University of Virginia Library

A special meeting of the Board of Visitors of the Rector and Visitors of the
University of Virginia, was held on this date at eleven o'clock A. M., at the residence of
the Rector, #909 West Franklin Street, Richmond, Va.

There were present the Rector, Fred W. Scott, and Visitors C. B. Garnett, Sidney
B. Hall, Mrs. M. C. B. Munford, Wm. A. Stuart, Lewis C. Williams and R. Gray Williams.

There were absent Visitors Paul G. McIntire, Hollis Rinehart, and C. Harding Walker.

There was presented to the meeting a copy of the call of such meeting, duly signed
by the Rector of The Rector and Visitors of the University of Virginia, under date of
February 14th, 1934. Said call was in the following form

The Secretary submitted to the meeting an affidavit of notice of meeting of the
Board of Visitors of The Rector and Visitors of the University of Virginia. Said affidavit
and the exhibits attached thereto were in the following form:

COMMONWEALTH OF VIRGINIA SS.

COUNTY OF ALBEMARLE SS.

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 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 one day before the date of the meeting
therein referred to, by depositing on February 14th, 1934, a copy thereof in the United
mail, in a securely sealed envelope, postage prepaid, 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.
Hon. C. Harding Walker,	Heathsville, Virginia.
Mr. Lewis C. Williams,	American National Bank Building, Richmond, Virginia.
Mr. Robert Gray Williams,	Winchester, Virginia.
Mr. C. B. Garnett,	Tower Building, 14th and K. Streets, N. W., Washington, D. C.
Mr. Paul G. McIntire,	c/o Morgan-Davis Company, Room 2040— 15 Broad St., New York City.
Mr. Sidney B. Hall,	State Office Building, Richmond, Virginia.
Mrs. M. C. B. Munford,	329 N. Harrison Street, Richmond, Virginia.
Mr. Hollis Rinehart,	725 N. Greenway Drive, Coral Gables, Florida.

3. That prior to the date of the meeting referred to in the notice hereinabove referred
to, acknowledgements of the receipt of the notice hereinabove 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, had either been
received by him, or had been placed in the mail addressed to him.

E. I. Carruthers,
Secretary, Board of Visitors.

SUBSCRIBED and SWORN to before me
this 16th day of February, 1934.

Lois Wilson Brown, N. P.

The Rector directed that said copy of the call of meeting and said affidavit be

filed with the minutes of the meeting.

Mr. Garnett introduced the following preambles 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 made by the United States of America and the said The Rector and
Visitors of the University of Virginia, in connection with the application of the 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
financing of the construction of a new building or buildings for the use of the Department
of Engineering of the Institution, which application bears docket number 2585 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 appended to the copy thereof heretofore
read in full at this meeting, and

WHEREAS, in pursuance of Chapter 49 of the Acts of the General Assembly of the
Commonwealth of Virginia passed at the Extra Session of 1933, and approved by the Governor
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 fully carry out and perform all
the terms and conditions thereof, and to adopt this resolution, now, therefore, 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:

Section 1. The following Loan Agreement referred to in the recitals hereof and all
of the terms and provisions thereof be and the same hereby are approved:

PART ONE

GENERAL PROVISIONS

1 Amount of Loan and Grant, Purchase Price and Purpose. Subject to the terms
and conditions of this Agreement, the Borrower will sell and the Government will purchase
$304,000.00 aggregate principal amount of the bonds (herein called the "Bonds"), of the
Borrower at 100 per centum of the principal amount thereof, plus accrued interest, and,
in addition to the amount of Bonds to be purchased, the Government will make a grant
(herein called the "Grant"), to the Borrower of not to exceed 30 per centum of the cost of
the labor and materials employed upon the Project as herein described, but such Grant,
together with the aggregate principal amount of the Bonds purchased, and any other funds
(herein called "Other Funds"), received directly or indirectly from the Government or any
agency or instrumentality thereof to be used to aid in financing the construction of the
Project, shall not exceed in aggregate amount the total cost of the Project, and in no
event shall such aggregate amount exceed $379,000.00 (except for such payment, if any, as
may be made under the provisions of Paragraph 11, PART TWO, hereof), the proceeds derived
from the sale of the Bonds and the amount paid on account of the Grant (except for such
payment, if any, as may be made under the provisions of Paragraph 11, PART TWO, hereof) to
be used for the construction by the Borrower of new buildings for the Department of
Engineering, and all improvements and extensions thereto (herein called the "Project"),
and for other and incidental purposes, all pursuant to the Borrower's application (herein
called the "Application"), P.W.A. Docket No. 2585, the proceedings authorizing the issuance
of the Bonds, Title II of the National Industrial Recovery Act (herein called the "Act"),
approved June 16th, 1933, the Constitution and Statutes of the Commonwealth of Virginia,
including particularly: Chap. 49, Acts of Assembly, Special Session, 1933.

2 Description of Bonds:

(a) Designation. University of Virginia Engineering Department Bond

(b) Principal Amount. $304,000.00

(c) Type. Limited obligation, coupon bond.

(d) Registration. Registerable at the option of the holder as to principal only

(e) Date. February 1st, 1934.

(f) Interest. 4 per centum, per annum, payable on the first day of August,
1934, and semi-annually thereafter on the first days of February
and August in each year.

(g) Maturities. February 1st, of each year.

