Board of Visitors minutes :: April 23, 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 nongeneral funds, without regard to the source of such

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monies, and which are not required by law or by previous binding contract to be devoted to some other purpose; and

WHEREAS, pursuant to a resolution adopted on February 1, 2003, the Board determined to finance (i) the construction and equipping of an addition to the Aquatic & Fitness Center consisting of a gymnasium complex, fitness and weightlifting areas and the Engineering/Science chiller plant; (ii) the renovation of the Cancer Center; (iii) the construction and equipping of the Emmet Street Parking Structure; (iv) the construction, renovation and equipping of a renovation and expansion Project at the University's Hospital; (v) the acquisition of the School of Medicine research building; (vi) the construction and equipping of the University's new sports arena; (vii) the construction of a replacement of Observatory Hill Dining Facility; and (viii) the refunding of all or a portion of the outstanding principal amount of (a) the University's General Revenue Pledge Bonds, Series 1993A, (b) the University's General Revenue Pledge Bonds, Series 1993B, and (c) the outstanding principal amount of the Commonwealth of Virginia Higher Educational Institutions Bonds (Series 1992B) issued to finance certain dining facilities at the University (collectively, the "Project"), and delegated to the Executive Committee of the Board the power to approve the final terms of such financing, within certain stated parameters; and

WHEREAS, pursuant to a resolution adopted on February 1, 2003, the Board determined to facilitate the financing or refinancing from time to time of capital projects of the University on a short-term basis through the issuance of short-term commercial paper in an aggregate outstanding principal amount at any time not to exceed $100,000,000 (the "Program") and delegated to the Executive Committee of the Board the power to approve the final terms of such financing, within certain stated parameters; and

WHEREAS, for the purpose of providing funds to finance or refinance the acquisition, construction and equipping of the Project, the Executive Committee of the Board, pursuant to the powers granted it under Section 23-75 of the Virginia Code, has determined to adopt the attached Resolution (the "Series 2003A Resolution") authorizing the issuance of general revenue pledge bonds of the University as Series 2003A Bonds (the "Series 2003A Bonds"), and a second Resolution (the "Series 2003B Resolution") authorizing the issuance of general revenue bonds of the University as Series 2003B (the "Series 2003B Bonds" and together with the Series 2003A Bonds, the "Series 2003 Bonds"); and

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WHEREAS, for the purpose of providing funds to facilitate the short-term financing of capital projects, the Executive Committee of the Board, pursuant to the powers granted it under Section 23-75 of the Virginia Code, has determined to adopt a resolution (the “Commercial Paper Series 2003A and 2003B Resolution”) authorizing the issuance of general revenue pledge notes of the University as Commercial Paper Series 2003A and 2003B notes (the “Commercial Paper Series 2003A and 2003B Notes”); 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;

RESOLVED that the Executive Committee of the University on behalf of the Board, approves the following: The Bond Series 2003A Resolution, the Bond Series 2003B Resolution, and the Commercial Paper Series 2003A and 2003B Resolution.