Board of Visitors minutes :: January 31, 2003 :: University of Virginia Library

WHEREAS, Chapter 9, Title 23 of the Code of Virginia of 1950, as amended (the "Virginia Code"), establishes a public corporation under the name and style of The Rector and Visitors of the University of Virginia (the "University") which is governed by a Board of Visitors (the "Board"); and

WHEREAS, Chapter 3, Title 23 of the Virginia Code (the "Act") classifies the University as an educational institution, declares it to be a public body and constitutes it a governmental instrumentality for the dissemination of education; and

WHEREAS, the Act empowers the University, with the consent and approval of the General Assembly of the Commonwealth of Virginia (the "Commonwealth") and the Governor of the Commonwealth 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 and to borrow money and make, issue and sell bonds of the University for any such purposes, including the refinancing of any such facilities, such bonds to be issued and sold through the Treasury Board of the Commonwealth (the "Treasury Board"); and

WHEREAS, the Act further authorizes the University to pledge to the payment of the principal of and the interest on such bonds any monies available for the use of the University including, but not limited to, and subject to guidelines promulgated by the Secretary of Finance of the Commonwealth (the "Secretary of Finance"), monies appropriated to the University from the general funds of the Commonwealth or from non-general funds, without regard to the source of such monies, and which are not required by law or by previous binding contract to be devoted to some other purpose; and

WHEREAS, on June 1, 2002, the Board authorized the issuance of bonds to finance the projects described in items A through E below:

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The construction of an addition to the Aquatic & Fitness Center consisting of a gymnasium complex, fitness and weightlifting areas and the Engineering/Science Chiller Plant (authorized project cost - $10,400,000; authorized bond issuance amount - $5,500,000);

The renovation of the Cancer Center located on the 4th and 5th floors of the Multistory Building and in the Davis Wing to expand its facilities and patient capacity (authorized project cost and bond issuance amount - $5,000,000);

The construction of the Emmet Street Parking Structure, an approximately 1,200 space parking garage located at the intersection of Emmett Street and Ivy Road (authorized project cost and bond issuance amount - $17,500,000);

The Hospital Expansion Project which consists of an approximately 75,000 square foot addition to the Hospital and the renovation of approximately 152,000 square feet of the existing Hospital (authorized project cost - $58,000,000; authorized bond issuance amount - $54,000,000);

The acquisition of the School of Medicine research building (authorized project cost and bond issuance amount - $17,000,000); and

WHEREAS, in addition to the foregoing projects, the Board has now determined to authorize the issuance of bonds to finance the projects described in items F through H below:

The construction of the University's new approximately 15,000 seat Arena (authorized project cost - $121,000,000; additional project cost of $8.8 million pending General Assembly approval; authorized bond issuance amount - $75,000,000);

The construction of a new Observatory Hill Dining Replacement Facility, including new dining facilities and office space for Business Operations and Dining Services (authorized project cost - $22,000,000; authorized bond issuance amount - $10,000,000);

The refunding of all or a portion of the outstanding principal amount of (1) the University's General Revenue Pledge Bonds, Series 1993A, (2) the University's General Revenue Pledge Bonds, Series 1993B, (3) the University's Series 1973 HUD financing, (4) the University's portion of the Commonwealth's Taxable Series 1990A Bonds and (5) the University's portion of the Commonwealth's Taxable Series 1992B Bonds; and

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WHEREAS, the maximum cost and authorized bond issuance amount of each Project is indicated above, in each case exclusive of costs of issuance, capitalized interest, original issue discount and other expenses relating thereto; and

WHEREAS, the Commonwealth has authorized the Projects and the issuance of bonds for them in the following legislation:

Aquatic and Fitness Center (207-16383): Initial authorization 2000-2002, Chapter 1073, Item C-54; Supplemental authorization 2002, Chapter 814, Item C-54;

Cancer Center (209-16751): Authorization 2002-2004, Chapter 899, Item C-53.10;

Emmet Street Parking Garage (207-16645): Authorization 2002, Chapter 814, Item C-60.20;

Hospital Expansion (209-16392): Initial planning authorization 2000-2002, Chapter 1073, Item C-65; Supplemental planning authorization 2001, Chapter 1073, Item 4-4.01m; Construction authorization 2002-2004, Chapter 899, Item C-48;

School of Medicine Research Building (207-16562): Authorization 2002-2004, Chapter 899, Item C-41;

Arena (207-16281): Planning authorization 1999, Chapter 935, Item C-36.76; Construction authorization 2002-2004, Chapter 899, Item C-36;

Observatory Hill Dining Replacement Facility (207-16094): Initial authorization 1999, Chapter 935, Item C-36.78; Supplemental authorization 2002-2004, Chapter 899, Item C-34; and

WHEREAS, the Board anticipates that the bonds will be secured by a general revenue pledge of the University and not be in any way a debt of the Commonwealth and shall not create or constitute any indebtedness or obligation of the Commonwealth, either legal, moral or otherwise; and

WHEREAS, the Board desires to authorize its Executive Committee (the "Executive Committee") to approve the final forms and details of the bonds, as set forth below;

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RESOLVED that the Executive Committee is authorized to implement the plan of finance described in the Recitals by adopting a resolution or resolutions authorizing the issuance of one or more series of bonds for the purpose of financing or refinancing any or all of the Projects and providing for the terms thereof, as required by Section 23-19 of the Virginia Code; and

RESOLVED FURTHER that the Executive Committee is authorized to approve the final terms of each series of bonds, including, without limitation, their original principal amounts, the specific Projects to be financed or refinanced, maturity dates and amounts, redemption provisions and prices and interest rates (which may be either fixed or variable), provided that (i) the maximum aggregate principal amount of all bonds shall not exceed $200,000,000; (ii) the maximum true interest cost of any series bearing interest at a fixed rate shall not exceed six percent (6%) per annum; (iii) the maximum initial true interest cost of any series bearing interest at a variable rate shall not exceed five percent (5%) per annum; (iv) the final maturity of all bonds shall not extend beyond June 1, 2038; (v) call protection on the bonds shall not exceed eleven (11) years; and (vi) no optional redemption premium shall exceed two percent; and

RESOLVED FURTHER that the Executive Committee is authorized to approve the discount payable to the underwriters selected by the Executive Committee (the "Underwriters") on account of the sale of the bonds and to approve the terms of a contract for the sale of the bonds to the Underwriters, provided that the discount payable to the Underwriters shall not exceed 0.5 percent of the original aggregate principal amount of the bonds; and

RESOLVED FURTHER that the Executive Committee or all officers of the University are authorized and directed to take all such further actions, including without limitation the designation of Underwriters, paying agents, remarketing agents, trustees and liquidity providers for the bonds, and to execute all such instruments, agreements, documents and certificates as they shall deem necessary or desirable to carry out the terms ofthe financing plans presented to this meeting, including without limitation any liquidity facilities, swap or other interest rate management agreements associated with the bonds; and

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RESOLVED FURTHER, pursuant to the Section 147(f) of the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder, the University designates Yoke San Reynolds, Vice President for Finance of the University, as the public hearing officer to hold any public hearings required in order to ensure the tax-exempt status of interest on the bonds; and

RESOLVED that all acts of all officers of the University which are in conformity with the purposes and intent of this Resolution and in carrying out the financing plans presented to this meeting are ratified, approved and affirmed.