                     

Year	Amount	Year	Amount	Year	Amount
1937	$10,000.00	1947	$11,000.00	1957	$11,000.00
1938	10,000.00	1948	11,000.00	1958	11,000.00
1939	10,000.00	1949	11,000.00	1959	11,000.00
1940	10,000.00	1950	11,000.00	1960	11,000.00
1941	10,000.00	1951	11,000.00	1961	11,000.00
1942	11,000.00	1952	11,000.00	1962	11,000.00
1943	11,000.00	1953	11,000.00	1963	11,000.00
1944	11,000.00	1954	11,000.00	1964	12,000.00
1945	11,000.00	1955	11,000.00
1946	11,000.00	1956	11,000.00

(h) Security. Limited obligations of the Borrower payable only from the
revenues and receipts derived directly or indirectly from

the Project after providing first for reasonable expenses of
operation and maintenance of the Project, and secured by an
exclusive first lien upon and a pledge of such revenues.

(i) Place and Medium of Payment. At the office of the Bursar of the Borrower,
University, Virginia, or, in the City of Charlottesville,
Virginia, in such funds as are, on the respective dates of payment
of the principal of and interest on the Bonds, legal tender
for debts due the United States of America.

(j) Denomination. $1,000.

3. Form, Text and Sample of Bond. The Bonds shall be in form and text satisfactory
to the Legal Division of the Federal Emergency Administration of Public Works
(herein called "Counsel for the Government"). Before the Bonds are prepared, the Borrower
shall submit a sample or specimen bond (with coupons) for approval by Counsel for the
Government.

4. Method of Taking Up Bonds. The Bonds shall be taken up and paid for in blocks
from time to time as funds are needed for the Project, or the entire issue may be taken up
and paid for by the Government at one time, in the discretion of the Finance Division of
the Federal Emergency Administration of Public Works (herein called the "Finance Division").

5. Amount of Bonds to be Taken Up. The Government shall be under no obligation
to take up and pay for Bonds beyond the amount which, together with Other Funds, and the
amount to be paid to the Borrower on account of the Grant as provided in this Agreement,
shall be necessary, in the judgment of the Engineering Division of the Federal Emergency
Administration of Public Works (herein called the "Engineering Division"), to complete the
Project. In case any of the Bonds are sold to purchasers other than the Government, the
principal amount of Bonds which the Government is obliged to take up and pay for shall be
correspondingly reduced.

6. Deposit of Bond Proceeds and Grant; Retirement Fund. The Borrower will pay all
accrued interest which it receives from the sale of the Bonds at the time of the payment
therefor (and any payment which may be made on account of the Grant under the provisions of
Paragraph 11, PART TWO, hereof), into an interest and bond retirement fund account (herein
called a "Bond and Interest Sinking Fund Account") more fully described in Paragraph 10
hereof. It will deposit the remaining proceeds from the sale of the Bonds and any payments
made on account of the Grant in a bank or banks which are members of the Federal Reserve
System, in a special account or accounts, each of such special accounts to be continuously
secured by a pledge to the Borrower of direct obligations of the United States of America
having an aggregate market value, exclusive of accrued interest, at all times at least
equal to the balance on deposit in each such account. Such securities will either be
deposited with the Borrower or be held by a trustee or agent satisfactory to the Finance
Division, provided that the trust or agency agreement is satisfactory to Counsel for the
Government. Provided, however, that at the option of the Finance Division such special
account or accounts may be secured by a surety bond or bonds which shall be in form,
sufficiency and substance satisfactory to Counsel for the Government. Any balance or
balances remaining unexpended in such special account or accounts, including any interest
paid in respect of said account or accounts, after the completion of the Project and which
are not required to meet unpaid obligations incurred in connection with the construction
of the Project shall be paid into the Sinking Fund referred to in Paragraph 10 hereof,
and, together with the accrued interest aforesaid, shall be used solely for the payment
of the interest on and the principal of the Bonds, or said unexpended balance or balances
and any interest paid in respect of said account or accounts may be used for the purchase
of such of the Bonds as are then outstanding at a price (exclusive of accrued interest),
not exceeding the principal amount thereof. Any Bonds so purchased shall be cancelled and
no additional bonds shall be issued in lieu thereof. Such Bonds, when cancelled, shall be
submitted to the Government for recording.

7. Disbursement of Bonds Proceeds and Grant. The Borrower will expend the funds
in such special account or accounts only for such purposes as shall have been previously
specified in certificates filed with the Government and accompanied by requisitions for
such funds and approved by Counsel for the Government, or such funds shall be used for
purchasing Bonds as provided in this Agreement.

8. Payment of Bonds. The Bonds issued by the Borrower to finance the cost of the
Project shall in no event constitute an indebtedness of the Commonwealth of Virginia, or of
the Borrower, except to the extent of such revenues and receipts as shall be derived
directly or indirectly from the operation of the Project, and this Agreement shall not be
construed so as to permit the cost or expense of the operation and maintenance of the Project
to be paid out of any funds other than from such revenues and receipts. The revenues and
receipts to be deemed as derived directly or indirectly from the Project and the cost and
expense of the operation and maintenance thereof shall be determined by Resolution of the
Borrower, approved by the Governor of the Commonwealth of Virginia, at the time of entering
into this Agreement, and also within sixty days after the end of each year after the date
of the Bonds. In making such determination, the Borrower must exclude all funds received
or receivable from the Commonwealth of Virginia.

