University of Virginia Library

The Board of Visitors of the University of Virginia met for a called meeting in the Appropriations
Committee Room of the House of Delegates of the Virginia General Assembly on the fourth floor
of the State Capitol in Richmond, Virginia, at 2:00 p.m. on 24 June 1965 with the following present
Rector Charles R. Fenwick, and Visitors Blanton, Camp, Faulconer, Lantor, Lewis, Montague, Walker
and Wilkerson. Absent: Visitors Cross, Hobbs, Johnson, Kendig, Kuykendall, Parrish, Rogers, and
Williams. Comptroller Vincent Shea and Bursar Edgar E. Woodward of Mary Washington College were
present for the entire meeting.

The minutes of the meeting of 4 June 1965 were approved as corrected.

GIFT OF UNDIVIDED INTEREST IN REAL ESTATE IN LOUISVILLE, KENTUCKY

The Rector reported to the Board that Andrew W. Duncan, an alumnus of the Class of 1935, and
a resident of Louisville, Kentucky, desires to make a gift to the University of an undivided one-eighth
(1/8) interest in a valuable parcel of real estate in Louisville, being a two-story brick
office building on the west side of Fifth Street between Liberty and Jefferson Streets. A copy
of the proposed deed of gift has been submitted to and approved by the University's Special Counsel.

Mr. Duncan, who owns an undivided one-half (1/2) interest in the property proposes to give
to Alpha Foundation, a private family foundation, one-half of his one-half or one-fourth of the
whole, to the University of Virginia one-fourth of his one-half or one-eighth of the whole, and
to the University of North Carolina his remaining one-eighth of the whole.

Mr. Duncan does not wish to attach any formal restrictions to this gift but has requested
that the University bear in mind his interest in children's work and refrain from committing the
gift until he has had an opportunity to explore the most useful purpose thereof with appropriate
persons at the University. He further requests that the gift be anonymous.

The Rector stated the University's Special Counsel had advised that the University could
accept a gift of an interest in real estate located in a State other than Virginia but that,
because the University is an arm or branch of the State of Virginia, it could not retain such
interest indefinitely, but must dispose of it within a reasonable time.

Fortunately, the Rector said, Mr. Duncan had advised that one of the Louisville banks was
desirous of purchasing the property at the gross price of $275,000,00 and there would be no
difficulty, therefore, in disposing of the University's interest.

After full discussion and careful consideration, upon motion, duly seconded, the following
resolutions were adopted:

RESOLVED, that The Rector and Visitors of the University of Virginia accepts with gratitude,
the generous gift of Andrew W. Duncan, an alumnus of the University of Virginia of the Class of
1935, of conveyance of an undivided one-eighth (1/8) interest in that certain parcel of real
estate situated in Jefferson County, Kentucky, on the west side of Fifth Street, in the City of
Louisville, between Liberty and Jefferson Streets, such gift to be unrestricted but with the
understanding that it will remain uncommitted until the donor has opportunity to make suggestions
for the consideration of this Board as to its purpose and use,

RESOLVED, Further, that the President or Comptroller of The Rector and Visitors of the
University of Virginia, be, and either of them hereby is, authorized and empowered to enter into
a contract for the sale of such undivided one-eighth interest in said real estate at a gross
sales price for the entire property of not less than $275,000,00, and that the Secretary or
Assistant Secretary be, and either of them hereby is, authorized and empowered to affix the
corporate seal of the University of Virginia to such contract and attest the same,

RESOLVED, Further, that the President or Comptroller be, and either of them hereby is,
authorized and empowered to execute in the name and on behalf of The Rector and Visitors of the
University of Virginia, a deed conveying its interest in said property to such contract purchaser,
such deed to be with Special Warranty of title, and that the Secretary or Assistant Secretary be,
and either of them hereby is, authorized, and empowered to affix the corporate seal of the University
of Virginia to such deed and attest the same,

RESOLVED, Further, that the proper officers of The Rector and Visitors of the University of
Virginia be, and they hereby are, authorized and empowered to execute all other necessary documents
and to perform all other acts necessary and proper to complete the sale of its interest in
said real property.

NEW SITE FOR PATRICK HENRY COLLEGE

The Rector reported that he had been informed by the State Director of the Budget that special
action might be taken by the Governor to release planning money for the preparation of a site plan
in advance of acquiring title to the land for the new site for Patrick Henry College at Martinsville,
on which an option is now held. The regular rule is that planning money will not be
released by the Governor unless full title to the land has been acquired. If this special action
were approved, the building to be constructed would be expedited by at least one year.

The following resolution was adopted:

RESOLVED by the Board of Visitors of The Rector and Visitors of the University of Virginia
that the President be and he is hereby authorized to inform the Governor that the Board is
desirous of obtaining planning money for the preparation of a site plan for Patrick Henry College
at Martinsville in advance of acquiring the land for the new site on which an option is now held.

RESOLUTION AUTHORIZING STUDENT APARTMENT AND DORMITORY REVENUE BONDS

Mr. Faulconer made a motion, seconded by Mr. Camp, that the following resolution be adopted:

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

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

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

• (a) to build, construct, reconstruct, erect, extend, better, equip and
  improve any building, facility, addition, extension or improvement of a capital
  nature required by or convenient for the purpose of an educational institution,
  including, without limitation, administration, teaching, lecture and exhibition
  halls, libraries, dormitories, student apartments, faculty dwellings, dining
  

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  110

  
  
  halls, cafeterias, snack bars, laundries, hospitals, laboratories,
  research centers, infirmaries, field houses, gymnasiums, auditoriums,
  student unions, recreation centers, stadiums, athletic facilities,
  garages, parking facilities, warehouses and storage buildings, book
  and student supplies centers and all buildings, lands and any other
  appurtenances and equipment necessary or desirable in connection
  therewith or incidental thereto.

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

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

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

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

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

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

WHEREAS, the Board presently maintains and operates at the Institution among others four
dormitories known as Peters House, Holmes House, Rogers House, and Tucker House (said named
dormitories being hereinafter sometimes collectively called the "Existing Dormitories"); and

WHEREAS, in order to alleviate the shortage of student housing facilities at the Institution,
the Board has heretofore determined to construct fourteen apartment buildings to house married
students and four new dormitories and to reconstruct eight existing dormitories known as Harrison
House, Gildersleeve House, McGuffey House, Venable House, Smith House, Long House, Davis House,
and Mallet House (said fourteen apartment buildings, four new dormitories and eight existing
dormitories being hereinafter sometimes collectively called the "Project"); and

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

WHEREAS, for the purpose of paying the cost of the Project, the Board has determined to issue
student apartment and dormitory buildings revenue bonds of the Institution, payable solely from and
secured by a pledge of the revenues to be derived from the Project and from the Existing Dormitories
as hereinafter provided, in the aggregate principal amount of Four Million One Hundred Thousand
Dollars ($4,100,000), the proceeds of such amount of bonds being estimated to be sufficient to pay
the cost of the Project; now, therefore,

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

ARTICLE I.

Definitions.

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

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

ARTICLE II.

Authorization, Form, Execution and Delivery of Bonds

Section 201. For the purpose of paying the cost of the Project, there shall be issued
student apartment and dormitory buildings revenue bonds of the Institution in the aggregate
principal amount of Four Million One Hundred Thousand Dollars ($4,100,000). The bonds shall
be designated "The Rector and Visitors of the University of Virginia Student Apartment and
Dormitory Buildings Revenue Bonds (Series 1965)," shall consist of 820 bonds of the denomination
of $5,000 each, numbered 1 to 820, inclusive, shall be dated as of the 1st day of May, 1965,
shall be stated to mature (without right of prior redemption), in numerical order, lowest
numbers first, on the 1st day of May in the following years and in the following amounts,
respectively:

                                                 

Year of Maturity	Principal Amount
1967	$135,000
1968	115,000
1969	120,000
1970	125,000
1971	130,000
1972	135,000
1973	135,000
1974	140,000
1975	145,000
1976	150,000
1977	155,000
1978	160,000
1979	$170,000
1980	175,000
1981	180,000
1982	185,000
1983	195,000
1984	200,000
1985	205,000
1986	215,000
1987	220,000
1988	230,000
1989	235,000
1990	245,000

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

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

(Form of Bonds)

 

No.

$5,000

United States of America
State of Virginia

THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA

STUDENT APARTMENT AND DORMITORY BUILDINGS
REVENUE BOND (SERIES 1965)

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

FIVE THOUSAND DOLLARS

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

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

This bond is one of a duly authorized issue of $4,100,000 student apartment and dormitory
buildings revenue bonds (hereinafter called the "bonds"), known as "The Rector and Visitors
of the University of Virginia Student Apartment and Dormitory Buildings Revenue Bonds.

(Series 1965)," consisting of bonds maturing in annual instalments on the 1st day of May,
in the years 1967 to 1990, inclusive, and issued for the purpose of paying the cost of constructing
fourteen apartment buildings to house married students and four new dormitories and to
reconstruct eight existing dormitories at the University of Virginia, Charlottesville, Virginia
(said fourteen apartment buildings, four new dormitories and eight existing dormitories being
herein collectively called the "Project"). The proceeds of the bonds are estimated to be
sufficient to pay the cost of the Project.

