Board of Visitors minutes :: June 10, 2005 :: 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; 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

6917

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, the Board has previously 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 (the "Program"), and hereby determines that the aggregate outstanding principal amount of the Program at any time should not exceed $175,000,000; and

WHEREAS, the Board anticipates that the Program will be secured by a general revenue pledge of the University and shall 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 has previously approved resolutions declaring an intent to issue bonds and has authorized the issuance of debt funding for the projects, (the "Projects"), described in items A through H below:

- authorized project cost - $129,800,000
- declared intent to issue bonds - $75,000,000 (October 2001)
- authorized bond issuance amount - $75,000,000 (January 2003)
- previously issued amount at par - $35,289,000 (January 2003)

B. The Hospital Expansion Project, which consists of an approximately 75,000 square foot addition to the Hospital; the renovation of approximately 152,000 square feet of the existing Hospital; the inclusion of an additional chiller to serve both the Medical Center and the School of Medicine; the fit-out of an
6918

additional floor of new facility; the purchase and installation of equipment
- - authorized project cost - $89,600,000
- - declared intent to issue bonds - $54,000,000 (October 2001)
- - declared intent to issue bonds - $31,600,000 (June 2004)
- - additional authorized bond issuance> amount - 54,000,000 (June 2002, January 2003)
- - previously issued amount at par - $33,302,000 (January 2003)

- authorized project cost - $10,800,000
-declared intent to issue bonds - $10,800,000 (October 2001)
- authorized issuance of bonds - $10,800,000 (May 2003)

- authorized project cost - $17,325,000
- authorized bond issuance - $17,325,000 (February 2004)

- authorized project cost - $8,900,000
- declared intent to issue bonds - $7,400,000 (March 1999)
- authorized issuance of bonds - $7,400,000 (May 2003)

- authorized project cost - $7,185,000
- declared intent to issue bonds and
6919

authorized issuance of commercial paper
- $6,400,000 (June 2004)
- declared intent to issue additional bonds and authorized issuance of additional bonds - $785,000 (May 2005)

- authorized project cost - $64,200,000
- declared intent to issue bonds and authorized issuance of bonds - $19,800,000 (June 2004)

- authorized project cost - $57,000,000
- declared intent to issue bonds and authorized issuance of bonds - $33,000,000 (June 2004)

WHEREAS, the maximum cost, authorized bond issuance amount, and amount of previously issued bonds, if any, for each Project is indicated above; and

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

A. Arena and Special Events Center (207- 16281): Planning authorization 1999, Chapter 935, Item C-36.76; Construction authorization 2002-2004, Chapter 899, Item C-36; Supplemental authorization 2003, Chapter 1042, Item C-36;

6920

B. 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; Supplemental construction authorization 2003, Chapter 1042, Item C-48;

C. South Parking Garage Expansion (207- 16559): Planning authorization 2000-2002, Chapter 1073, Item 4-4.01m; Supplemental planning authorization 2002-2004, Chapter 899, Item C-40; Construction authorization 2002-2004, Chapter 899, Item C-40;

D. Fontaine Clinics Acquisition (209-16756): Acquisition authorization 2002-2004, Chapter 899, Item C-53.60;

E. National Radio Astronomy Observatory Building (207-16280): Planning Authorization 2000, Chapter 935, Item C- 36.75; Construction Authorization 2000, Chapter 935, Item C-9;

F. Residence Hall at the College at Wise (246-16963): Construction authorization 2002-2004, Chapter 899, Item C-53.70; Supplemental authorization 2005 (administrative increase);

G. Heating Plant Modifications (207-16872): Planning authorization 2003, Chapter 1042, Item C-35.05; Construction authorization 2004-2006, Chapter 4, Item C-58;

6921

H. Addition and Renovation to Rouss Hall (207-16747): Authorization 2002-2004, Chapter 899, Item C-47.20; Supplemental authorization 2003, Chapter 1042, Item C- 47.20; Supplemental authorization 2005, Chapter 951, Item 57.10;

WHEREAS, a portion of the projects has been financed on a short-term basis through the University's commercial paper "program"; and

WHEREAS, the Board has now determined to authorize the issuance of bonds to refund all or a portion of the outstanding principal amount of the University's general revenue pledge bonds, Series 1998A; 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 authorizes the issuance of bonds for each of the Projects up to the Project authorized bond amounts described above, less the amount of any bonds previously issued and outstanding with respect thereto, and for the refunding of all or a portion of the Series 1998A Bonds, and desires to authorize its Executive Committee (the "Executive Committee") to approve the final forms and details of the bonds, as set forth below;

RESOLVED that the University's commercial paper program will be expanded from a maximum of $100 million to a maximum of $175 million; and

RESOLVED FURTHER that costs associated with any capital project of the University may be financed under the Program provided that (i) such project has been authorized by appropriate legislation enacted by the Commonwealth and (ii) the incurrence of indebtedness for such project has been authorized by the Board or the Executive Committee; and

6922

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 Program, and to execute all such instruments, agreements, documents, and certificates as they shall deem necessary or desirable to carry out the terms of the Program, including without limitation any liquidity facilities, swap, or other interest rate management agreements associated with the Program; and

RESOLVED FURTHER 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 for refunding all or a portion of Series 1998A Bonds, 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, and the refunding 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 $225 million; (ii) the maximum true interest cost of any series bearing interest at a fixed rate shall not exceed six percent (6 percent) per annum; (iii) the maximum initial true interest cost of any series bearing interest at a variable rate shall not exceed five percent (5 percent) per annum; (iv) the final maturity of all bonds shall not exceed 40 years beyond issuance date; (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 fees paid to underwriters and financial advisors on negotiated and competitive transactions shall be in accordance with the contracts established and applicable to the transactions; and

6923

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 of the financing plans presented to this meeting, including without limitation any liquidity facilities, swap or other interest rate management agreements associated with the bonds; and

RESOLVED FURTHER, pursuant to the Section 147(f) of the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder, the University designates the 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 FURTHER 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; and

RESOLVED FURTHER that, upon approval, this action shall take effect immediately.