9. Rates and Disposition of Revenues and Receipts. The Borrower shall operate
and maintain the Project and charge and collect for or in connection with the use, occupation
and/or services of such Project, or any services rendered therein, such fees, rents
and charges as the Borrower shall deem proper so that the Project shall always have
sufficient revenues and receipts 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 and debts of the Borrower incurred in connection with the Project, and to do
all such other acts and things in connection with such operation and maintenance and the
charging and collection of such fees, rents and charges as may be necessary, proper or
convenient to carry out the provisions of this Agreement.

The fees, rents and charges collected by the Borrower, after deducting
expenses of operation and maintenance, including, but not limiting the generality of the
foregoing, charges for heating, lighting, power, janitor service, water, telephone,
maintenance, repairs and insurance (but not including salaries of the executive staff and
teaching staff), shall be set aside in the Sinking Fund referred to in Paragraph 10 hereof
to the extent provided therein.

10. Allocation of Revenues. The Borrower shall set aside as collected and
deposit the revenues and receipts of the Project, after providing first for the payment of
the amounts required by Paragraph 9 hereof for expenses of operation and maintenance, in a
"Bond and Interest Sinking Fund Account" (herein referred to as the "Sinking Fund"), to such
extent only as may be necessary to comply with the requirements as to the amount of such
payment hereafter in this Paragraph No. 10, provided. So long as any of the Bonds are outstanding,
the monies in the Sinking Fund shall be used solely for the purpose of paying the
principal of and interest upon the Bonds. During each of the fiscal years ending 1935 to
1946, both inclusive, there shall be set aside and paid into such Sinking Fund an amount
equal to 120 per centum of the amount of interest payable on the Bonds outstanding, and 120
per centum 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 payable in such year shall be held in the Sinking Fund as a reserve for contingencies
and used only in accordance with the provisions hereof. During each of the fiscal years
ending 1947 to 1964, both inclusive, the amount so set apart and paid into the Sinking Fund
shall be equal to 100 per centum of the amount of interest payable on the Bonds outstanding
and 100 per centum of the aggregate principal amount of the Bonds maturing in each such year
provided, however, that no further payments need be made into the Sinking Fund after enough
of the Bonds have been retired so that the amount then held in said Sinking Fund (including
the reserve for contingencies) is equal to the entire 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 Borrower shall fail to pay into the Sinking Fund the full amount
hereinabove stipulated, then an amount equivalent to such deficiency shall be set apart and
paid into the Sinking Fund from the first available revenues of the following fiscal year
or years.

If the Borrower shall fail to make any such payment into the Sinking Fund as aforesaid
during any fiscal year, any sums 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
upon and principal of the Bonds becoming due in such fiscal year, on which Bonds there
would otherwise be a default; but such reserve shall be reimbursed therefor from the first
available amount of such revenues and receipts in the following fiscal year or years in
excess of the required payment for the then current fiscal year.

All monies held in the Sinking Fund shall be deposited in a Bank or Banks which are
members of the Federal Reserve System, in a special account or accounts to be continuously
secured by a pledge to the Borrower of direct obligations of the United States of America
having an aggregate market value, exclusive of accrued interest, at all times equal to the
balance on deposit in each such account, or, all such monies shall be paid into the Treasury
of the Commonwealth of Virginia to the account of the Borrower, or, all such monies shall
be invested in such direct obligations of the United States of America, provided, however,
that the Borrower may make suitable provisions for the sale of such obligations when it
shall prove necessary to draw upon said Sinking Fund or the reserve therein.

11. Accounts and Statements. The Borrower shall keep and preserve complete and
accurate accounts of all sums of money received and disbursed in connection with the erecti
operation and maintenance of the Project, including, without limiting the generality of the
foregoing, a complete and accurate record of all amounts charged as fees, rents and charges
in connection with the operation of such Project and all sums disbursed for the payment of
the principal of and interest on the Bonds. The Borrower shall also prepare and submit a
complete operating and income statement of the Project, in reasonable detail, within sixty
days after the close of each fiscal year to the Governor of the Commonwealth of Virginia,
and to the Government, and, upon written request, to any purchaser or holder of any of the
Bonds. Such operating and income statement shall be certified by independent auditors, if
demand for an independent audit shall be made.

12. Insurance. So long as any of the Bonds shall remain outstanding, the Borrower
will maintain insurance for the benefit of the bondholders on the Project of a kind and in
an amount which usually would be carried by private corporations engaged in a similar type
of business. The proceeds of any insurance, other than for loss of use and occupancy, shall
be used only for (a) replacement 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.

13. Additional Issues of Bonds. So long as any of the Bonds shall remain outstanding,
the Borrower shall not issue any additional bonds or other evidences of indebtedness
payable from the revenues of said Project, unless the lien and security of such bonds
or other evidences of indebtedness on the revenues of such Project, as improved or extended,
are junior and subordinate in all respects to the lien and security of the Bonds described
herein.

14. Remedies of Bondholders. The Resolution of the Borrower authorizing the
issuance of the Bonds shall provide that the holders of the Bonds are entitled to all the
benefits of Sec. 7 of Chap. 49, Acts of Assembly, 1933, and any trustee appointed by the
holders of the Bonds, pursuant to said Section 7 shall have the powers set forth in subdivision
(e) of said Section 7.

PART TWO

1. Approval of Agreement. Within a reasonable time after the receipt of the
Agreement, the Borrower shall adopt a Resolution, setting forth the Agreement in full, approving
the same, and authorizing and directing the execution thereof by the official or
officials designated to sign the same on the Borrower's behalf. Promptly thereupon, the
Borrower shall cause such official or officials to sign the Agreement.

2. Preliminary Proceedings by Borrower. When the Agreement has been signed on
behalf of the Borrower, the Borrower shall promptly:

(a) Send to the Government three signed counter-parts of the Agreement and a
certified copy of the Resolution adopted by the Borrower pursuant to Paragraph 1, PART TWO,
hereof, together with certified extracts of the minutes pertaining to its adoption and any
papers, certificates and other documents which may be requested by Counsel for the Governmen

(b) Retain municipal bond counsel satisfactory to the Finance Division to assi
the Borrower in the proceedings relative to the authorization, issuance and sale of Bonds,
and to give such legal opinions relative thereto as may be requested by Counsel for the

(c) Submit to the Government plans, drawings and specifications of the work
and materials to be employed upon the Project; the latest data as to the expected cost of
the Project; a statement as to when and how it is proposed to advertise for bids and to
let contracts for the work; a statement as to when and how it is proposed to acquire the
necessary lands, easements, franchises, and rights-of-way, an estimate as to the amount of
money that will be needed at the time of the sale of the Bonds; and any other details or
data that may be requested by the Engineering Division;

(d) Submit to the Government all such authorizations, permits, licenses and
approvals from Federal, State, county, municipal and other authorities as Counsel for the
Government may deem advisable then to be obtained in connection with the Project or the
Bonds;

(e) Take all the proceedings necessary for the authorization and issuance of
the Bonds.

3. First Bond Requisition. As soon as the provisions of Paragraph 2, PART TWO,
hereof, shall have been complied with to the satisfaction of Counsel for the Government,
the Borrower will file with the Government a requisition requesting the Government to
take up and pay for such amount of the Bonds as, together with Other Funds, will provide
sufficient funds for the construction of the Project for a reasonable period (or, in the
discretion of the Finance Division, a requisition to take up and pay for the entire amount
thereof at one time), specifying the principal amount, serial numbers and maturities (which
maturities shall be satisfactory to the Finance Division) of the Bonds of such block and
the date when it is desired to complete the delivery thereof (which date shall not be
earlier than ten days after the Government's receipt of such first Bond requisition, unless
otherwise satisfactory to Counsel for the Government), the first Bond requisition to
be accompanied by a complete transcript of all bond proceedings to date, together with
such certificates, forms, opinions, letters, statements and other documents as may be requested
by Counsel for the Government.

4. First Bond Payment. If the first Bond requisition and the documents accompanying
the same are satisfactory in form, sufficiency and substance to Counsel for the Government,
then, subject to the terms and conditions of this Agreement, upon reasonable notice
to Borrower, and within a reasonable time after the receipt by the Government of the first
Bond requisition, the Government will arrange to take up and pay for such amount of the
bonds as, together with Other Funds, will provide, in the judgment of the Engineering
Division, sufficient funds for the construction of the Project for a reasonable period,
or, in the judgment of the Finance Division, the entire amount of the Bonds, the first
Bond payment to be made at the Federal Reserve Bank of Richmond, Richmond, Virginia, (herein
called the "Reserve Bank"), or at such other place or places as Counsel for the Government
may designate, against delivery by the Borrower of such Bonds (having all unmatured coupons
attached), together with such documents as may be requested by and which shall be in form,
sufficiency and substance as theretofore approved by Counsel for the Government.

5. Subsequent Bond Requisitions. Unless all of the Bonds shall have been
previously delivered and paid for, from time to time after the first Bond payment, but
not oftener than once a month, (unless otherwise satisfactory to the Engineering Division),
the Borrower will file a requisition with the Government requesting the Government to take
up and pay for an additional block of the Bonds of such amount, as, together with Other
Funds, and such portion, if any, of the Grant, requested simultaneously with such Bond
requisition, will provide sufficient funds for the construction of the Project for a
reasonable period, specifying the principal amount, serial numbers and maturities, (which
maturities shall be satisfactory to the Finance Division), of the Bonds included in such
block and the date when it is desired to complete the delivery thereof, (which date shall
not be earlier than ten days after the Government's receipt of such Bond requisition,
unless otherwise satisfactory to Counsel for the Government), each Bond requisition to be
accompanied by such documents as may be requested by Counsel for the Government.

6. Subsequent Bond Payments. If a Bond requisition and the documents accompanying
the same are satisfactory in form, sufficiency and substance to Counsel for the Government,
then, subject to the terms and conditions of this Agreement, upon reasonable notice
to the Borrower, and within a reasonable time after the receipt by the Government of such
Bond requisition, the Government will arrange to take up and pay for such additional amount
of the Bonds as, together with Other Funds, and such portion, if any, of the Grant, paid
simultaneously with the payment for such amount of the Bonds, will provide, in the judgment
of the Engineering Division, sufficient funds for the construction of the Project for a
reasonable period, each Bond payment to be made at the Reserve Bank or at such other place
or places as Counsel for the Government may designate, against delivery of such block of
Bonds, (having all unmatured coupons attached), together with such documents as may be
requested by and which shall be in form, sufficiency and substance as theretofore approved
by Counsel for the Government.

7. Grant Requisitions. The Borrower may at any time after the execution of this
Agreement but not oftener than once a week, file a requisition requesting the Government
to make a payment to the Borrower on account of the Grant, each Grant requisition to be
accompanied by such documents as may be requested by Counsel for the Government.

8. Grant Payments. If a Grant requisition and the documents accompanying the
same are satisfactory in form, sufficiency and substance to Counsel for the Government,
then, subject to the terms and conditions of this Agreement, upon reasonable notice to
the Borrower, and within a reasonable time after the receipt by the Government of such
Grant requisition (but not earlier than ten days after the receipt thereof, unless
otherwise satisfactory to Counsel for the Government), the Government will pay to the
Borrower a sum of money, which, together with all previous Grant payments, and Other
Funds, shall be equal in aggregate amount to 25 per centum of the cost of the labor and
materials shown to have been employed upon the Project to a date not later than the date
of such Grant requisition; provided, however, that such Grant payment, together with all
previous Grant payments, Other Funds, and the amount paid for the Bonds shall not exceed
in aggregate amount the total cost of the Project, and in no event shall such Grant payment,
together with all previous Grant payments and Other Funds, exceed in aggregate
amount the sum of $75,000.00, each Grant payment to be made at the Reserve Bank or at
such other place or places as Counsel for the Government may designate, against delivery
by the Borrower of its receipt therefor.

9. Final Grant Requisition. Within a reasonable time after the Project has been
completed and all costs incurred in connection therewith have been determined, the Borrower
may file a requisition with the Government requesting the Government for the final portion

of the Grant, the final Grant requisition to be accompanied by such documents as may be
requested by Counsel for the Government.

10. Final Grant Payment. If the final Grant requisition and the documents
accompanying the same are satisfactory in form, sufficiency and substance to Counsel for
the Government, then, subject to the terms and conditions of this Agreement, upon reasonable
notice to the Borrower, and within a reasonable time after the receipt by the Government
of the final Grant requisition (but not earlier than ten days after the receipt thereof,
unless otherwise satisfactory to Counsel for the Government) the Government will pay to
the Borrower a sum of money, which, together with all previous Grant payments, and Other
Funds, shall be equal in aggregate amount to 30 per centum of the cost of the labor and
materials employed upon the Project, provided, however, that the final Grant payment, together
with all previous Grant payments, Other Funds, and the amount paid for the Bonds
shall not exceed in aggregate amount the total cost of the Project, and in no event shall
the final Grant payment, together with all previous Grant payments and Other Funds, exceed
in aggregate amount the sum of $75,000.00, the final Grant payment to be made at the
Reserve Bank or at such other place or places as Counsel for the Government may designate,
against delivery by the Borrower of its receipt therefor.

11. Concellation of Bonds. If the Borrower, within a reasonable time, after the
completion of the Project, shall have filed the final Grant requisition with the Government,
and if the documents accompanying the same are satisfactory in form, sufficiency
and substance to Counsel for the Government, then, in addition to the Grant payments made
under the provisions of Paragraphs 8 and 10, PART TWO, hereof, the Government will cancel,
in so far as possible, and in such order as may be satisfactory to the Finance Division,
Bonds and/or coupons in an aggregate amount equal to the amount, if any, by which 30 per
centum of the cost of the labor and materials employed upon the Project exceeds the
aggregate of all such Grant payments and Other Funds, and for such reasonable time and to
this end, the Government will hold Bonds in the amount necessary to effectuate the purpose
and intent of this Paragraph unless payment of such excess shall have been otherwise
provided for by the Government.

PART THREE

CONSTRUCTION CONTRACTS

IN CONSIDERATION OF THE GRANT, THE BORROWER COVENANTS THAT:

1. Construction Contracts. All construction contracts made by the Borrower and
all subcontracts for work on the Project shall be subject to the rules and regulations
adopted by the Government to carry out the purposes and control the administration of the
Act, and shall contain provisions appropriate to insure that:

• (a) Convict Labor. No convict labor shall be employed on the Project, and no
  material manufactured or produced by convict labor shall be used on the Project.

• (b) 30-Hour Week. Except in executive, administrative and supervisory
  positions, so far as practicable and feasible in the judgment of the Government,
  no individual directly employed on the Project shall be permitted to work more
  than thirty hours in any one week, or, except in cases of emergency, on any
  Sundays or legal holidays, but in accordance with rules and regulations from time
  to time made by the Government, this provision shall be construed to permit working
  time lost because of inclement weather or unavoidable delays in any one week
  to be made up in the succeeding twenty days.

• (c) Wages.

  • (1) All employees shall be paid just and reasonable wages which shall
    be compensation sufficient to provide, for the hours of labor as limited, a stand
    of living in decency and comfort,

  • (2) All contracts and subcontracts shall further prescribe such
    minimum wage rates for skilled and unskilled labor as may be determined by the
    Government and shall be subject to all rules and regulations which the Government
    may promulgate in connection therewith. Such minimum rates, if any, shall also be
    stated in all proposals of bids submitted including those of subcontractors, and
    clearly legible statement of all wage rates to be paid the several classes of labor
    employed on the work shall be posted in a prominent and easily accessible place at
    the site of the work. All contractors shall keen a true and accurate record of the
    hours worked by and the wages paid to each employee and shall furnish the Governm
    with sworn statements thereof on demand.

  • (3) All employees shall be paid in full not less often than once each
    week and in lawful money of the United States of America in the full amount accrue
    to each individual at the time of closing of the pay roll, which shall be at the
    latest date practicable prior to the date of payment, and there shall be no
    deductions on account of goods purchased, rent, or other obligations, but such
    obligations shall be subject to collection only by legal process.

• (d) Labor Preferences. Preference shall be given, where they are qualified,
  to ex-service men with dependents, and then in the following order:

  • (1) To citizens of the United States and aliens who have declared
    their intention of becoming citizens, who are bona fide residents of the City of
    Charlottesville and/or County of Albemarle, Commonwealth of Virginia, and

  • (2) To citizens of the United States and aliens who have declared
    their intention of becoming citizens, who are bona fide residents of the Commone
    of Virginia, provided that these preferences shall apply only where such labor is
    available and qualified to perform the work to which the employment relates.

• (e) Employment Services. To the fullest extent possible, labor required for
  the Project and appropriate to be secured through employment services, shall be
  

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  chosen from lists of qualified workers submitted by local employment agencies
  designated by the United States Employment Service, provided, however, that
  organized labor, skilled and unskilled, shall not be required to register at
  such local employment agencies but shall be secured in the customary ways through
  recognized union locals. In the event, however, that qualified workers are not
  furnished by the union locals within 48 hours (Sundays and holidays excluded)
  after request is filed by the employer, such labor may be chosen from lists of
  qualified workers submitted by local employment agencies designated by the United
  States Employment Service. In the selection of workers from lists prepared by
  such employment agencies and union locals, the labor preferences provided in
  Sub-Paragraph (d) supra, shall be observed in accordance with such rules and
  regulations as the Government may prescribe.

• (f) Human Labor. In accordance with such rules and regulations as the
  Government may prescribe, the maximum of human labor shall be used in lieu of
  machinery wherever practicable and consistent with sound economy and public
  advantage, and to the extent that the work may be accomplished at no greater
  expense by human labor than by the use of machinery, and labor of requisite
  qualifications is available, such human labor shall be employed.

• (g) Accident Prevention. Every construction contract for work on the Project
  shall contain an undertaking to comply with all applicable provisions of the laws
  and building and construction codes of the State, Territory, District and/or
  municipality in which the work is done and with any regulations for the protection
  of workers which may be promulgated by the Government.

• (h) Compensation Insurance. Every construction contract for work on the
  Project shall contain a provision requiring the employer to furnish compensation
  insurance for injured workers and to give proof of such adequate insurance satisfactory
  to the Government.

• (i) Persons Entitled to Benefits of Labor Provisions. Every person who performs
  the work of a laborer or of a mechanic on the Project, or any part thereof,
  shall be entitled to the benefits of the labor and wage provisions hereof, regardless
  of any contractual relationship between the contractor or subcontractor and
  such laborer or mechanic. There shall be no discrimination in the selection of
  labor on the ground of race, creed or color.

• (j) Bonding of Contracts. Construction contracts shall be supported by
  adequate surety or other bonds or security satisfactory to the Government for the
  protection of labor and material men employed on the Project or any part thereof.

• (k) Materials. So far as articles, materials, and supplies produced in the
  United States are concerned, only articles, materials and supplies produced under
  codes of fair competition adopted pursuant to the provisions of Title I of the Act,
  or under the President's Reemployment Agreement, shall be used in work on the
  Project, except when the Government determines that this requirement is not in the
  public interest or that the consequent cost is unreasonable. So far as feasible
  and practicable, and subject to the above, preference shall be given to the use of
  locally produced materials if such use does not involve higher cost, inferior
  quality or insufficient quantity, subject to the determination of the Government,
  but there shall be no requirement providing price differentiations for or restricting
  the use of materials to those produced within the Nation or State.

• (l) Inspection and Records. The Government, through its authorized agents,
  shall have the right to inspect all work as it progresses and shall have access to
  all pay rolls, records of personnel, invoices of materials, and other data relevant
  to the performance of the contract.

• (m) Reports. Subject to such rules and regulations as the Government may
  prescribe, contractors and subcontractors shall make reports in triplicate to the
  Government monthly within five days after the close of each calendar month on forms
  to be furnished by the United States Department of Labor, which reports shall
  include the number of persons on their pay rolls, the aggregate amount of the pay
  rolls, the man hours worked, wage scales paid to various classes of labor and the
  total expenditures for materials. The contractors shall also furnish to the Government
  the names and addresses of all subcontractors at the earliest date practicable.

• (n) Compliance with Title I of the Act. All contractors and subcontractors must
  comply with the conditions prescribed in Sections 7 (a) (1) and 7 (a) (2) of Title
  I of the Act.

2. Restriction as to Contractors. No contract shall be let to any contractor or
subcontractor who has not signed and complied with the applicable approved code of fair
competition adopted under Title I of the Act for the trade or industry or subdivision thereof
concerned, or, if there be no such approved code, who has not signed and complied with
the provisions of the President's Reemployment Agreement.

3. Termination for Breach. The Borrower will enforce compliance with all the provisions
of this part of this Agreement, and, as to any work done by it in connection with
the construction of the Project, will itself comply therewith. All construction contracts
shall provide that if any such provisions are violated by any contractor or subcontractor,
the Borrower may, with the approval of the Government, and shall at the request of the
Government, terminate by written notice to the contractor or subcontractor the contract of
such contractor or subcontractor, and have the right to take over the work and prosecute
the same to completion by contract or otherwise and such contractor or subcontractor and
his sureties shall be liable for any excess cost occasioned thereby and/or, if so requested
by the Government, the Borrower shall withhold from such contractor or subcontractor
so much of the compensation due to him as may be necessary to pay to laborers or mechanics
the difference between the rate of wages required by the contract and the rate of wages
actually paid to the laborers and mechanics.