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

This bond is issued and the Resolution was adopted under and pursuant to the Constitution
and laws of the State of Virginia, particularly Chapter 3, Title 23, Code of Virginia, 1950,
as amended. The Resolution provides for the fixing, revising, charging and collecting by the
Board of fees, rents and charges for or in connection with the use, occupation or services of
the Housing System, defined in the Resolution to include the Project and four additional existing
dormitories at the University of Virginia, in order that such fees, rents and charges will be
sufficient to provide funds to pay the cost of maintaining, repairing, and operating the Housing
System and to pay the principal of and the interest on the bonds as the same shall become due and
payable. The Resolution also provides for the deposit of a sufficient amount of such fees, rents
and charges over and above such cost of maintenance, repair and operation, to the credit of a
special fund designated "The Rector and Visitors of the University of Virginia Student Apartment
and Dormitory Buildings Revenue Bonds (Series 1965) Interest and Sinking Fund," to pay the
principal of and the interest on the bonds as the same shall become due and payable, and said
special fund is pledged to and charged with the payment of such principal and interest.

As declared by said Chapter 3, this bond shall be fully negotiable within the meaning and
for all the purposes of Chapter 10, Title 6, Code of Virginia, 1950, as amended.

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

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

Comptroller of the University of
Virginia.

Rector of the University of
Virginia.

(Form of Coupons)

 

No   .

$      .

On      .       1, 19  ,

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

Rector of the University of
Virginia.

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

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

ARTICLE III.

Custody and Application of Proceeds of Bonds.

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

Section 302. Payment of the cost of the Project shall be made from the Construction Fund
as provided by law.

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

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

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

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

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

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

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

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

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

ARTICLE IV.

Revenues and Funds.

Section 401. The Board covenants that it will at all times fix, charge and collect fees,
rents and charges for or in connection with the use, occupation or services of the Housing
System, and that from time to time and as often as it shall appear to be necessary it will
revise such fees, rents and charges in order that such fees, rents and charges will at all
times be sufficient to provide for the payment of the Current Expenses and to provide for
making deposits to the credit of the Sinking Fund in each fiscal year under the provisions of
Section 404 of this Article of an amount equal to one hundred ten per centum (110%) of the
interest which will become due and payable on November 1 of such fiscal year and of the principal
and interest which will become due and payable on May 1 of such fiscal year.

Section 402. Notwithstanding any other facilities which may now or hereafter be available
for the housing of students at the Institution and subject to the parietal rules now in effect
at the Institution as set forth in Section 402 of the resolution, adopted by the Board on
June 1, 1962, authorizing the issuance of $3,000,000 The Rector and Visitors of the University
of Virginia Dormitory Revenue Bonds (Series 1962) and in Section 402 of the resolution, adopted
by the Board on September 29, 1962, authorizing the issuance of $1,200,00 The Rector and
Visitors of the University of Virginia Student Apartment Buildings Revenue Bonds (Series 1962),
the Board covenants that it will require a sufficient number of students at the Institution
to use and occupy the Housing System and will adopt and enforce such parietal rules and other
regulations as will assure that the Housing System will be fully utilized at all times during
the regular school session at the Institution and will be utilized to the fullest extent practicable
at all times during any summer school session at the Institution. The Board further
covenants that there shall be no free occupancy or use of the Housing System, with the exception
of a reasonable number of resident proctors and student advisors.

Section 403. A special fund is hereby created in the State Treasury and designated "The
Rector and Visitors of the University of Virginia Student Apartment and Dormitory Buildings
Revenue Bonds (Series 1965) Revenue Fund" (hereinafter sometimes called the "Revenue Fund").

The Board covenants that all fees, rents, charges and other revenues derived from the operation
or ownership of the Housing System will be collected by the Board and deposited to the credit of
the Revenue Fund. Payment of Current Expenses shall be made from the Revenue Fund as provided
by law.

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

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

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

Section 407. All bonds and interest coupons shall be cancelled upon their payment. Such
bonds and coupons shall be cremated by the State Treasurer.

ARTICLE V.

Investment of Funds.

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

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

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

ARTICLE VI.

Particular Covenants.

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

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

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

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

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

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

Section 606. The Board covenants that if at any time the moneys held for the credit of
the Sinking Fund shall be insufficient for the purpose of paying the interest on and the
principal of the bonds as such interest and principal becomes due and payable, the Board will
deposit to the credit of the Sinking Fund an amount sufficient, together with the amount then
held for the credit of the Sinking Fund, to pay such interest and principal from any moneys
available for the use of the Institution and which are not required by law or by previous
binding contract to be devoted to some other purpose.

Section 607. Notwithstanding any other provision of this resolution, nothing herein shall
be construed to prevent the Board from paying all or any part of the Current Expenses from any
funds available to the Board for such purpose.

Section 608. The Board covenants that from and after the time when the contractors or
any of them engaged in constructing the Project or any part thereof shall cease to be responsible,
pursuant to the provisions of the respective contracts for the construction of the
Project or such part, for loss or damage to the Project or such part occurring from fire or
lightening, it will insure and at all times keep the Project or such part insured and will now
and at all times keep the Existing Dormitories insured with a responsible insurance company or
companies, qualified to assume the risk thereof, against physical loss or damage caused by fire
or lightening, with such exceptions as are ordinarily required by insurers of structures or
facilities of similar type, in an amount not less than eighty per centum (80%) of the replacement
value of the Project or such part and the Existing Dormitories, less depreciation,
provided, however, that such amount of insurance shall at all times be sufficient to comply
with any legal or contractual requirement which, if breached, would result in assumption by the
Board of a portion of any loss or damage as a co-insurer, and such insurance may provide for
the deduction from each claim for loss or damage (except in case of a total loss) of not more
than two per centum (2%) of the total amount of insurance required by the application of the
co-insurance clause, and provided, further, that if at any time the Board shall be unable to
obtain such insurance to the extent above required, either as to amount of such insurance or
as to the risks covered thereby or the deductible provision thereof, it will not constitute an
event of default under the provisions of this resolution if the Board shall carry such insurance
to the extent reasonably obtainable.

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

Section 609. The Board covenants that it will at all times carry in a responsible insurance
company or companies qualified to assume the risks thereof property damage insurance in such
amount and covering such risks as the Board shall deem to be reasonable and desirable.

Section 610. The Board covenants that no contract or contracts will be entered into or
any action taken by which the rights of the bondholders might be impaired or diminished.

Section 611. The Board covenants that it will keep an accurate record of the total
cost of the Project, and of all expenditures relating to the Housing System and of the Revenues
thereof collected, and of the application of such Revenues. Such records shall be open at all
reasonable times to the inspection of all interested persons.

The Board further covenants that, if so requested in writing by any bondholder within the
month of July after the close of any fiscal year, it will cause the Comptroller of the Institution
to make a report from the books and accounts relating to the Housing System for the
preceding fiscal year. Within the next two months copies of such report shall be filed with
the Secretary to the Board and the State Treasurer and shall be mailed by the Comptroller to all
bondholders who shall have filed their names and addresses with the Comptroller for such purpose
Each such report shall set forth in respect of the preceding fiscal year an income and expense
account for the Housing System, the percentage of use of the Housing System, the details of all
bonds paid, the amount on deposit at the end of such fiscal year to the credit of each Fund
created under the provisions of this resolution and the details of any investment thereof, a
schedule of all insurance policies which are then in effect, stating with respect to each policy
the name of the insurer, the amount, number and expiration date, and the hazards and risks
covered thereby, and also the findings of the Comptroller as to whether the moneys received by
the Board under the provisions of this resolution during such fiscal year have been applied in
accordance with the provisions of this resolution and whether the Board is in default of any of
the covenants contained in Sections 401 and 402 of this resolution.

Section 612. The Board covenants that it will not sell or otherwise dispose of or encumber
the Housing System or any part thereof and will not create or permit to be created any charge or
lien on the Revenues therefrom ranking equally with or prior to the charge or lien of the bonds
secured hereby on such Revenues. The Board may, however, sell or dispose or permit the sale
or disposal by the Institution of any furniture, fixtures, apparatus, tools, instruments or other
movable property acquired for or in connection with the Housing System or any materials used in
connection therewith, if the Board shall determine by resolution that such articles are no longer
needed or are no longer useful in connection with the construction of the Project or the operation
and maintenance of the Housing System. The proceeds of any sale made under the authority of this
Section shall be deposited to the credit of the Sinking Fund.

ARTICLE VII

Remedies.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VIII

Miscellaneous Provisions

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

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

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

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

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

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

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

RESOLUTION AWARDING STUDENT APARTMENT AND DORMITORY REVENUE BONDS

Mr. Montague made a motion, seconded by Mr. Blanton, that the following resolution be adopted:

WHEREAS, the Rector and Visitors of the University of Virginia (hereinafter sometimes called
the "Board") has this day duly adopted a resolution authorizing the issuance of $4,100,000 The
Rector and Visitors of the University of Virginia Student Apartment and Dormitory Buildings Revenue
Bonds (Series 1965), and

WHEREAS, the Board deems it advisable to sell said bonds at this time and has received a
proposal in the form hereto attached from Investment Corporation of Norfolk, J. C. Wheat & Company,
Edward G. Webb & Co., Inc., F. W. Craigie & Co., Anderson & Strudwick, and Strader & Company, Inc.
(hereinafter collectively called the "underwriters") for the purchase of said bonds at the price
of $4,105,207 plus accrued interest and bearing interest at the rates set forth in said proposal, and

WHEREAS, the Board has determined that it is for the best interests of The Rector and Visitors
of the University of Virginia to accept the proposal of and to sell the bonds to the underwriters
in the amount and for the price and interest rates set forth in said proposal, now, therefore,

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

Section 1. The proposal of the underwriters is hereby accepted and said $4,100,000 The Rector
and Visitors of the University of Virginia Student Apartment and Dormitory Buildings Revenue Bonds
(Series 1965) are hereby awarded to the underwriters in the amount and for the price and interest

rates set forth in said proposal. This award is subject to the consent and approval of the Governor
of the State of Virginia and the Treasury Board of the State of Virginia.

Section 2. There shall be printed on the reverse of each of said $4,100,000 The Rector and
Visitors of the University of Virginia Student Apartment and Dormitory Buildings Revenue Bonds
(Series 1965) the legal opinion of Mitchell, Pershing, Shetterly & Mitchell, Bond Counsel to The
Rector and Visitors of the University of Virginia, with respect to the validity of said bonds, and
there shall be printed on the reverse of each of said bonds immediately following such legal opinion
a certificate signed with the facsimile signature of the Rector of the University of Virginia substantially
as follows:

Section 3. All steps necessary to carry this resolution into effect shall be taken by the
proper officers of the Rector and Visitors of the University of Virginia and of The Rector and Visitors
of the University of Virginia.

Section 4. The Secretary of the Board is hereby authorized and directed to file a certified
copy of this resolution with the Governor of the State of Virginia and the Treasury Board of the
State of Virginia.

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

RESOLUTION AUTHORIZING LIBRARY BUILDING FEE BONDS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE I

Definitions

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

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

ARTICLE II

Authorization, Form, Execution and Delivery of Bonds

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

                                   

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

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

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

(Form of Bonds)

 

No

$5,000

United States of America
State of Virginia

THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA

LIBRARY BUILDING FEE BOND (SERIES 1965)

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

FIVE THOUSAND DOLLARS

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

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

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

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

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

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

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

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

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

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

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

(Form of Coupons)

 

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

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

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

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

Rector of the University of Virginia

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

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

ARTICLE III.

Custody and Application of Proceeds of Bonds.

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IV

Revenues and Funds

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

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

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

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

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

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

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

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

ARTICLE V

Investment of Funds

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

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

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

ARTICLE VI

Particular Covenants

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VII

Remedies

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VIII

Miscellaneous Provisions

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

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

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

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

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

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

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

RESOLUTION AWARDING LIBRARY BUILDING FEE BONDS

Mr. Walker made a motion, seconded by Mr. Wilkerson, that the following resolution be adopted:

WHEREAS, the Rector and Visitors of the University of Virginia (hereinafter sometimes called
the "Board") has this day duly adopted a resolution authorizing the issuance of $650,000 The Rector
and Visitors of the University of Virginia Library Building Fee Bonds (Series 1965), and

WHEREAS, the Board deems it advisable to sell said bonds at this time and has received a
proposal in the form hereto attached from Investment Corporation of Norfolk, J. C. Wheat and Company,
Edward G. Webb & Co., Inc., F. W. Craigie & Co., Anderson & Strudwick and Strader & Company, Inc.
(hereinafter collectively called the "underwriters") for the purchase of said bonds at the price
of $651,605,50 plus accrued interest and bearing interest at the rates set forth in said proposal,
and

WHEREAS, the Board has determined that it is for the best interests of The Rector and Visitors
of the University of Virginia to accept the proposal of and to sell the bonds to the underwriters
in the amount and for the price and interest rates set forth in said proposal, now, therefore,

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

Section 1. The proposal of the underwriters is hereby accepted and said $650,000 The Rector
and Visitors of the University of Virginia Library Building Fee Bonds (Series 1965) are hereby
awarded to the underwriters in the amount and for the price and interest rates set forth in said
proposal. This award is subject to the consent and approval of the Governor of the State of
Virginia and the Treasury Board of the State of Virginia.

Section 2. There shall be printed on the reverse of each of said $650,000 The Rector and
Visitors of the University of Virginia Library Building Fee Bonds (Series 1965) the legal opinion
of Mitchell, Pershing, Shetterly & Mitchell, Bond Counsel to The Rector and Visitors of the University
of Virginia, with respect to the validity of said bonds, and there shall be printed on the
reverse of each of said bonds immediately following such legal opinion a certificate signed with
the facsimile signature of the Rector of the University of Virginia substantially as follows:

Section 3. All steps necessary to carry this resolution into effect shall be taken by the
proper officers of the Rector and Visitors of the University of Virginia and of The Rector and
Visitors of the University of Virginia.

Section 4. The Secretary of the Board is hereby authorized and directed to file a
certified copy of this resolution with the Governor of the State of Virginia and the Treasury
Board of the State of Virginia.

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

MARY WISHINGTON COLLEGE MATTERS

RESOLUTION AUTHORIZING DORMITORY REVENUE BONDS

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

WHEREAS, by Article 4, Chapter 9, Title 23, Code of Virginia, 1950, as amended, the Rector
and Visitors of the University of Virginia (hereinafter sometimes called the "Board"), is vested
with the supervision, management and control of Mary Washington College of the University of
Virginia at Fredericksburg, Virginia, and

WHEREAS, by Chapter 3, Title 23, Code of Virginia, 1950, as amended (hereinafter sometimes
called the "Act"), Mary Washington College of the University of Virginia at Fredericksburg,
Virginia (hereinafter sometimes called the "Institution"), is classified as an educational institution,
is declared to be a public body and is constituted a governmental instrumentality for
the dissemination of education, and

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

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

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

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

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

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

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

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

WHEREAS, in order to alleviate the shortage of housing facilities at the Institution, the
Board has heretofore determined to construct and equip two new dormitories (said two new dormitories
being hereinafter sometimes collectively called the "Project"); and

WHEREAS, by Chapter 640 of the Acts of Virginia of 1962 and Chapter 658 of the Acts of
Virginia of 1964, there has been appropriated and reappropriated by the General Assembly Two
Hundred Ninety-five Thousand Dollars ($295,000) to pay a part of the cost of the Project, and

WHEREAS, the Board has proceeded with all practicable dispatch with the construction and
equipment of the Project from the appropriated and reappropriated funds, and

WHEREAS, the Board has estimated that one of the two new dormitories will be completed
and placed in operation by September, 1965, and the other will be completed and placed in
operation by February, 1967, and

WHEREAS, for the purpose of paying the remaining part of the cost of the Project, the
Board has determined to issue dormitory revenue bonds of the Institution in the aggregate
principal amount of One Million Three Hundred Thirty-five Thousand Dollars ($1,335,000), the
proceeds of such amount of bonds, together with the appropriation and reappropriation referred
to above, being required and being estimated to be sufficient to pay the cost of the Project,
now, therefore,

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

ARTICLE I

Definitions

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

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

ARTICLE II.

Authorization, Form, Execution and Delivery of Bonds

Section 201. For the purpose of paying the remaining part of the cost of the Project, there
shall be issued dormitory revenue bonds of the Institution in the aggregate principal amount of
One Million Three Hundred Thirty-five Thousand Dollars ($1,335,000). The bonds shall be designated
"Mary Washington College of the University of Virginia Dormitory Revenue Bonds (Series 1965)",
shall consist of 267 bonds of the denomination of $5,000 each, numbered 1 to 267, inclusive, shall
be dated as of the 1st day of May, 1965, shall be stated to mature (without right of prior redemption),
in numerical order, lowest numbers first, on the 1st day of May in the following years and in the
following amounts, respectively:

                                         

Year of Maturity	Principal Amount
1966	$ 5,000
1967	45,000
1968	55,000
1969	55,000
1970	60,000
1971	60,000
1972	65,000
1973	65,000
1974	70,000
1975	70,000
1976	$ 75,000
1977	75,000
1978	80,000
1979	80,000
1980	85,000
1981	85,000
1982	90,000
1983	95,000
1984	95,000
1985	25,000

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

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

(Form of Bonds)

 

No.

$ 5,000

United States of America
State of Virginia

MARY WASHINGTON COLLEGE OF THE UNIVERSITY OF VIRGINIA
DORMITORY REVENUE BOND (SERIES 1965)

Mary Washington College of the University of Virginia, the educational institution at Fredericksburg,
Virginia, for value received, hereby promises to pay, solely from the special fund
provided therefor as hereinafter set forth, to the bearer on the 1st day of May, 19  , upon
the presentation and surrender hereof, the principal sum of

FIVE THOUSAND DOLLARS

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

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

This bond is one of a duly authorized issue of $1,335,000 dormitory revenue bonds (hereinafter
called the "bonds"), known as "Mary Washington College of the University of Virginia
Dormitory Revenue Bonds (Series 1965)", consisting of bonds maturing in annual instalments on the
1st day of May in the years 1966 to 1985, inclusive, and issued for the purpose of paying a part
of the cost of constructing and equipping two new dormitories at Mary Washington College of the
University of Virginia, Fredericksburg, Virginia (said two new dormitories being herein collectively
called the "Project"). The proceeds of the bonds, together with an appropriation and reappropriation
of $295,000 by the General Assembly of the State of Virginia, are estimated to be
sufficient to pay the cost of the Project.

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

This bond is issued and the Resolution was adopted under and pursuant to the Constitution and
laws of the State of Virginia, particularly Chapter 3, Title 23, Code of Virginia, 1950, as
amended. The Resolution provides for the fixing, revising, charging and collecting by the Board
of fees, rents and charges for or in connection with the use, occupation or services of the
Project and a student building fee in order that such fees, rents and charges and such student
building fee will be sufficient to provide funds to pay the cost of maintaining, repairing and
operating the Project and to pay the principal of and the interest on the bonds as the same shall
become due and payable. The Resolution also provides for the deposit of a sufficient amount of
such fees, rents and charges and such student building fee, over and above such cost of maintenance,
repair and operation, to the credit of a special fund designated "Mary Washington College
of the University of Virginia Dormitory Revenue Bonds (Series 1965) Interest and Sinking Fund",
to pay the principal of and the interest on the bonds as the same shall become due and payable,
and said special fund is pledged to and charged with the payment of such principal and interest.

