RESOLUTION AUTHORIZING THE ISSUANCE OF THE RECTOR AND VISITORS OF THE
UNIVERSITY OF VIRGINIA HOSPITAL REVENUE REFUNDING BONDS (SERIES E) IN
AN AMOUNT NOT TO EXCEED $105,000,000 AND EMPOWERING THE EXECUTIVE
COMMITTEE OF THE BOARD OF VISITORS AND THE OFFICERS OF THE UNIVERSITY
TO TAKE CERTAIN ACTIONS IN CONNECTION THEREWITH
Mr. S. Buford Scott did not participate in the discussion
of this issue and did not vote because of a possible conflict of
interest.
- The following resolution was adopted:
- 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"), which
University is governed by a Board of Visitors (hereinafter sometimes
called the "Board"); 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 of the Commonwealth
of Virginia 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 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 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, under date of November 1, 1984, the University
issued $40,000,000 Fixed Rate Insured Hospital Revenue Bonds
(Series A) (the "Series A Bonds") and $110,000,000
Fixed/Adjustable Rate Hospital Revenue Bonds (Series B) (the
"Series B Bonds") for the purpose of providing funds, with any
other available funds, to finance the cost of constructing and
equipping a hospital to replace the existing University of Virginia
Hospital, renovating the existing hospital, constructing
additional parking facilities and enlarging, improving and expanding
the power plant and other portions of the existing hospital
(collectively, the "Project"); and
- WHEREAS, on June 20, 1985, the University issued $95,386,796
Hospital Revenue Refunding Bonds (Series C) (the "Series C
Bonds") for the purpose of refunding the Series A Bonds,
$30,000,000 Series B Bonds maturing December 1, 2014, and
$40,000,000 Series B Bonds maturing December 1, 2018, and
- WHEREAS, the Board has determined to provide for the issuance
of additional hospital revenue bonds of the University for
the purpose of providing funds, together with other available
funds, for refunding all or part of the outstanding Series C
Bonds and expanding the replacement hospital portion of the
Project; and
- WHEREAS, there have been presented to the Board by officers
of the University a plan of finance for providing funds to refund
the outstanding bonds described above and expand the replacement
hospital portion of the Project and documents related thereto,
all of which have been filed in the records of the Board; now,
therefore,
BE IT RESOLVED BY THE BOARD OF VISITORS OF THE UNIVERSITY OF
VIRGINIA:
1. AUTHORIZATION OF BONDS.
- The Board hereby authorizes, pursuant
to the Act, the issuance, execution and sale of bonds
of the University (the "Series E Bonds") to finance,
together with other available funds, the costs of refunding
all or part of the Series C Bonds and expanding the
replacement hospital portion of the Project (including (if
and to the extent provided in the Series Resolution
providing for the issuance of the Series E Bonds) the
funding of interest, reserves and costs of issuance) and
pursuant to Section 23-19 of the Act hereby provides that
the terms and conditions of the Series E Bonds shall be
specified by the Executive Committee of the Board (the
"Executive Committee"), subject to the following limitations:
- a. Maximum principal amount: $105,000,000.
- b. Maturity: On any date not later than June 1, 2025.
- c. Interest Rate: Any fixed rate not to exceed 8% per
annum.
- d. Date of Series E Bonds: Any date not later than
December 1, 1988.
- e. Interest payment dates: On any date not more frequently
than monthly.
- f. Denominations: Any multiple of $1,000.
- g. Form of Series E Bonds: Registered.
- h. Execution; Medium and Place of Payment: As approved by
the Executive Committee consistent with the laws of the
Commonwealth.
- i. Redemption: On any date approved by the Executive
Committee with a premium not to exceed 4%.
- j. Sale price: At least par minus (1) a bond discount to
underwriters not to exceed 2 1/2%, plus (2) if deemed
advisable in connection with the marketing of the
Series E Bonds, a discount to investors in an amount to
be determined by the Executive Committee.
- k. Amount of bond proceeds used to purchase bond insurance,
letters of credit and other credit enhancements:
Not more than 4% of original principal amount of Series
E Bonds.
- l. Security: The Series E Bonds, together with any outstanding
Series C Bonds not being refunded, the University's
$32,200,000 Variable Rate Demand Hospital
Revenue Refunding Bonds (Series D) and any additional
bonds issued pursuant to the Master Resolution adopted
by the Executive Committee on November 30, 1984, will
be secured by a pledge of the Net Revenues (as defined
in said Master Resolution).
2. AUTHORIZATION OF RESOLUTIONS.
- The Board hereby authorizes
the Executive Committee (a) to adopt one or more appropriate
series resolutions in substantially the form submitted to
the Board at this meeting or such other forms approved by
the Executive Committee consistent with the terms and conditions
set forth in Paragraph 1 above and (b) to execute
and deliver such other documents, including reimbursement
agreements with one or more foreign or domestic banking
institutions, agreements with one or more bond insurers, and
an escrow deposit agreement with Signet Trust Company (the
legal successor to Bank of Virginia Trust Company) and/or
the Treasurer of the Commonwealth of Virginia, and take such
action as may be necessary or desirable in connection with
the issuance and sale of the Series E Bonds.
3. AUTHORIZATION TO OFFICERS.
- The Board hereby authorizes all
officers and employees of the University to take all action
necessary or desirable in connection with the issuance or
sale of the Series E Bonds as may be approved by the Rector,
President, Vice President for Business and Finance or the
Assistant Vice President for Finance.
