 | Board of Visitors minutes January 11, 1935 |  |
A Special Meeting of the Board of Visitors of the Rector and Visitors of the University
of Virginia was held at the office of the President, at the University on this date at
8 o'clock, P. M.
PRESENT: Messrs. Corbitt, Lewis C. Williams, R. Gray Williams, Garnett, Rinehart,
and Mrs. Munford.
ABSENT: Messrs. Scott, Stuart, Goolrick and Hall. In the absence of Mr. Scott, Mr.
Corbitt was elected Rector pro tem.
Mr. E. I. Carruthers, Secretary of the Board of Visitors, presented and read a copy
of the call of this meeting, duly signed by the Rector of The Rector and Visitors of the
University of Virginia, under date of January 5th, 1935. Said call was in the following
form:
January 5th, 1935
Secretary of the Board of Visitors,
University, Virginia.
Pursuant to Section 809 of the Code of Virginia, (1930), I hereby call a special
meeting of the Board of Visitors of The Rector and Visitors of the University of Virginia,
to be held on Friday, January 11th, 1935, at 8:00 o'clock, P. M., at the office of the
President at the University, for the following purposes:
(a) To consider and approve and authorize the execution and delivery of a certain
proposed Loan Agreement between The Rector and Visitors of the University of
Virginia and the United States of America, providing for the issuance and sale
of bonds of The Rector and Visitors of the University of Virginia, in a princip
amount not exceeding $158,000.00, for the construction of a private wing additi
to the Hospital Building of the University of Virginia for the use of the Department
of Medicine of the University of Virginia, upon terms and conditions expressed
in said Loan Agreement;(b) In accordance with Chapter 49 of the Acts of the General Assembly of the
Commonwealth of Virginia passed at the Extra Session of 1933, and approved
September 12th, 1933, to determine the revenues and receipts to be deemed as
derived directly or indirectly from the project for the erection of which the
above mentioned bonds are to be issued, and the costs and expenses of the
operation and maintenance thereof, and generally to do any and all acts and
things required or authorized under said chapter;(c) To authorize the execution, issuance, sale and delivery of not to exceed
$158,000.00 University of Virginia Hospital bonds, mentioned and described
in a certain Loan Agreement between The Rector and Visitors of the University
of Virginia and the United States of America, dated as of __________,
1935, and to be authorized by Resolution of the Board of Visitors, said bonds
to be issued in the form and upon the terms and conditions prescribed in said
Agreement.(d) To authorize the erection and equipping of the new wing addition to the Hospital
Building of the University of Virginia, mentioned and described in said Loan and
Grant Agreement upon the terms and conditions therein expressed.(e) To authorize any and all acts and things necessary, proper or convenient in
connection with the execution of said Loan Agreement, or in connection with the
full and complete performance of the terms and provisions thereof(f) To transact any and all other business which may come before said meeting.
Will you please send notices of this meeting to each member of the Board, requesting
each member to acknowledge due and timely receipt thereof?
Mr. E. I. Carruthers, Secretary of the Board, submitted to the meeting an affidavit
of notice of said meeting. Said affidavit and the exhibits attached thereto were in the following
form:
County of Albemarle, to-wit:
E. I. Carruthers, being duly sworn, on his oath, deposes and says:-
(1) That he is the Secretary of the Board of Visitors of The Rector and Visitors of
the University of Virginia, in the Commonwealth of Virginia.
(2) That pursuant to the call of the Rector of said Institution a notice, a true
copy of which is hereto attached, marked Exhibit A, and hereby made a part hereof, was given
to each member of said Board of Visitors at least three days before the date of the meeting
therein referred to by depositing on January 7th, 1935, a copy thereof in the United States
mails, in a securely sealed envelope, postage prepaid and addressed to each such member at
his address, as the same appears on the records of The Rector and Visitors of the University
of Virginia, viz:
| Name | Address |
| Mr. Fred W. Scott, | c/o Scott & Stringfellow, Richmond, Virginia. |
| Mr. W. A. Stuart, | Abingdon, Virginia. |
| Mr. James H. Corbitt, | Suffolk, Virginia. |
| Mr. Lewis C. Williams, | American Nat'l Bank Bldg., Richmond, Virginia. |
| Mr. R. Gray Williams, | Winchester, Virginia. |
| Mr. C. B. Garnett, | Tower Building, 14th & K Sts., N. W., Washington, D. C. |
| Mr. C. O'Conor Goolrick, | Fredericksburg, Virginia. |
| Mr. Sidney B. Hall, | State Office Building, Richmond, Virginia. |
| Mrs. M. C. B. Munford, | 329 N. Harrison Street, Richmond, Virginia. |
| Mr. Hollis Rinehart, | National Bank Building, Charlottesville, Virginia. |
(3) That prior to the date of the meeting referred to in the notice hereinbefore
referred to, acknowledgements of the receipt of the notice hereinbefore referred to and
waivers of such notice, duly dated and signed by each of the members of said Board of
Visitors in the form hereto attached, marked Exhibit B and hereby made a part hereof, were
received by him.
Board of Visitors of The Rector and Visitors
of the University of Virginia
this 11th day of January, 1935:
EXHIBIT "A"
January 7th, 1935.
Pursuant to call of the Rector, a special meeting of the Board of Visitors of
The Rector and Visitors of the University of Virginia will be held at 8:00 o'clock, P. M.,
on Friday, January 11th, 1935, at the office of the President at the University, for the
following purposes:
(a) To consider and approve and authorize the execution and delivery of a certain
proposed Loan Agreement between The Rector and Visitors of the University of
Virginia and the United States of America, providing for the issuance and sale
of bonds of The Rector and Visitors of the University of Virginia in a principal
amount not exceeding $158,000.00, for the construction of a private wing
addition to the Hospital Building of the University of Virginia for the use
of the Department of Medicine of the University of Virginia, upon terms and
conditions expressed in said Loan Agreement;(b) In accordance with Chapter 49 of the Acts of the General Assembly of the Commonwealth
of Virginia, passed at the Extra Session of 1933, and approved September
12th, 1933, to determine the revenues and receipts to be deemed as derived directly
or indirectly from the project, for the erection of which the above mentioned
bonds are to be issued, and the costs and expenses of the operation and
maintenance thereof, and generally to do any and all acts and things required203
or authorized under said chapter;(c) To authorize the execution, issuance, sale and delivery of not to exceed
$158,000.00 University of Virginia Hospital bonds, mentioned and described in
a certain Loan Agreement between The Rector and Visitors of the University of
Virginia and the United States of America, dated as of __________,
1935, and to be authorized by Resolution of the Board of Visitors, said bonds
to be issued in the form and upon the terms and conditions prescribed in said
Agreement;(d) To authorize the erection and equipping of the new wing addition to the Hospital
Building of the University of Virginia, mentioned and described in said Loan
and Grant Agreement upon the terms and conditions therein expressed;(e) To authorize any and all acts and things necessary, proper or convenient in
connection with the execution of said Loan Agreement, or in connection with
the full and complete performance of the terms and provisions thereof.(f) To transact any and all other business which may come before said meeting.
You are requested to attend this meeting if it is possible for you to do so.
Immediately upon receipt of this notice, will you please date and sign the acknowledgment
and waiver attached to the enclosed duplicate copy of this notice, and return the duplicate
copy of this notice, with the signed and dated acknowledgment and waiver attached, to Mr.
J. L. Newcomb, President, University of Virginia, so that it will reach him not later than
the 11th instant.
EXHIBIT "B"
As one of the members of the Board of Visitors of The Rector and Visitors of the
University of Virginia, a State Institution in the Commonwealth of Virginia, I hereby acknowledge
due and timely receipt of the attached notice of a special meeting of the Board
of Visitors of The Rector and Visitors of the University of Virginia, which is to be held
on Friday, January 11th, 1935, at 8:00 o'clock, P. M., at the office of the President at
the University.
Furthermore, I do hereby consent to the holding of such meeting, and to the transaction
of any and all business that may come before such meeting, and I do hereby waive
notice of the time, place, date and purpose thereof.
Dated at _______________, this _____day of January, 1935:
The Rector directed that said copy of call of meeting, and said affidavit be filed
with the minutes of this meeting.
Mr. Garnett introduced the following preamble and Resolution:
WHEREAS the Federal Emergency Administration of Public Works of the United States
of America has presented to The Rector and Visitors of the University of Virginia a proposed
Loan Agreement, to be entered into by the United States of America and said The Rector
and Visitors of the University of Virginia, in connection with the application of said The
Rector and Visitors of the University of Virginia for a loan and grant from the United
States of America through the Federal Emergency Administration of Public Works for aid in
the financing of the construction of a private wing addition to the Hospital Building of
the University of Virginia for the use of the Department of Medicine of the University of
Virginia, upon terms and conditions expressed in said Loan Agreement, which application
bears Docket No. 4881, of said Federal Emergency Administration of Public Works; and
WHEREAS said Loan Agreement has been read once in full to the Board of Visitors of
The Rector and Visitors of the University of Virginia at this meeting; and
WHEREAS said Loan Agreement has been heretofore approved by the Governor of the
Commonwealth of Virginia, as evidenced by his signature affixed to the copy thereof heretofore
read in full at this meeting; and
WHEREAS pursuant to the provisions of Chapter 49 of the Acts of the General Assembly
of the Commonwealth of Virginia, passed at the extra session of said General Assembly of
1933, and approved by the Governor of said Commonwealth of Virginia, on September 12th,
1933, The Rector and Visitors of the University of Virginia is authorized to cause the execution
of said Loan Agreement, and to carry out fully and perform all of the terms and
conditions thereof, and to adopt this Resolution:
Now, therefore, be it
RESOLUTION NO. I
RESOLVED BY THE BOARD OF VISITORS OF THE RECTOR AND VISITORS OF THE UNIVERSITY OF
VIRGINIA, A STATE INSTITUTION IN THE COMMONWEALTH OF VIRGINIA, as follows:
Section 1. That the following Loan Agreement, referred to in the recitals hereof,
and in form substantially as follows, be, and the same hereby is, approved:
1. Purpose of Agreement. Subject to the terms and conditions of this Agreement,
the United States of America, (herein called the "Government") will, by loan and grant not
exceeding in the aggregate the sum of $208,500.00 (herein called the "Allotment"), aid
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA, Charlottesville, Albemarle County,
Virginia, (herein called the "Borrower") in financing a project, (herein called the
"Project"), consisting substantially of the construction of a three-story and basement
fireproof addition to existing hospital building at Charlottesville, Virginia, all pursuant
to the Borrower's application (herein called the "Application"), P. W. A. Docket No. 4881.
and Statutes of the Commonwealth of Virginia, (herein called the "State").
2. Amount and Method of Making Loan. The Borrower will sell and the Government
will buy, at the principal amount thereof plus accrued interest, $158,000.00 aggregate
principal amount of negotiable coupon bonds (herein called the "Bonds"), of the description
outlined below, or such other description as may be satisfactory to the Borrower
and to the Administrator, bearing interest at the rate of 4 percent per annum, payable
semi-annually from date until maturity, less such amount of the Bonds, if any, as the
Borrower may sell to purchasers other than the Government.
(a) Date: January 1, 1935.
(b) Denomination: $1000.00.
(c) Place of Payment: At the office of the Bursar of the Borrower, Charlottesville,
Virginia, or, at the option of the holder, at a Bank or Trust Company
in the Borough of Manhattan, City and State of New York.(d) Registration Privileges: Registerable as to principal only, or as to both
principal and interest.(d) Maturities: Payable, without option of prior redemption, on the first day of
January in years and amounts as follows:1937 - 1955, both inclusive, $5,000.00
1956 - 1964, both inclusive, $7,000.00
(f) Security: Special obligations of the Borrower, payable from and secured by a
first and exclusive pledge of a fixed amount of the gross revenues and receipts
derived directly or indirectly from the operation of the Project, which amount
shall be sufficient to pay the interest and principal on such obligations when
due and payable.
3. Amount and Method of Making Grant. The Government will make and the Borrower
will accept, whether or not any or all of the Bonds are sold to purchasers other than the
Government, a grant (herein called the "Grant"), in an amount equal to 30 per centum of the
cost of the labor and materials employed upon the Project. The determination by the Federal
Emergency Administrator of Public Works (herein called the "Administrator") of the cost of
the labor and materials employed upon the Project shall be conclusive. The Government will
make part of the Grant by payment of money and the remainder of the Grant by cancellation of
Bonds or interest coupons, or both. If all of the Bonds are sold to purchasers other than
the Government, the Government will make the entire Grant by payment of money. In no event
shall the Grant, whether made partly by payment of money and partly by cancellation, or
wholly by payment of money, be in excess of $60,000.00.
4. Bond Proceedings. When the Agreement has been executed, the Borrower (unless
it has already done so) shall promptly take all proceedings necessary for the authorization
and issuance of the Bonds.
5. Bond and Grant Requisitions. From time to time, after the execution of this
Agreement, the Borrower shall file a requisition with the Government requesting the Government
to take up and pay for Bonds or to make a payment on account of the Grant. Each
requisition shall be accompanied by such documents as may be requested by the Administrator
(a requisition together with such documents being herein collectively called a "Requisition").
6. Bond Purchases. If a Requisition requesting the Government to take up and pay
for Bonds is satisfactory in form and substance to the Administrator, the Government, within
a reasonable time after the receipt of such Requisition, will take up and pay for Bonds,
having maturities satisfactory to the Administrator, in such amount as will provide, in the
judgment of the Administrator, sufficient funds for the construction of the Project for a
reasonable period. Payment for such Bonds shall be made at a Federal Reserve Bank to be
designated by the Administrator or at such other place or places as the Administrator may
designate, against delivery by the Borrower of such Bonds, having all unmatured interest
coupons attached thereto, together with such documents as may be requested by the Administrator.
The Government shall be under no obligation to take up and pay for Bonds beyond
the amount which in the judgment of the Administrator is needed by the Borrower to complete
the Project.
7. Grant by Payment of Money. If a Requisition requesting the Government to make
a payment on account of the Grant is satisfactory in form and substance to the Administrator,
the Government will pay to the Borrower at such place or places as the Administrator may
designate against delivery by the Borrower of its receipt therefore, a sum of money equal to
the difference between the aggregate amount previously paid on account of the Grant, and
(a) 25 per centum of the cost of the labor and materials shown in the Requisition
to have been employed upon the Project if the Requisition shows that the Project
has not been completed, or(b) 30 per centum of the cost of such labor and materials if the Requisition shows
that the Project has been completed and that all costs incurred in connection
therewith have been determined;
provided, however, that the part of the Grant made by payment of money to the Borrower
shall not be in excess of the difference between the Allotment and the amount paid (not
including the amount paid as accrued interest) for the Bonds taken up by the Government.