As declared by said Chapter 3, this bond shall be fully negotiable within the meaning and
for all the purposes of Chapter 10, Title 6, Code of Virginia, 1950, as amended.

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

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

.................................
Bursar of Mary Washington College

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

(Form of Coupons)

 

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

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

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

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

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

Section 203. The proceeds (including accrued interest) of the bonds shall be paid into the
State Treasury and deposited to the credit of the special fund hereinafter created and designated
"Mary Washington College of the University of Virginia Dormitory Revenue Bonds (Series 1965) Construction
Fund" (hereinafter sometimes called the "Construction Fund").

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

ARTICLE III.

Custody and Application of Proceeds of Bonds.

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IV.

Revenues and Funds.

Section 401. The Board covenants that it will at all times fix, charge and collect fees,
rents and charges for or in connection with the use, occupation or services of the Project and
a student building fee and that from time to time and as often as it shall appear to be necessary
it will revise such fees, rents and charges and such student building fee in order that such
fees, rents and charges and such student building fee will at all times be sufficient to provide
for the payment of the Current Expenses and to provide for making deposits to the credit of the
Sinking Fund in each fiscal year under the provisions of Section 404 of this Article of an amount
equal to one hundred ten per centum (110%) of the interest which will become due and payable on
November 1 of such fiscal year and of the principal and interest which will become due and payable
on May 1 of such fiscal year.

Section 402. The Board covenants that, notwithstanding any other facilities which may now or
hereafter be available for the housing of students at the Institution and subject to the parietal
rules now in effect at the Institution as set forth in Section 402 of the resolution, adopted by
the Board on April 8, 1961, authorizing the issuance of $500,000 Mary Washington College of the
University of Virginia Dormitory Revenue Bonds (Series 1961), it will require a sufficient number
of students at the Institution to use and occupy the Project and will adopt and enforce such
parietal rules and other regulations as will assure that the Project will be fully utilized at
all times during the regular school session at the Institution and will be utilized to the
fullest extent practicable at all times during any summer school session at the Institution
The Board further covenants that there shall be no free student occupancy of the Project.

Section 403. A special fund is hereby created in the State Treasury and designated "Mary
Washington College of the University of Virginia Dormitory Revenue Bonds (Series 1965) Revenue
Fund" (hereinafter sometimes called the "Revenue Fund"). The Board covenants that all fees,
rents and charges and other revenues derived from the operation or ownership of the Project and
the student building fee will be collected by the Board and deposited to the credit of the Revenue
Fund. Payment of Current Expenses shall be made from the Revenue Fund as provided by law.

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

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

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

Section 407. All bonds and interest coupons shall be cancelled upon their payment. Such
bonds and coupons shall be cremated by the State Treasurer.

ARTICLE V.

Investment of Funds.

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

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

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

ARTICLE VI.

Particular Covenants.

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

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

The Board further covenants that it will require each person, firm or corporation with whom
it may contract for labor or materials in connection with construction of the Project to furnish
a performance bond in the full amount of any contract exceeding Five Thousand Dollars ($5,000) in
amount, and to carry such public liability, property damage and builders' risk insurance, if any,
as may be recommended by the Bursar of the Institution. The Board further covenants that in the

event of any default under any such contract and the failure of the surety to complete the contract,
the proceeds of such performance bond will forthwith, upon receipt of such proceeds, be deposited to
the credit of the Construction Fund and will be applied toward the completion of the contract in
connection with which such performance bond shall have been furnished.

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

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

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

Section 606. The Board covenants that if at any time the moneys held for the credit of the
Sinking Fund shall be insufficient for the purpose of paying the interest on and the principal of
the bonds as such interest and principal becomes due and payable, the Board will deposit to the
credit of the Sinking Fund an amount sufficient, together with the amount then held for the credit of
the Sinking Fund, to pay such interest and principal from any moneys available for the use of the
Institution and which are not required by law or by previous binding contract to be devoted to some
other purpose.

Section 607. Notwithstanding any other provision of this resolution, nothing herein shall be
construed to prevent the Board from paying all or any part of the Current Expenses from any funds
available to the Board for such purpose.

Section 608. The Board covenants that from and after the time when the contractors or any
of them engaged in constructing the Project or any part thereof shall cease to be responsible,
pursuant to the provisions of the respective contracts for the construction of the Project or such
part for loss or damage to the Project or such part, occurring from fire or lightening, it will insure and at all times keep the Project or such
part insured with a responsible insurance company or companies, qualified to assume the risk thereof,
against physical loss or damage caused by fire or lightening, with such exceptions as are ordinarily
required by insurers of structures or facilities of similar type, in an amount not less than eighty
per centum (80%) of the replacement value of the Projector such part, less depreciation, provided,
however, that such amount of insurance shall at all times be sufficient to comply with any legal
or contractual requirement which, if breached, would result in assumption by the Board of a portion
of any loss or damage as a co-insurer, and such insurance may provide for the deduction from each
claim for loss or damage (except in case of a total loss) of not more than two per centum (2%) of
the total amount of insurance required by the application of the co-insurance clause, and provided,
further, that if at any time the Board shall be unable to obtain such insurance to the extent above
required, either as to amount of such insurance or as to the risks covered thereby or the deductible
provision thereof, it will not constitute an event of default under the provisions of this
resolution if the Board shall carry such insurance to the extent reasonably obtainable.