4. Force Labor. 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 Government for permission to do all or any part of the Project by day labor,
upon such conditions as the Government may impose, with the understanding that all provisions
in this Agreement, including those relating to labor, wages, hours and recruitment,
shall be observed.

PART FOUR

1. Construction of Project. Upon receiving a Bond payment under the provisions
of Paragraph 4, PART TWO, hereof, the Borrower will promptly commece or cause to be commenced
the construction of the Project (unless such construction has already been commenced
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 as to the labor
and materials to be employed upon the Project, and the plans, drawings, specifications
and construction contracts which, except for subcontracts, shall be in form satisfactory
to the Engineering Division, and in accordance with such engineering supervision and
inspection as the Government or its representatives may require. Except with the prior
written consent of Counsel for the Government, 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.

2. Completion of Project. Upon the completion of the Project the Borrower will
furnish to the Government a certificate of the Borrower's engineers certifying to such
completion, to the total cost of the Project and to such other matters as the Engineering
Division may request, such certificate to be accompanied by such data as the Engineering
Division may request.

3. Information. During the construction of the Project the Borrower will furnish
to the Government all such information and data as the Engineering Division may request as
to the construction, cost and progress of the work.

4. 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) Cost of Project. If the Engineering Division shall not be satisfied that
  the Borrower will be able to construct the Project within the cost estimated at the
  time when the Application was approved by the Government, such estimated cost being
  the amount of $379,000.00, unless, in the event that additional funds appear to the
  Engineering Division to be necessary in order to pay in full the cost of the construction
  of the Project, the Finance Division shall be satisfied that the Borrower
  will be able to obtain such funds, as needed, through additional borrowing or other
  wise, in a manner satisfactory to Counsel for the Government.

• (b) Compliance. If the Borrower shall not have complied, to the satisfaction
  of Counsel for the Government, with all the provisions contained or referred to in
  this Agreement and in the proceedings authorizing the issuance of the Bonds, theretofore
  to be complied with by the Borrower;

• (c) Legal Matters. If Counsel for the Government shall not be satisfied as
  to all legal matters and proceedings affecting the Bonds, the security therefor
  or the Project;

• (d) 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
  Counsel for the Government to be incorrect or incomplete in any material respect;

• (e) Financial Condition. If, in the judgment of the Finance Division, the
  financial condition of the Borrower shall have changed unfavorably in a material
  degree from its condition as theretofore represented to the Government.

5. Representations and Warranties. The Borrower represents and warrants as
follows:

• (a) Authorizations. All necessary authorizations, permits, licenses and approvals
  from Federal, State, county, municipal and other authorities in connection
  with the Project or the bonds have been or will be obtained;

• (b) Litigation. No litigation or other proceedings are now pending or
  threatened which might adversely affect the Bonds, the construction and operation
  of the Project, or the financial condition of the Borrower;

• (c) 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 recen
  financial statement, furnished to the Government as a part of the Application, and
  there have been no changes in the character of its assets or in its financial condition
  except such changes as are necessary and incidental to the ordinary and
  usual conduct of the Borrower's affairs;

• (d) Fees and Commissions. No fee or commission has been or will be paid by
  the Borrower or any of its officers, employees, agents or representatives, and no
  agreement to pay a fee or commission has been or will be entered into by or on
  behalf of the Borrower, or any of its officers, employees, agents or representative
  in order to secure the loan and/or Grant hereunder;

• (e) Affirmation. Every statement contained in this Agreement, in the Borrower's
  Application, and in any supplement thereto or amendment thereof, and in any
  other document submitted or to be submitted to the Government by or on behalf of
  the Borrower, is, or when so submitted will be, correct and complete, and no
  relevant fact materially affecting the Bonds, the Grant, the Project or the obligations
  of the Borrower under this Agreement has been or will be omitted therefrom.

6. Indemnification. The Borrower will indemnify the Government and all purchasers
of the Bonds from the Government against any loss or liability incurred by reason of any
inaccuracy or incompleteness in any representation contained herein. In the event that
there shall be any such inaccuracy or incompleteness, in the Government shall be entitled
(in addition to the above right of indemnification and any other right or remedy) to return
any or all of the Bonds to the Borrower and recover the price paid therefor by the Government.

7. Use of Government's Name. Without the prior written consent of the Government,
the Borrower will not refer to this Agreement or to any purchase by the Government of the
Bonds as an inducement for the purchase of any securities (including Bonds repurchased from

the Government) of the Borrower, and will not permit any purchaser from it of any such
securities to do so.

8. Sale of Bonds by the Government. The Borrower will take all such steps as
the Government may reasonably request to aid in the sale by the Government of any or all
of the Bonds. Upon request, the Borrower will furnish to the Government or to any purchaser
from the Government of 25 per centum of the Bonds, information for the preparation
of a bond circular in customary form, signed by the proper official of the Borrower, containing
such data as the Government or such purchaser may reasonably request concerning
the Borrower and the Project.

9. Expenses. The Borrower will pay all costs, charges and expenses incident to
compliance with all the duties and 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 obtaining all legal opinions requested by Counsel for the
Government.

10. Supplemental Documents. The Borrower will furnish to the Government such
supplemental documents as Counsel for the Government may request in connection with the
Bonds, the Grant, the Project or the obligations of the Borrower under this Agreement.

11. Waiver. Any provision of this Agreement may be waived or amended with the
consent of the Borrower and the written approval of the Engineering Division, Finance
Division, and Counsel for the Government, without the execution of a new or supplemental
agreement, if, in the opinion of Counsel for the Government, which shall be conclusive,
such waiver or amendment does not substantially vary the terms of this Agreement. No waiver
by the Government of any such provision shall constitute a waiver thereof as applied to any
subsequent obligation of the Borrower or the Government under this Agreement.

12. Agreement Not for the Benefit of Third Parties. This Agreement is not for
the benefit of any person or corporation other than the parties hereto, their respective
assigns or the successors of the Borrower, and neither the holders of the Bonds nor any
other person or corporation, except the parties hereto, their respective assigns or the
successors of the Borrower, shall have any rights or interest in or under this Agreement,
except as expressly provided for herein.

13. 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 therefrom.

14. Validation. The Borrower hereby covenants that it will institute, prosecute
and carry to completion insofar 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 Counsel for the Government such action may be deemed necessary, appropriate
or advisable. The Borrower further covenants that it will procure and furnish to the
Government's obligations hereunder, a letter from the Governor of the Commonwealth of Virginia
in form satisfactory to Counsel for the Government and expressing the covenant and
agreement of said Governor to effectuate insofar as it is within his power the covenant of
the Borrower as hereinabove in this Paragraph expressed.

15. Miscellaneous. 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 Commonwealth of Virginia. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, their respective assigns and the successors of the
Borrower, and shall inure to the benefit of the holders from time to time of any of the
Bonds; provided, however, that no rights of the Borrower hereunder shall be assignable
except with the prior written consent of the Government. All obligations of the Borrower
hereunder shall cease upon payment in full of all the Bonds.

16. Promotion of National Recovery. The Borrower covenants to discharge faithfully
and with all possible dispatch the duties and obligations imposed upon it by this Agreement,
it being the purpose of this Agreement to enable the Borrower to secure the benefits of the
Act, foster employment, promote the public welfare and thereby assist in the recovery
program of the President of the United States.

17. Undue Delay by the Borrower. The Government shall have the right to rescind
the allotment for the Project and annul any obligation to make a loan or a grant to the
Borrower unless the Borrower shall within a reasonable time:

• (a) Sign and return to the Government three counter-parts of this Agreement
  as provided in Paragraphs 1 and 2, PART TWO, hereof. (For the purposes of this
  sub-paragraph 17 (a) a reasonable time shall be deemed to be ten days in the
  ordinary course of events or such longer period as shall be allowed in the absolute
  discretion of The Federal Emergency Administrator of Public Works);

• (b) Comply with all the provisions of Paragraph 2, PART TWO, hereof, including
  particularly sub-paragraph (e) relating to the authorization and issuance of the
  Bonds;

• (c) File requisitions with the Government in accordance with the provisions
  of Paragraphs 3 and 5, PART TWO, hereof; and

• (d) Commence or cause to be commenced the construction of the Project.

The Federal Emergency Administrator of Public Works shall determine in his absolute
discretion what constitutes a reasonable time within the meaning of this Paragraph 17.

18. Construction of Agreement. If any provision of this Agreement shall be invalid
in whole or in part, to the extent that 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, in the opinion of Counsel for the Government, the Agreement does
not then violate the terms of the Act.

IN WITNESS WHEREOF, THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA and the
UNITED STATES OF AMERICA have respectively caused this Agreement to be duly executed as of
the day and year first above written.

THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA
By_________________________
Rector

APPROVED:

____________________

Governor of the Commonwealth of
Virginia

SEAL

ATTEST:

____________________

____________________

Section 2. Mr. 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 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 Mr. E. I. Carruthers, Secretary of the Board of Visitors of The
Rector and Visitors of the University of Virginia, 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. Mr. J. L. Newcomb, the President of the University of Virginia, and
Mr. 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 6 (e) of the Act 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 makes 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 the tuition, University and laboratory fees to be charged to
and collected from students in the Department of Engineering of the University of Virginia,
and such other fees, rents and charges for or in connection with the use, occupation, products,
and/or services of the Project or services rendered therein as may be collected
from other persons or Corporations, in respect of the first school year beginning after
the completion of the construction of the project, in an aggregate amount not exceeding
$39,445.00, but 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 expenses of the University of Virginia for the operation and
maintenance of such project, up to the end of the first school year beginning after the
completion of the construction of the project, including, without limiting the generality
of the foregoing, charges for heating, lighting, power, janitor service, water, telephone,
supplies used in connection with such maintenance, repairs and insurance, in the aggregate
amount not exceeding $6520.00 (but not including salaries of the executive staff and
teaching staff).

Section 5. 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 meeting, and thereupon,
upon motion of Mr. R. Gray Williams, seconded by Mr. Garnett, the said Resolution was
adopted by the following vote:

AYES: Messrs: C. B. Garnett, Sidney B. Hall, Mrs. M. C. B. Munford, Fred W.
Scott, W. A. Stuart, L. C. Williams and R. Gray Williams.

The meeting then adjourned.