THE RECTOR AND VISITORS OF
THE UNIVERSITY OF VIRGINIA
SERIES RESOLUTION
Authorizing and Securing
Fixed/Adjustable Rate Hospital Revenue Bonds
(Series B)
Adopted November 30, 1984
SERIES RESOLUTION
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA
Fixed/Adjustable Rate Hospital Revenue Bonds (Series B)
Adopted November 30, 1984
INDEX
|
|
Page |
| Recitals |
|
1 |
|
ARTICLE I |
|
DEFINITIONS |
| Section 101 |
Definitions |
4 |
| Section 102 |
Use of Words and Phrases |
12 |
|
ARTICLE II |
|
FORM, EXECUTION, DELIVERY, REGISTRATION, TENDER AND PAYMENT OF BONDS |
| Section 201 |
Form of Bonds |
13 |
| Section 202 |
Issuance of Bonds |
27 |
| Section 203 |
Determination of Adjustable Interest Rate |
28 |
| Section 204 |
Determination of Fixed Interest Rate |
30 |
| Section 205 |
Determination of Interest Rates Generally |
33 |
| Section 206 |
Purchase of Bonds |
33 |
| Section 207 |
Rights of Holders of Tendered Bonds |
34 |
| Section 208 |
Payment of Interest on Bonds |
34 |
| Section 209 |
Payment of Principal of Bonds |
37 |
| Section 210 |
Payment of Portion of Purchase Price Attributable to Interest |
38 |
| Section 211 |
Default of Bank Under Credit Facility |
39 |
| Section 212 |
Payment of Principal of Bank Bonds |
39 |
| Section 213 |
No Purchase of Bank Bonds |
39 |
|
|
Page |
|
ARTICLE III |
|
REMARKETING AND PURCHASE OF BONDS |
| Section 301 |
Remarketing of Tendered Bonds |
40 |
| Section 302 |
Bond Purchase Commitment; Certifications |
41 |
| Section 303 |
Disposition of Purchased Bonds |
41 |
| Section 304 |
Bonds Purchased Under Credit Facility |
42 |
| Section 305 |
No Purchases or Sales After Fixed Rate Date |
43 |
| Section 306 |
No Sales of Bonds to University |
43 |
|
ARTICLE IV |
|
EXPIRATION OF CREDIT FACILITY; SUBSTITUTE CREDIT FACILITY; MANDATORY TENDER PROVISIONS |
| Section 401 |
Expiration of Credit Facility; Substitute Credit Facility; Alternate Credit Facility |
44 |
| Section 402 |
Alternate Credit Facility |
44 |
| Section 403 |
Mandatory Tender Provisions |
45 |
|
ARTICLE V |
|
REDEMPTION OF BONDS |
| Section 501 |
Redemption of Bonds |
47 |
| Section 502 |
Notice of Redemption |
48 |
|
ARTICLE VI |
|
FUNDS AND ACCOUNTS |
| Section 601 |
Funds and Accounts |
50 |
| Section 602 |
Application of Money in Sinking Fund Account |
50 |
| Section 603 |
Application of Money in Interest Account and the Bank Interest Account |
52 |
| Section 604 |
Application of Money in Redemption Account |
52 |
|
|
Page |
| Section 605 |
Application of Money in Reserve Account; Replenishment of Reserve Account |
53 |
| Section 606 |
Investment of Money in Certain Accounts |
55 |
|
ARTICLE VII |
|
THE PAYING AGENT, THE REMARKETING AGENT AND THE INDEXING AGENT |
| Section 701 |
The Paying Agent |
56 |
| Section 702 |
Certain Rights of the Paying Agent |
57 |
| Section 703 |
The Remarketing Agent |
58 |
|
ARTICLE VIII |
|
AMENDMENTS AND SUPPLEMENTS |
| Section 801 |
Amendments without Consent of Holders |
59 |
| Section 803 |
Amendments of Resolutions Prior to Delivery of Bonds |
60 |
|
ARTICLE IX |
|
MISCELLANEOUS |
| Section 901 |
Adoption of Necessary and Appropriate Documents |
61 |
| Section 902 |
Bond Delivery |
61 |
| Section 903 |
Governing Law |
61 |
| Section 904 |
Headings |
61 |
| Section 905 |
Repeal of Inconsistent Provisions |
62 |
| Section 906 |
Filings |
62 |
A SERIES RESOLUTION AUTHORIZING THE ISSUANCE OF $110,000,000
OF THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA
FIXED/ADJUSTABLE RATE HOSPITAL REVENUE BONDS (SERIES B) TO PAY THE
COST OF CONSTRUCTING AND EQUIPPING A REPLACEMENT HOSPITAL FOR THE
EXISTING UNIVERSITY OF VIRGINIA HOSPITAL, EXPANDING AND IMPROVING
THE EXISTING HEATING/CHILLER PLANT, CONSTRUCTING ADDITIONAL
PARKING FACILITIES, RENOVATING MAJOR PORTIONS OF THE EXISTING
HOSPITAL FACILITIES, AND ACQUIRING ADDITIONAL EQUIPMENT; PROVIDING
FOR ADJUSTMENTS IN THE INTEREST RATES ON SUCH BONDS; PROVIDING FOR