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

Section 609. The Board covenants that it will at all times carry in a responsible insurance
company or companies qualified to assume the risks thereof property damage insurance in such amount
and covering such risks as the Board shall deem to be reasonable and desirable.

Section 610. The Board covenants that no contract or contracts will be entered into or any
action taken by which the rights of the bondholders might be impaired or diminished.

Section 611. The Board covenants that it will keep an accurate record of the total cost of
the Project, of the fees and other revenues collected, and of the application thereof. Such
records shall be open at all reasonable times to the inspection of all interested persons.

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

the Bursar as to whether the moneys received by the Board under the provisions of this resolution
during such fiscal year have been applied in accordance with the provisions of this resolution and
whether the Board is in default of any of the covenants contained in Section 401 of this resolution.

Section 612. The Board covenants that it will not sell or otherwise dispose of or encumber
the Project or any part thereof and will not create or permit to be created any charge or lien on
the revenues therefrom or from the student building fee ranking equally with or prior to the
charge or lien of the bonds secured hereby on such revenues. The Board may, however, sell or
dispose or permit the sale or disposal by the Institution of any furniture, fixtures, apparatus,
tools, instruments or other movable property acquired for or in connection with the Project or any
materials used in connection therewith, if the Board shall determine by resolution that such
articles are no longer needed or are no longer useful in connection with the construction of the
Project or the operation and maintenance of the Project. The proceeds of any sale made under the
authority of this Section shall be deposited to the credit of the Sinking Fund.

ARTICLE VII

Remedies

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

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

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

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

• (c) the Board shall discontinue for more than thirty (30) days or
  unreasonably delay or fail to carry on with reasonable dispatch the construction
  of the Project, or

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

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

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

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

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

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

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

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

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

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

ARTICLE VIII

Miscellaneous Provisions

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

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

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

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

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

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

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

RESOLUTION AWARDING DORMITORY REVENUE BONDS

Mr. Blanton made a motion, seconded by Mr. Camp, that the following resolution be adopted:

WHEREAS, the Rector and Visitors of the University of Virginia (hereinafter sometimes called
the "Board") has this day duly adopted a resolution authorizing the issuance of $1,335,000 Mary
Washington College of the University of Virginia Dormitory Revenue Bonds (Series 1965), and

WHEREAS, the Board deems it advisable to sell said bonds at this time and has received a
proposal in the form hereto attached from Investment Corporation of Norfolk, J. C. Wheat & Company,
Edward G. Webb & Co., Inc., F. W. Craigie & Co., Anderson & Strudwick and Strader & Company, Inc.
(hereinafter collectively called the "underwriters") for the purchase of said bonds at the price
of $1,335,387 15 plus accrued interest and bearing interest at the rates set forth in said proposal,
and

WHEREAS, the Board has determined that it is for the best interests of Mary Washington College
of the University of Virginia to accept the proposal of and to sell the bonds to the underwriters
in the amount and for the price and interest rates set forth in said proposal, now, therefore,

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

Section 1. The proposal of the underwriters is hereby accepted and said $1,335,000 Mary
Washington College of the University of Virginia Dormitory Revenue Bonds (Series 1965) are hereby
awarded to the underwriters in the amount and for the price and interest rates set forth in said
proposal. This award is subject to the consent and approval of the Governor of the State of
Virginia and the Treasury Board of the State of Virginia.

Section 2. There shall be printed on the reverse of each of said $1,335,000 Mary Washington
College of the University of Virginia Dormitory Revenue Bonds (Series 1965) the legal opinion of
Mitchell, Pershing, Shetterly & Mitchell, Bond Counsel to Mary Washington College of the University
of Virginia, with respect to the validity of said bonds, and there shall be printed on the reverse
of each of said bonds immediately following such legal opinion a certificate signed with the
facsimile signature of the Rector of the University of Virginia substantially as follows:

Section 3. All steps necessary to carry this resolution into effect shall be taken by the
proper officers of the Rector and Visitors of the University of Virginia and of Mary Washington
College of the University of Virginia.

Section 4. The Secretary of the Board is hereby authorized and directed to file a certified
copy of this resolution with the Governor of the State of Virginia and the Treasury Board of the
State of Virginia.

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

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On motion the meeting was then adjourned at 2:45 p.m.