The Government reserves the right to make any part of the Grant by cancellation of Bonds
or interest coupons or both, rather than by payment of money if, in the judgment of the
Administrator, the Borrower does not need the money to pay costs incurred in connection
with the construction of the Project.
8. Grant by Cancellation of Bonds. If the Borrower, within a reasonable time
after the completion of the Project, shall have filed a Requisition, satisfactory in form
and substance to the Administrator, then the Government will cancel such bonds and interest
coupons as may be selected by the Administrator in an aggregate amount equal (as
nearly as may be) to the difference between 30 per centum of the cost of the labor and
materials employed upon the Project and the part of the Grant made by payment of money.
sufficient to permit compliance with provisions of this Paragraph, unless payment of such
difference shall have been otherwise provided for by the Government.
9. Grant Advances. At any time after the execution of this Agreement the Government
may, upon request of the Borrower, if in the judgment of the Administrator the circumstances so warrant, make advances to the Borrower on account of the Grant, but such advances
shall not be in excess of 30 per centum of the cost of the labor and materials to
be employed upon the Project, as estimated by the Administrator.
10. Deposit of Bond Proceeds and Grant; Bond Fund, Construction Accounts. The
Borrower shall deposit all accrued interest which it receives from the sale of the Bonds
at the time of the payment therefor and any payment on account of the Grant which may be
made under the provisions of Paragraph 8, hereof, into an interest and bond retirement
fund account (herein called the "Bond Fund") promptly upon the receipt of such accrued
interest or such payment on account of the Grant. It will deposit the remaining proceeds
from the sale of the Bonds (whether such Bonds are sold to the Government or other purchasers)
and the part of the Grant made by payment of money under the provisions of Paragraph
7, hereof, promptly upon the receipt of such proceeds or payments in a separate account or
accounts (each of such separate accounts herein called a "Construction Account"), in a
bank or banks which are members of the Federal Reserve System and of the Federal Deposit
Insurance Corporation and which shall be satisfactory at all times to the Administrator.
11. Disbursement of Monies in Construction Accounts and in Bond Fund. The Borrower
shall expend the monies in a Construction Account only for such purposes as shall have been
previously specified in Requisitions filed with the Government and as shall have been approved
by the Administrator. Any monies remaining unexpended in any Construction Account
after the completion of the Project which are not required to meet obligations incurred in
connection with the construction of the Project shall either be paid into the Bond Fund, or
said monies shall be used for the purchase of such of the Bonds as are then outstanding at
a price not exceeding the principal amount thereof plus accrued interest. Any Bonds so
purchased shall be cancelled and no additional Bonds shall be issued in lieu thereof. The
monies in the Bond Fund shall be used solely for the purpose of paying interest on and
principal of the Bonds.
12. Other Financial Aid from the Government. If the Borrower shall receive any
funds (other than those received under this Agreement) directly or indirectly from the Government,
or any agency or instrumentality thereof, to aid in financing the construction of
the Project, to the extent that such funds are so received the Grant shall be reduced, and
to the extent that such funds so received exceed the part of the Grant which would otherwise
be made by payment of money, the aggregate principal amount of Bonds to be purchased
by the Government shall be reduced.
13. Construction of Project. Not later than upon the receipt by it of the first
Bond payment, the Borrower will commence or cause to be commenced the construction of the
Project, and the Borrower will thereafter continue such construction, or cause it to be
continued to completion with all practicable dispatch, in an efficient and economical manner,
at a reasonable cost and in accordance with the provisions of this Agreement, plans,
drawings, specifications and construction contracts which shall be satisfactory to the
Administrator, and under such engineering supervision and inspection as the Administrator
may require. Except with the written consent of the Administrator, no materials or equipment
for the Project shall be purchased by the Borrower subject to any chattel mortgage,
or any conditional sale or title retention agreement.
14. Construction Work. All work on the Project shall be done subject to the rules
and regulations adopted by the Administrator to carry out the purposes and control the Administration
of the Act. By the act of executing this Agreement the Borrower acknowledges
receipt of a copy of the rules and regulations set out in Bulletin No. 2, Non-Federal
Projects revised March 3, 1934, entitled "P. W. A. REQUIREMENTS as to BIDS, CONTRACTORS'
BONDS, AND CONTRACT, WAGE AND LABOR PROVISIONS AND GENERAL INSTRUCTIONS as to APPLICATIONS
AND LOANS AND GRANTS", and covenants that said rules and regulations, with all blank spaces
filled in as provided in said Bulletin, will be incorporated verbatim in ALL CONSTRUCTION
CONTRACTS for work on the Project.
15. Force Account. All construction work on the Project shall be done under contract,
provided, however, that if prices in the bids are excessive, the Borrower reserves
the right, anything in this Agreement to the contrary notwithstanding, to apply to the
Administrator for permission to do all or any part of the Project on a force account basis.
16. Restriction as to Contractors. The Borrower shall receive no bid from any
contractor, nor permit any contractor to receive any bid from any sub-contractor, who has
not signed U. S. Government Form No. P. W. A. 61, revised March, 1934.
17. Bonds and Insurance. Construction contracts shall be supported by adequate
surety or other bonds or security satisfactory to the Administrator for the protection of
the Borrower, or materialmen, and of labor employed on the Project or any part thereof.
The contractor under any construction contract shall be required to provide public liability
insurance in an amount satisfactory to the Administrator.
18. Information. During the construction of the Project the Borrower will furnish
to the Government all such information and data as the Administrator may request as to the
construction, cost and progress of the work. The Borrower will furnish to the Government
and to any purchaser from the Government of 25 per centum of the Bonds, such financial
statements and other information and data relating to the Borrower as the Administrator or
any such purchaser may at any time reasonably require.
19. Representations and Warranties. The Borrower represents and warrants as
follows:
(a) Litigation. No litigation or other proceedings are now pending or threatened
which might adversely affect the Bonds, the security therefore, the construction
of the Project, or the financial condition of the Borrower;(b) Financial Condition. The character of the assets and the financial condition
of the Borrower are as favorable as at the date of the Borrower's most recent
financial statement, furnished to the Government as a part of the Application,
and there have been no changes in the character of such assets or in such
financial condition except such changes as are necessary and incidental to the
ordinary and usual conduct of the Borrower's affairs;(c) Fees and Commissions. It has not and does not intend to pay any bonus, fee
or commission in order to secure the loan or grant hereunder;(d) Affirmation. Every statement contained in this Agreement, in the Application,
and in any supplement thereto or amendment thereof, and in any other document
submitted to the Government is correct and complete, and no relevant fact
materially affecting the Bonds, the security therefor, the Grant or the Project,
or the obligations of the Borrower under this Agreement has been omitted therefrom.
20. Bond Circular. The Borrower will furnish all such information in proper form
for the preparation of a Bond Circular and will take all such steps as the Government or any
purchaser or purchasers from the Government of not less than 25 per centum of the Bonds may
reasonably request to aid in the sale by the Government or such purchaser or purchasers of
any or all of the Bonds.