CONVERSION TO A FIXED INTEREST RATE; DETERMINING THE CONDITIONS
UNDER WHICH SUCH BONDS MAY BE TENDERED FOR PURCHASE BY THE HOLDERS
THEREOF; CREATING CERTAIN FUNDS AND ACCOUNTS; AND APPOINTING THE
PAYING AGENT AND THE REMARKETING AGENT.
- WHEREAS, by Article 2, Chapter 9, Title 23, Code of Virginia,
1950, as amended, there is created a corporation under the name
and style of The Rector and Visitors of the University of Virginia
(hereinafter sometimes called the "University") to be governed by
a Board of Visitors (hereinafter sometimes called the "Board"),
which is vested with the supervision, management and control of
the University of Virginia; and
- WHEREAS, by Chapter 3, Title 23, Code of Virginia, 1950, as
amended (hereinafter sometimes called the "Act"), the University
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 University, with the
consent and approval of the General Assembly and the Governor of
the Commonwealth 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 the University, 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,
land 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 University for any of such purposes, such bonds to be
issued and sold through the Treasury Board of the Commonwealth
of Virginia (hereinafter sometimes called the "Treasury
Board") and to be payable only from any one or more of
the revenue souces 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 for or in connection with the use, occupation or
services of any existing facilities at the University,
and
- (ii) fees, rents and charges for or in connection
with the use, occupation or services of any existing
facilities at the University,
- and to pledge the same to payment of the principal of and the
interest on such bonds; and
- WHEREAS, on October 5, 1984 the Board adopted a resolution
providing for the issuance of hospital revenue bonds pursuant to
the Act; and
- WHEREAS, the Board has heretofore determined to construct and
equip a new replacement hospital for the existing University of
Virginia Hospital, expand and improve the existing heating/chiller
plant, renovate major portions of the existing hospital facilities,
construct additional parking facilities, expand and improve other
portions of the existing hospital facilities, and acquire additional
equipment (collectively, the "Project"); and
- WHEREAS, the Board has determined that the Project is a
permissible financing under the Act; and
- WHEREAS, for the purpose of providing funds, with other
available funds, to finance the cost of the Project, the Board
has, pursuant to a resolution adopted on October 5, 1984, determined
to issue hospital revenue bonds of the University in an
aggregate principal amount not to exceed One Hundred Fifty Million
Dollars ($150,000,000), said Bonds to mature not later than 40
years from their date and to bear interest at a rate not exceeding
15% per annum (except in the case of Bank Bonds as hereinafter
described); and
- WHEREAS, the Board, pursuant to its resolution adopted on
October 5, 1984, has delegated to the Executive Committee of the
Board the power to take all action necessary, including the adoption
of any resolution, to accomplish the financing of the Project;
and
- WHEREAS, pursuant to such authorization of the Board, the
Executive Committee of the Board adopted, on November 30, 1984, a
Master Resolution (the "Master Resolution") providing for, among
other things, the issuance of hospital revenue bonds of the
University in one or more series for the purpose of financing the
Project and any Additional Facilities (as defined in the Master
Resolution); and
- WHEREAS, the Executive Committee has determined to adopt a
Series Resolution for the purpose of providing for the issuance of
hospital revenue bonds of the University to finance, in part, the
cost of the Project; now, therefore,
- BE IT RESOLVED by the Executive Committee of the Board,
acting on behalf of, and at the direction of, the Board:
