on deposit at the end of such fiscal year
to the credit of each fund created under the provisions of this resolution and the details of any
investment thereof, a schedule of all insurance policies which are then in effect, stating with
respect to each policy the name of the insurer, the amount, number and expiration date, and the
hazards and risks covered thereby, and also the findings of the Comptroller as to whether the
moneys received by the Board under the provisions of this resolution during such fiscal year
have been applied in accordance with the provisions of this resolution and whether the Board is
in default of any of the covenants contained in Section 401 of this resolution.

Section 611. The Board covenants that it will not sell or otherwise dispose of or encumber
the Project or any part thereof and will not create or permit to be created any charge or lien
on the revenues derived from the Library Building Fee ranking equally with or prior to the charge
or lien of the bonds secured hereby on such revenues. The Board may, however, sell or dispose or
permit the sale or disposal by the Institution of any furniture, fixtures, apparatus, tools,
instruments, or other movable property acquired for or in connection with the Project or any
materials used in connection therewith, if the Board shall determine by resolution that such
articles are no longer needed or are no longer useful in connection with the construction of the
Project or the operation and maintenance of the Project. The proceeds of any sale made under the
authority of this Section shall be deposited to the credit of the Sinking Fund.

ARTICLE VII

Remedies

Section 701. In case the time for the payment of any coupon shall be extended, whether
or not such extension be by or with the consent of the Board, such coupon shall not be entitled
in case of default hereunder to the benefit or security of this resolution except subject to the
prior payment in full of the principal of all bonds then outstanding and of all coupons the time
for the payment of which shall not have been extended.

Section 702. Each of the following events is hereby declared an "event of default",
that is to say If

• (a) payment of the principal of any of the bonds shall not be made
  when the same shall become due and payable, or

• (b) payment of any instalment of interest shall not be made within thirty
  (30) days after the same shall become due and payable, or

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• (c) the Board shall for any reason be rendered incapable of fulfilling
  its obligations hereunder, or

• (d) the Project or any part thereof shall be destroyed or damaged and
  shall not be promptly repaired, replaced or reconstructed (whether such
  failure promptly to repair, replace or reconstruct the same be due to the
  impracticability of such repair, replacement or reconstruction or to lack
  of funds therefor or for any other reason), or

• (e) final judgment for the payment of money shall be rendered against
  the Board as a result of its ownership or operation of the Project and any
  such judgment shall not be discharged within sixty (60) days from the entry
  thereof or an appeal shall not be taken therefrom or from the order, decree
  or process upon which or pursuant to which such judgment shall have been
  granted or entered, in such manner as to stay the execution of or levy under
  such judgment, order, decree or process or the enforcement thereof, or

• (f) an order or decree shall be entered, with the consent or acquiescence
  of the Board, appointing a receiver or receivers of the Project or any part
  thereof or of the revenues derived from the Library Building Fee, or if such
  order or decree, having been entered without the acquiescence or consent of
  the Board, shall not be vacated or discharged or stayed on appeal within
  sixty (60) days after entry thereof, or

• (g) the Board shall default in the due and punctual performance of any
  other of the covenants, conditions, agreements and provisions contained in
  the bonds or in this resolution on the part of the Board to be performed,
  and such default shall continue for thirty (30) days after written notice
  specifying such default and requiring same to be remedied shall have been
  given to the Board by any bondholder.

Section 703. Upon the happening and continuance of any event of default specified in
Section 702 of this Article, then and in every such case any bondholder may proceed, subject
to the provisions of Section 705 of this Article, to protect and enforce the rights of the bondholders
by a suit, action or special proceeding in equity or at law, either for the specific
performance of any covenant or agreement contained herein or in aid or execution of any power
herein granted or for the enforcement of any proper legal or equitable remedy as such bondholder
shall deem most effectual to protect and enforce such rights.

Section 704. In case any proceeding taken by any bondholder on account of any default
shall have been discontinued or abandoned for any reason, then and in every such case the Board
and the bondholders shall be restored to their former positions and rights, respectively, and
all rights and remedies of the bondholder shall continue as though no such proceeding had been
taken.

Section 705. No holder of any of the bonds shall have the right in any manner whatever
to affect, disturb or prejudice the security of this resolution or to enforce any right hereunder,
except in the manner herein provided, and all proceedings at law or in equity shall be
instituted, had and maintained for the equal benefit of all bondholders.

Section 706. No remedy herein conferred on the bondholders is intended to be exclusive
of any other remedy or remedies, and each and every remedy conferred shall be cumulative and
shall be in addition to every other remedy given hereunder or under the Act or now or hereafter
existing at law or in equity or by statute.

Section 707. No delay or omission of any bondholder to exercise any right or power
accruing upon any default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such default or an acquiescence therein, and
every power and remedy given by this Article to the bondholders may be exercised from time to
time and as often as may be deemed expedient.

ARTICLE VIII

Miscellaneous Provisions

Section 801. All covenants, stipulations, obligations and agreements of the Board
contained in this resolution shall be deemed to be covenants, stipulations, obligations and agreements
of the Board to the full extent authorized or permitted by law, and all such covenants,
stipulations, obligations and agreements shall be binding upon the successor or successors
thereof from time to time and upon any officer, board, body or commission to whom or to which
any power or duty affecting such covenants, stipulations, obligations and agreements shall be
transferred by or in accordance with law.

No covenants, stipulation, obligation or agreement herein contained shall be deemed to
be a covenant, stipulation, obligation or agreement of any present or future member, agent or
employee of the Board in his individual capacity, and neither the Governor of the State of
Virginia nor the members of the Board or of any other agency of the State of Virginia nor any
officer thereof, present or future, executing the bonds shall be liable personally on the bonds
or be subject to any personal liability or accountability by reason of the issuance thereof.

Section 802. Any notice, demand, direction, request or other instrument authorized or
required by this resolution to be given to or filed with the Board shall be deemed to have been
sufficiently given or filed for all purposes of this resolution if and when sent by registered
mail, return receipt requested, to The Rector and Visitors of the University of Virginia,
Charlottesville, Virginia.

Section 803. The officers and agents of the Board are hereby authorized and directed to
do all acts and things required by them by the provisions of the bonds and this resolution for
the full, punctual and complete performance of all the terms, covenants, provisions and agreements
contained in the bonds and this resolution.

Section 804. In case any one or more of the provisions of this resolution or of the bonds
or coupons issued hereunder shall for any reason be held to be illegal or invalid, such illegality
or invalidity shall not affect any other provision of this resolution or of the bonds or coupons,
but this resolution and the bonds and coupons shall be construed and enforced as if such illegal
or invalid provision had not been contained therein. In case any covenant, stipulation, obligation
or agreement contained in the bonds or in this resolution shall for any reason be held to
be in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed
to be the covenant, stipulation, obligation or agreement of the Board to the full extent permitted
by law.

Section 805. The Secretary to the Board is hereby authorized and directed to file a
certified copy of this resolution with the Governor and the Treasury Board.

A vote being taken, said resolution was adopted by the following recorded vote. Ayes:
Charles R. Fenwick, Thomas H. Blanton, William M. Camp, Hunter Faulconer, Raynell G. Lantor,
Lawrence Lewis, Jr., E. Sclater Montague, Lewis M. Walker, Jr., and Woodrow W. Wilkerson
Nays: None.