21. Expenses. The Government shall be under no obligation to pay any costs,
charges or expenses incident to compliance with any of the duties or obligations of the Borrower
under this Agreement including, without limiting the generality of the foregoing, the
cost of preparing, executing and delivering the Bonds, and any legal, engineering and accounting
costs, charges or expenses incurred by the Borrower.
22. Waiver. Any provision of this Agreement may be waived or amended with the
consent of the Borrower and the written approval of the Administrator, without the execution
of a new or supplemental agreement.
23. Interest of Member of Congress. No member of or Delegate to the Congress of
the United States of America shall be admitted to any share or part of this Agreement, or to
any benefit to arise thereupon.
24. Validation. The Borrower hereby covenants that it will institute, prosecute
and carry to completion in so far as it may be within the power of the Borrower, any and all
acts and things to be performed or done to secure the enactment of legislation or to accomplish
such other proceedings, judicial or otherwise, as may be necessary, appropriate or
advisable to empower the Borrower to issue the Bonds and to remedy any defects, illegalities
and irregularities in the proceedings of the Borrower relative to the issuance of the Bonds
and to validate the same after the issuance thereof to the Government, if in the judgment
of the Administrator such action may be deemed necessary, appropriate or advisable. The
Borrower further covenants that it will procure and furnish to the Government, as a condition
precedent to the Government's obligations hereunder a letter from the Governor of the
State stating that if in the judgment of the Administrator it may be advisable to enact
legislation to empower the Borrower to issue the Bonds or to remedy any defects, illegalities
or irregularities in the proceedings of the Borrower relative to the issuance thereof
or to validate the same, said Governor will recommend and co-operate in the enactment of
such legislation.
25. Naming of Project. The Project shall never be named except with the written
consent of the Administrator.
26. Undue Delay by the Borrower. If in the opinion of the Administrator, which
shall be conclusive, the Borrower shall delay for an unreasonable time in carrying out any
of the duties or obligations to be performed by it under the terms of this Agreement, the
Administrator may cancel this Agreement.
27. Conditions Precedent to the Government's Obligations. The Government shall
be under no obligation to pay for any of the Bonds or to make any Grant:
(a) Financial Condition and Budget. If, in the judgment of the Administrator, the
financial condition of the Borrower shall have changed unfaborably in a
material degree from its condition as theretofore represented to the Government,
or the Borrower shall have failed to balance its budget satisfactorily or
shall have failed to take action reasonably designed to bring the ordinary
current expenditures of the Borrower within the prudently estimated revenues
thereof;(b) Cost of Project. If the Administrator shall not be satisfied that the Borrower
will be able to complete the Project for the sum of $208,500.00, or that
that Borrower will be able to obtain, in a manner satisfactory to the Administrator,
any additional funds which the Administrator shall estimate to be
necessary to complete the Project;(c) Compliance. If the Administrator shall not be satisfied that the Borrower
has complied with all the provisions contained in this Agreement or in the
proceedings authorizing the issuance of the Bonds, theretofore to be complied
with by the Borrower;(d) Legal Matters. If the Administrator shall not be satisfied as to all legal
matters and proceedings affecting the Bonds, the security therefor or the
construction of the Project;(e) Representations. If any representation made by the Borrower in this Agreement
or in the Application or in any supplement thereto or amendment thereof,
or in any document submitted to the Government by the Borrower shall be found
by the Administrator to be incorrect or incomplete in any material respect;(f) Maturity of Bonds Sold to Government. If, in the event that some of the Bonds
are sold to purchasers other than the Government, the maturities of the remaining
Bonds are not satisfactory to the Administrator;(g) Bond Resolution. If the Borrower shall not adopt a bond resolution satisfactory
in form, substance and sufficiency to the Administrator;(h) Rate Ordinance. If the ordinance fixing the rates and charges for services
rendered by the Project is not satisfactory in form and substance to the Administrator.
28. Statements. The Borrower will furnish to the Government, so long as the Government
holds any of the Bonds, and upon request, to any holder of 25% of the bonds, not more
than 30 days after the close of each six months' fiscal period, complete operating and income
more than sixty days after the close of each fiscal year, complete financial statements
(certified by the Borrower's Auditors) of the Project and the unit of which it is a part,
covering such fiscal year.
This Agreement shall be binding upon the parties hereto when a copy thereof, duly
executed by the Borrower and the Government, shall have been received by the Borrower. This
Agreement shall be governed by and be construed in accordance with the laws of the State.
If any provision of this Agreement shall be invalid in whole or in part, to the extent it
is not invalid it shall be valid and effective and no such invalidity shall affect, in whole
or in part, the validity and effectiveness of any other provision of this Agreement or the
rights or obligations of the parties hereto, provided, however, that in the opinion of the
Administrator, this Agreement does not then violate the terms of the Act.
IN WITNESS WHEREOF, the Borrower and the Government have respectively caused this
Agreement to be duly executed as of
APPROVED:
__________
Governor.
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA
By,_________________________
ATTEST:
__________
UNITED STATES OF AMERICA,
By,_________________________
Federal Emergency Administrator of Public Works.
Section 2. Frederic W. Scott, the Rector, (and as such, the chief executive officer)
of The Rector and Visitors of the University of Virginia, is hereby authorized and directed
to execute and deliver said Loan Agreement in substantially the form set forth in Section 1
hereof, in three counterparts, in the name and on behalf of The Rector and Visitors of the
University of Virginia; and E. I. Carruthers, Secretary of the Board of Visitors of The
Rector and Visitors of the University of Virginia, and as such, the official keeper of the
seal of said Corporation, is hereby authorized and directed to annex the official or corporate
seal of The Rector and Visitors of the University of Virginia to said Loan Agreement,
and to attest the same.
Section 3. J. L. Newcomb, the President of the University of Virginia, and Hollis
Rinehart, Chairman of the "New Buildings Committee" of the Board of Visitors of The Rector
and Visitors of the University of Virginia, or either of them, or any person or persons
designated in an instrument in writing, signed by them, are hereby authorized and empowered
on behalf of The Rector and Visitors of the University of Virginia, to make and file such
requisitions, furnish such statements, certificates, or reports to the United States of
America, or others, and to execute and deliver such other instruments or documents, and to
do and perform all such other acts and things as may be necessary, proper or convenient for
the purpose of performing the obligations on the part of The Rector and Visitors of the
University of Virginia, to be performed pursuant to said Loan Agreement.
Section 4. Pursuant to Section 6e of the Acts of the General Assembly of the Commonwealth
of Virginia, hereinabove in the recitals hereof referred to, the Board of Visitors of
The Rector and Visitors of the University of Virginia, hereby make the following determinations:
(a) The revenues and receipts to be deemed as derived directly or indirectly from
the project for the erection of which the bonds mentioned and described in the said Loan
Agreement are to be issued are amounts received from rental of private rooms in said new
addition to the Hospital building of the University of Virginia, collected from patients admitted
to and treated in said addition to said Hospital building during the first year of
operation thereof, beginning after the completion of the construction and equipping of the
project in an aggregate amount not exceeding $27,322.00, but this figure shall not include
any funds received or receivable from the Commonwealth of Virginia.
(b) The costs and expenses of the operation and maintenance of the project for the
erection of which the bonds mentioned and described in said Loan Agreement are to be issued,
are the reasonable expense to the University of Virginia for the operation and maintenance
of such project up to the end of the first year, beginning after the completion of the construction
and equipping of the project, including, without limiting the generality of the
foregoing, charges for heating, lighting, power, janitor service, water, telephone, supplies,
maintenance, repairs, insurance, laundry, food and salaries of employees, in the aggregate
not exceeding $20,370.00, (but not including salaries of the Executive Staff).
Section 5. This Resolution shall be submitted to the Governor of the Commonwealth
of Virginia for his approval, and shall take effect immediately ypon his approval thereof.
The foregoing Preamble and Resolution was read in full once to the meeting, and
thereupon, upon motion of Mr. Garnett, seconded by Mr. R. Gray Williams, the said Resolution
was adopted by the following vote:
AYES: Messrs. Corbitt, Lewis C. Williams, R. Gray Williams, Garnett, Rinehart and
Mrs. Munford.
NAYS: None.
Mr. Garnett introduced the following Resolution in writing:
RESOLUTION NO. 2
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF UNIVERSITY OF VIRGINIA HOSPITAL BONDS
IN THE AGGREGATE PRINCIPAL AMOUNT OF $158,000.00, AND DETERMINING THE FORM THEREOF.
BE IT RESOLVED BY THE BOARD OF VISITORS OF THE RECTOR AND VISITORS OF THE UNIVERSITY
Section 1. Bonds of The Rector and Visitors of the University of Virginia, hereinafter
referred to as the Institution), each to be known as "University of Virginia Hospital
Bond", are hereby authorized to be issued in the aggregate principal amount of $158,000.00,
in pursuance of the Constitution of the Commonwealth of Virginia, and an Act of the General
Assembly of the Commonwealth of Virginia, entitled- "An Act to authorize and empower educational
institutions of the State to erect buildings and to make other improvements to their
plants and for such purpose to borrow or accept money under the provisions of an Act of the
Congress of the United States, known as the National Industrial Recovery Act, approved June
16th, 1933, and any Acts amendatory thereof, and any Acts supplemental thereto and revisions
thereof, and any further Act of the Congress of the United States, and to issue bonds and
certificates of indebtedness and other obligations; to provide funds for the payment of the
principal of and the interest on the same and to secure such payment; and to authorize and
empower said institutions to lease, with or without the privilege of purchase, buildings
and projects constructed pursuant to the provisions of said National Industrial Recovery Act
and any Acts amendatory thereof, and any Acts supplemental thereto, and revisions thereof,
and any further Act of the Congress of the United States, and to acquire and convey such
real estate or other property as shall be required for such buildings and projects", approved
September 12th, 1933, constituting Chapter 49 of the Acts of the General Assembly, passed at
the Extra Session of 1933, for the purpose of financing the erection of the project mentioned
and described in Section 3 of this Resolution.
Section 2. Said bonds shall be dated January 1st, 1935, shall mature in the principal
amount of $5000.00 on January 1st in each of the years 1939 to 1955, both inclusive, and
of $7000.00 on January 1st in each of the years 1956 to 1964, both inclusive, and in the
principal amount of $10,000.00 on January 1st, 1965; shall bear interest at the rate of 4%
per annum, payable on the 1st day of July, 1935, and semi-annually thereafter on the 1st days
of January and July in each year until maturity, shall be in the denomination of $1000.00
each, numbered from one upwards in order of maturity, shall be coupon in form, registerable
at the option of the holder as to principal only, or as to both principal and interest,
shall be payable only out of the funds hereinafter in this Resolution provided, shall be
payable at the office of the Bursar of the Institution, Charlottesville, Virginia, or, at
the option of the holder, at The Chase National Bank of the City of New York, in the Borough
of Manhattan, City and State of New York, in any coin or currency which is, on the respective
dates of payment of interest on and principal of such bonds, legal tender for the payment
of public and private debts, and shall be in substantially the following form:
(FORM OF BOND)
NO _____
$1000.00
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA
UNIVERSITY OF VIRGINIA HOSPITAL BOND
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA, a State Institution in the
Commonwealth of Virginia, for value received, promises to pay to the Bearer of this bond, or,
if it be registered, to the registered holder, solely from the Bond and Interest Sinking Fund
Account hereinafter mentioned, (herein referred to as the "Sinking Fund"), and not otherwise,
the sum of One Thousand Dollars ($1000.00) on the 1st day of January, 19__, and, solely from
said Sinking Fund and not otherwise, to pay interest thereon at the rate of four per centum
(4%) per annum, on the 1st day of July, 1935, and semi-annually thereafter, on the 1st days
of January and July in each year from the date of this bond until it matures, upon presentation
and surrender as they severally mature of the coupons therefor annexed hereto. Subject
to the terms and conditions hereinabove provided, both principal of and interest on this bond
will be paid in any coin or currency which, on the respective dates of payment of the principal
of and interest on this bond, is legal tender for the payment of public or private debts,
at the office of the Bursar of the Institution, in the City of Charlottesville, in the Commonwealth
of Virginia, or, at the option of the holder, at The Chase National Bank of the
City of New York in the Borough of Manhattan, City and State of New York.
This bond may be registered at the option of the holder, as to principal only, or as
to both principal and interest on the books of the Institution, kept in the office of the
Bursar, in accordance with the provisions endorsed on the back hereof.
This bond is one of an issue, the authorized principal amount of which is One
Hundred and Fifty-eight Thousand ($158,000.00) Dollars, the bonds of which are of like
tenor, except as to numbers and maturity, and is issued pursuant to the Constitution of the
Commonwealth of Virginia, and an Act of the General Assembly of the Commonwealth of Virginia,
entitled: "An Act to authorize and empower educational institutions of the State to erect
buildings and to make other improvements to their plants and for such purpose to borrow or
accept money under the provisions of an Act of the Congress of the United States, known as
the National Industrial Recovery Act, approved June 16th, 1933, and any Acts amendatory
thereof, and any Acts supplemental thereto and revisions thereof, and any further Act of the
Congress of the United States, and to issue bonds and certificates of indebtedness and
other obligations; to provide funds for the payment of the principal of and the interest on
the same, and to secure such payment, and to authorize and empower said Institutions to
lease, with or without the privilege of purchase, buildings and projects constructed pursuant
to the provisions of said National Industrial Recovery Act, and any Acts amendatory
thereof, and any Acts supplemental thereto and revisions thereof, and any further act of the
Congress of the United States, and to acquire and convey such real estate or other property
as shall be required for such buildings and projects," -approved September 12th, 1933, constituting
Chapter 49 of the Acts of the General Assembly, passed at the Extra Session of
1933, and by virtue of a Resolution of the Board of Visitors of the Institution, entitled"Resolution
authorizing the issuance and sale of University of Virginia Hospital Bonds in
the aggregate principal amount of $158,000.00, and determining the form thereof", duly and
finally adopted on January 11th, 1935, and approved by the Governor of the Commonwealth of
Virginia on January __, 1935.
The issue of bonds of which this bond is one is authorized for the purpose of financing
the erection of a certain addition (hereinafter called the "Project") to the Hospital
the completion of the erection by or for it of the project and the acceptance thereof will
charge and collect for, or in connection with the use and occupation of, the rooms therein
such rents as the Board of Visitors of the Institution shall deem proper so that the project
shall always have sufficient receipts and revenues, determined as provided in subdivision
(e) of Section Six of said Act, to provide for the payment of all expenses of
operation and maintenance of the project in addition to the discharge in due course of any
liabilities or debts of the Institution incurred in connection with the project, and that
part of such rents so collected, sufficient to pay the principal of and interest on the
bonds of said issue as such principal and interest respectively become due, will be set
aside in the said Bond and Interest Sinking Fund Account, to the extent only in said Resolution
provided. Said Sinking Fund is hereby irrevocably pledged to the payment of the principal
of and interest on the bonds of said issue as the same become due, and the Institution
shall not be liable to make such payment out of any other fund or moneys whatsoever.
In the event of default as defined in Section Seven of said Act, the holders of
twenty-five per centum (25%) in aggregate principal amount of the bonds then outstanding of
the issue of which this bond is one, may appoint a Trustee and the principal of all the
bonds may be declared due and payable before the maturity thereof and a Receiver may be appointed
on the conditions, in the manner, at the time and with the effect provided in Section
Seven of said Act. Said bonds shall not be in any way a debt of the Commonwealth of Virginia
and shall not create or constitute any indebtedness or obligation of the Commonwealth, either
legal, moral or otherwise. Neither the Governor of the Commonwealth of Virginia, nor the
members of the Board of Visitors of the Institution, nor any person executing said bonds
shall be liable personally on the bonds, or be subject to any personal liability or accountability
by reason of the issuance thereof.
It is hereby certified and recited that all conditions, acts and things required by
the Constitution and Statutes of the Commonwealth of Virginia to exist, to have happened,
and to have been performed precedent to and in the issuance of this bond exist, have
happened and have been performed, and this bond does not constitute an indebtedness within
the constitutional or general statutory limitations of the Commonwealth, or any public body.
IN WITNESS WHEREOF The Rector and Visitors of the University of Virginia has caused
this bond to be signed in its name by its President, and its corporate seal to be hereunto
affixed and attested by the Secretary of its Board of Visitors, and the interest coupons
hereto attached to be authenticated by the facsimile signature of its Bursar, and this bond
to be dated the 1st day of January, 1935:
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA,
By,____________________
President
Attest:
_______________
Secretary, Board of Visitors.
(FORM OF COUPON)
No._____
$ 20.00
Subject to the terms and conditions expressed in the bond hereinafter mentioned,
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA will, upon surrender hereof, pay to
Bearer, on the 1st day of __________, 19__, the sum of Twenty Dollars ($20.00) in any
coin or currency which on said date is legal tender for payment of public or private debts,
at the office of the Bursar of the Institution in the City of Charlottesville, Virginia, or
at the option of the holder, at The Chase National Bank of the City of New York, in the
Borough of Manhattan, City and State of New York, being six (6) months interest then due on
its University of Virginia Hospital Bond, dated January 1st, 1935, and bearing number_____
_______________
Bursar
And on the back of said Bonds:
CERTIFICATES OF REGISTRATION
I hereby certify that upon the written request of the holder, the within bond was
this day registered in the name of the first registered holder indicated below, on the books
kept in the office of the Bursar of The Rector and Visitors of the University of Virginia,
at the University, for such purpose, and is transferable only upon said books upon presentation
to the Bursar of the University of Virginia, with written assignment duly acknowledge
or approved, at which time the name of the assignee shall be entered thereon, and in said
books, by said Bursar, and is payable to the assignee, his legal representatives, successors
or assigns at the time and place stated in the bond. This bond may be discharged from registration
by being in like manner transferred to bearer, after which transferability by delivery
shall be restored, but it may, from time to time, again be registered or transferred
to bearer as above. No such registration shall affect the negotiability of the coupons
which shall continue to pass by delivery.
IN WITNESS WHEREOF, I have hereunto set my hand this __ day of __________, 19__
_______________
Bursar of The Rector and Visitors of the
University of Virginia.
Date of Registration
__________
Name of Registered Holder
_______________
Bursar
__________
I hereby certify that upon presentation of the within bond, with a written request
of the holder thereof for its registration as to principal and interest, I have this day cut
in the amount and value of $20.00 each, amounting in the aggregate to $_____, and that
the interest on said bond, at the rate of 4% per annum, payable on January 1st and July 1st,
in each year, and the principal thereof at maturity, will be paid to _______________,
his legal representatives, successors or assigns, at the office of the Bursar of the University
of Virginia, Charlottesville, Virginia, or, at the option of the holder hereof, at the
Chase National Bank of the City of New York, in the Borough of Manhattan, State and City of
New York, and is hereafter transferable only upon presentation to said Bursar with a written
assignment duly acknowledged and approved. Upon being presented with such assignment said
Bursar will note such transfer on this bond and on the books of his office.
IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of _____, 19___
_______________
Bursar of The Rector and Visitors of the
University of Virginia.
Date of Registration
__________
Name of Registered Holder
__________
Bursar
__________
Section 3. The proceeds derived from the sale of said bonds shall be used for the
construction and equipment of a private wing addition to the Hospital Building of the Institution,
(hereinafter sometimes called the "Project"), as a part of the Institution's building
system, and for other and incidental purposes, all as more specifically mentioned and described
in Resolutions heretofore adopted, and particularly in a certain Loan Agreement, authorized
by Resolution adopted January 11th, 1935, and dated as of __________, 1935,
between the Institution and the United States of America. It is hereby determined that
interest on said bonds during the period of such construction and the cost of issuance of the
bonds shall be deemed a part of the cost of such construction for the financing of which said
bonds are authorized. It is also hereby determined that the construction, erection and
equipping of such project is a purpose for which bonds may lawfully be issued under the provisions
of the Act hereinabove referred to.
Section 4. Said bonds shall be special obligations of the Institution, payable
only from, and secured by a first and exclusive pledge of, a part, fixed as hereinafter provided,
of the revenues and receipts derived directly or indirectly from the project.
Section 5. The Institution shall fix, maintain and collect rents for the rooms in
said project, which such rents shall be sufficient at all times to pay the interest on and
principal of the bonds hereby authorized as and when the same become due and payable, and
to provide for the reserve for contingencies hereinafter described, and to pay the cost of
oeration and maintenance (including insurance) of the project.
Section 6. The Institution shall set aside, as collected, and deposit a portion of
the rentals aforesaid, in a "Bond and Interest Sinking Fund Account", (herein referred to
as the "Sinking Fund"), to the extent only hereinafter in this Section provided. So long
as any of the bonds authorized by this Resolution shall remain outstanding, the moneys in
the Sinking Fund shall be pledged to and used solely for the purpose of paying the interest
on and the principal of such bonds. During each of the fiscal years, ending 1936 to 1955,
both inclusive, there shall be set aside and paid into such Sinking Fund, out of the
rentals aforesaid, an amount equal to one hundred and ten per centum (110%) of the amount
of interest payable on the bonds outstanding, and one hundred and ten per centum (110%) of
the aggregate principal amount of the bonds maturing in each such year. The amount by which
such payments into the Sinking Fund exceed the aggregate amount of interest and principal
payable in such years shall be held in the Sinking Fund as a reserve for contingencies and
shall be used only in accordance with the provisions of this Resolution. During each of the
fiscal years ending 1956 to 1965, both inclusive, the amount so set apart and paid into the
Sinking Fund shall be equal to one hundred per centum (100%) of the amount of interest payable
on the bonds outstanding, and one hundred per centum (100%) of the aggregate principal
amount of bonds maturing in each such year; provided, however, that no further payments need
be made into said Sinking Fund when the amount of money held in said Sinking Fund (including
the reserve for contingencies) equals the amount of the interest and principal that will be
payable at the time of the maturity of all of the bonds then outstanding. If, in any fiscal
year, the Institution shall fail to pay into the Sinking Fund the full amount hereinabove
stipulated, then an amount equal to the amount of such deficiency shall be set apart
and paid into the Sinking Fund from the first available revenues or receipts of the following
fiscal year or years. If the Institution shall fail to make such payment into the
Sinking Fund as aforesaid during any fiscal year, any funds then held in the Sinking Fund,
as a reserve for contingencies, as above provided, shall be used for the payment of any
portion of the interest on and principal of the bonds becoming due in such fiscal year, on
which bonds there would otherwise be a default, but the amount by which such reserve is so
reduced by such payment shall be replaced from the first available rentals of the following
fiscal year or years in excess of the required payment for the then current fiscal year.
All moneys held in the Sinking Fund as a reserve for contingencies shall be paid into the
Treasury of the Commonwealth of Virginia to the account of the Institution, and as a special
fund for the use of the Institution.
Section 7. The Institution shall keep complete and accurate accounts of all sums
of money received and disbursed in connection with the erection, equipping, operation and
maintenance of the project, including, without limiting the generality of the foregoing,
a complete and accurate record of all amounts received from rentals of private rooms and
collected from patients admitted to and treated in the new wing or addition to the Hospital
Building, and all sums disbursed for the payment of the interest on and principal of the
bonds. The Institution shall also prepare and furnish to the Government, so long as the
Government holds any of the bonds, and upon request, to any holder of any of the bonds, not
more than thirty days after the close of each six months fiscal period complete operating
and income statements of the project, covering such six months period in reasonable detail,
and not more than sixty days after the close of each fiscal year, complete financial
statements (certified by the Borrower's auditors) of the project, and the unit of which it
is a part, covering such fiscal year. Such operation and income statements may be certified
by independent auditors if demand for an indepentent audit shall be made by the holder
or holders of 25% of the bonds at the time outstanding.
Section 8. So long as any of the bonds shall remain outstanding, the Institution
will maintain insurance on the project for the benefit of the holders thereof of a kind and
in an amount which usually would be carried by private corporations operating a similar
at the option of the Institution, be used only for— (2) replacements or repairs, or— (b)
payments into the Sinking Fund. During the period of loss of use and occupancy, the proceeds
of any use and occupancy insurance shall be paid into the Sinking Fund and applied according
to the provisions relating thereto.
Section 9. So long as any of the Bonds shall remain outstanding the Institution
shall not issue any additional bonds of any other authorized issue or other evidences of indebtedness
payable from the amounts received from rental of rooms in said addition to the
Hospital Building, unless the lien and security of such additional bonds or evidences of indebtedness
on such amounts received from said rentals are made junior and subordinate in all
respects to the lien and security of the bonds described herein.
Section 10. The holders of the bonds are, and shall be, entitled to all the benefits
of and subject to the provisions of Section 7 of the Act referred to in Section 1 of this
Resolution, and any Trustee appointed by the holders of the bonds pursuant to said Section 7
of said Act shall have the powers provided by sub-division (e) of said Section 7 of said Act
Section 11. The provisions of Section 5 to Section 9, both inclusive, of this Resolution,
shall be a part of the contract with the holder or holders of the bonds, and the President
or Bursar, or other executive or financial officers of the Institution shall be, and
they are hereby, authorized and empowered to do any and all acts and things necessary, proper
or convenient in order to fully carry out and perform the agreements on the part of the
Institution to be carried out and performed pursuant to said Sections.
Section 12. The bonds hereby authorized shall be, and they are hereby, awarded to
the United States of America, at par and accrued interest, in accordance with the terms and
provisions of the aforesaid Loan Agreement, dated as of __________, 1935, between
the Institution and the United States of America, authorized by Resolution of the Board of
Visitors of the Institution, adopted January 11th, 1935, and the President of the Institution
be, and hereby is, authorized and empowered, from time to time, to execute said bonds in the
name and under the seal of the Institution, attested by the Secretary of its Board of
Visitors, in such block or blocks as may be necessary or advisable to comply with the terms
of said Loan Agreement, and to cause the coupons thereto annexed to be authenticated by the
facsimile signature of the Bursar, and said President or Bursar be, and he hereby is, authorized
and directed to deliver said bonds to the purchaser thereof, in accordance with such
Loan Agreement upon receipt of payment therefor in accordance with the terms of this
Resolution.
Section 13. This Resolution shall be submitted to the Governor of the Commonwealth
of Virginia for his approval, and shall take effect immediately upon his approval thereof
The foregoing Resolution was read in full once to the said meeting, and thereupon,
upon motion of Mr. Garnett, seconded by Mr. R. Gray Williams, the said Resolution was adopted
by the following vote:
YEAS: Messrs. Corbitt, Lewis C. Williams, R. Gray Williams, Garnett, Rinehart and
Mrs. Munford.
NAYS: None.
Mr. Garnett introduced the following Resolution:
RESOLUTION NO. 3
BE IT RESOLVED by the Board of Visitors of The Rector and Visitors of the University
of Virginia, a State Institution in the Commonwealth of Virginia, as follows:
The Board doth hereby authorize the construction of an addition to the Hospital
Building of the University of Virginia, in accordance with the plans and specifications prepared
by Edmond S. Campbell, Architect, approved by the State Art Commission, and attached
to Application heretofore filed with the Federal Emergency Administrator of Public Works,
(P. W. A. Docket No. 4881), and all amendments and extensions thereof.
And J. L. Newcomb, President of the University, and Hollis Rinehart, Chairman of the
"New Buildings Committee" of The Rector and Visitors of the University of Virginia, or either
of them, or any person or persons designated in an instrument in writing, signed by them, are
hereby authorized to advertise for bids for said work.
And said New Buildings Committee is hereby empowered, authorized and directed to
accept such bid or bids as to a majority of said Committee may seem wise, and to reject any
or all bids which, in the opinion of a majority of said Committee should be rejected, and
to require such bond or bonds conditioned for the faithful performance of the work, or of
any part thereof, as to them may seem proper.
Furthermore, said New Buildings Committee shall scrutinize and pass upon the form and
sufficiency of any contract or contracts prepared and proposed to be entered into by The
Rector and Visitors of the University of Virginia, and any contractor or contractors, subcontractors
and/or materialmen, with reference to the construction of said buildings, or
furnishing materials therefor. And upon approval of such contract or contracts by a majorit
of said New Buildings Committee.
J. L. Newcomb, President of the University, is hereby authorized and empowered to
execute and deliver such contract or contracts in the name and on behalf of The Rector and
Visitors of the University of Virginia, and E. I. Carruthers, the Secretary, shall affix
the corporate seal thereto, and attest the same.
The foregoing Resolution was read in full to the meeting once, and thereupon, upon
motion of Mr. Garnett, seconded by Mr. R. Gray Williams, said Resolution was adopted by the
following vote:
AYES: Messrs. Corbitt, Lewis C. Williams, R. Gray Williams, Garnett, Rinehart and
Mrs. Munford.
NAYS: None.
CERTIFICATE OF GOVERNOR
I, George C. Peery, Governor of the Commonwealth of Virginia, hereby certify that
I have examined two Resolutions adopted by the Board of Visitors of The Rector and Visitors
of the University of Virginia, at a special meeting of said Board of Visitors, held at
the President's Office at the University, at 8:00 o'clock, P. M., on Friday, January 11th,
1935, the first of said Resolutions authorizing the execution of a certain Loan and Grant
Agreement between The Rector and Visitors of the University of Virginia and the United States
of America, Docket No. 4881 of the Federal Emergency Administration of Public Works; and
the second Resolution being entitled:
"Resolution Authorizing the Issuance and Sale of University of Virginia Hospital
Bonds in the Aggregate Principal Amount of $158,000.00 and Determining the Form Thereof".
And I do hereby approve said Resolutions.
(Signed) Geo. C. Peery, Governor.
Mr. W. Allan Perkins, Attorney for the University, submitted the following report
in the matter of the Whitmell T. Taliaferro will:
University of Virginia:
On November 16th, last, I was advised that Whitmell T. Taliaferro, of Atlantic
Highlands, New Jersey, had recently died and that a paper, purporting to be a holographic
will, was found among his effects, by which the whole of his Estate was given to his sister-in-law,
Mrs. Cornelia McKernan, who, it seems, had lived with Mr. Taliaferro and cared for
him during the last few months of his life.
This holographic will was offered for probate in the Monmouth County, New Jersey,
Orphan's Court, and by order entered by said Court October 15th, 1934, probate thereof was
refused on the ground that the will was not executed in the manner and form required by the
statute law of New Jersey.
The Second National Bank & Trust Company of Redbank, New Jersey, was then appointed
Administrator. When the Administrator opened the lock box of the decedent in the Corn Exchange
Safe Deposit Company in New York an earlier will, dated in September, 1932, was discovered,
and this will, after disposal of a few items of personal property, gives practically the whole
of the Estate to the University of Virginia.
The amount of the Estate is estimated at approximately $65,000.00. The largest single
asset is a mortgage for $25,000.00 secured upon real estate in Glen Ridge, New Jersey. There
is approximately $10,000.00 in cash, a house in Atlantic Highlands, Monmouth County, New
Jersey, valued at around $5000.00, and the rest of the estate consists of stocks and mortgages.
The matter was referred to me, as Attorney for the University, in November, last,
and after investigating all the facts, I advise that there seems to be no doubt that Mrs.
McKernan has a valid claim against the Estate for the services which she rendered the decedent
It seems also that she is prepared to assert her claims if necessary.
In the meantime, the firm of Pitney, Harden & Skinner, of Newark, New Jersey, has
been employed to represent the University in this matter, and through this firm probate of
Mr. Taliaferro's will, dated in September, 1932, will be offered on January 31st, 1935. This
situation, in all of its details, is too complicated to present at this time in the form of
a written report. It is, therefore, recommended that this whole question be referred to a
Committee, which Committee shall be given full power to do whatever may be necessary, and
especially to negotiate with the said Mrs. Cornelia McKernan, and with the next of kin of
said Whitmell T. Taliaferro, and to direct the President to enter into any contract or contracts,
which to said Committee, may seem proper, looking toward the settlement of this
Estate.
The following resolution with respect to the foregoing report was adopted:
RESOLVED: That a Committee, composed of three, be appointed by the Chairman of
this meeting, and that such Committee be, and is hereby, given full power and authority to
do any and all things in its opinion needful or necessary in connection with the settlement
of the Estate of Whitmell T. Taliaferro, deceased, to negotiate and enter into any contract
or contracts with Mrs. Cornelia McKernan and/ or with the next of kin of said Whitmell T.
Taliaferro, deceased, which may seem advisable to said Committee, in order that all
questions with reference to the final settlement of any claim or claims against this Estate
may be determined, and said Committee is fully empowered to employ such additional Counsel
as, in its opinion, may be necessary, and to authorize the prosecution or defense of any suit
or suits that to it may seem proper.
The Chairman thereupon appointed the following committee: Garnett, Goolrick and
President Newcomb
In re: Branch and Guthrie indebtedness to the Seward Estate:
W. Allan Perkins, Executor of Dr. Walter M. Seward, deceased, states that as the two-year
period in which suit might have been brought to impeach Dr. Seward's will is now past,
he wishes the Board to take some action with reference to settlement of the indebtedness of
the Estate of W. J. Branch and of Mrs. Helen F. Guthrie to the Seward Estate. Mr. Branch and
Mrs. Guthrie were both first cousins of Dr. Seward. Mr. Branch owed Dr. Seward some $4800.00
secured upon property in Dinwiddie County, Virginia, just outside of Petersburg, and Mrs.
Guthrie owed Dr. Seward some $6500.00 secured upon property in Dinwiddie County, and in the
City of Petersburg. Mr. Perkins' statement follows:
Shortly after Dr. Seward's death, Mr. W. J. Branch and Mr. M. H. Guthrie, Mrs.
Guthrie's husband, had a talk with me in Lawrenceville, and both of them stated that they
were not even able to pay interest on these debts, and offered to convey practically all of
the land upon which they were secured to the University, if we would cancel the notes in
any of those who might have been Dr. Seward's heirs if he had died intestate, and so, while
I brought the matter up and discussed it with the Special Committee heretofore appointed
to confer with me upon the subject of the Seward Estate, I did not ask for any action. In
the report of this Committee to the Board, made at the meeting of June 12th, 1933, the following
statement appears:
"6th. That the Executor be requested to communicate with Mr. William J. Branch
and Mrs. Helen F. Guthrie and say to them that in the opinion of this
Committee any action with reference to their respective proposals for
the settlement of their indebtedness to the Estate would, at this time,
be premature, but at the proper time the matter will be taken up with
the Board of Visitors and given careful and sympathetic consideration."
Mr. Branch died several months ago. I believe that the time has now come when this matter
should be taken up and settled and I am going to ask that a Committee be appointed from this
Board, with full power to agree with the widow and heirs of Mr. Branch, and with Mr. and
Mrs. Guthrie, upon just what property shall be conveyed to the University in extinguishment
of said debts, and that this Committee be empowered upon satisfactory conveyance being made,
to cancel the bonds and notes of said William J. Branch and Helen F. Guthrie, now held by us
as a part of Dr. Seward's Estate, and deliver them to the parties entitled to receive the
same. It is, thereupon,
RESOLVED, that the Chairman of this meeting be and hereby is requested to appoint a
Committee to confer with Mr. Perkins, which Committee is hereby given full power to agree
to the settlement of the William J. Branch and Helen F. Guthrie indebtedness, to the Estate
of Walter M. Seward, in any way that said Committee may deem best, and upon such settlement
being made, satisfactory to said Committee, said Committee is further authorized and empowered
to cancel and deliver to said Helen F. Guthrie and to the widow and heirs, or personal
representatives of William J. Branch, deceased, all the bonds, notes, or other
evidences of debt, executed by said Helen F. Guthrie or by said William J. Branch, and now
held as a part of the Estate of Walter M. Seward, deceased, making all necessary releases of
deeds of trust and doing all other things that may be needful or necessary in the premises.
Adopted:
The Chairman thereupon appointed the following Committee: Rinehart, Garnett and the
President.
The meeting then adjourned.
Rector pro tem
Secretary.
| Board of Visitors minutes January 11, 1935 | |