 | Board of Visitors minutes April 25, 1896 |  |
IV.
Now Therefore, This indenture witnesseth: That in consideration
of the premises, and of the sum of Ten Dollars in hand paid by
the said Trust Company to the said Rector and Visitors, the receipt
whereof at and before the ensealing and delivery of these
presents is hereby acknowledged, the said Rector and Visitors
have given, granted, bargained, sold, aliened, enfeoffed and confirmed,
transferred, assigned, and set over; and by these presents
transfer, assign, and set over unto the said Trust Company of
Richmond, Virginia, and its successors and assigns forever, all
and singular the following estate, real and personal, namely:
1st: All those lands of the said Rector and Visitors lying
in the County of Albemarle, West of the City of Charlottesville,
on which are located the greater part of the buildings of the said
University, acquired at various times and from various parties
by deeds of record in the Clerk's Office of the County Court of
Albemarle County and bounded by a survey thereof as follows:
Beginning at the intersection of the Staunton and Lynchburg
Roads, about three-fourths of a mile West of Charlottesville,
thence with the Lynchburg Road 6134 feet to a black oak on the
left of the said road; thence North 25 West 880 feet to a leaning
chestnut; thence South 78 1/2 West 800 feet to a chestnut
oak stump; thence South 21 1/2 West 693 feet to a small maple
on a branch; thence South 10 1/4 West 264 feet to Wheeler's
old road; thence along Wheeler's old road 1963 feet to a white
oak; thence North 34 East 916 feet; thence North 28 1/2 East
165 feet; thence North 24 1/2 East 330 feet; thence North 22
East 693 feet, thence North 27 West 644 feet; thence North
10 1/4 West 1106 feet to a chestnut, corner of Maury's and
Garth's; thence North 32 East 616 feet to a corner of Garth
and Randolph; thence South 51 East 330 feet; thence North 47 1/2
East 536 feet to a chestnut oak on the top of the mountain;
thence North 50 1/2 East 338 feet; thence South 67 3/4 East
1848 feet to branch and road, corner to Smith; thence South
86 East 231 feet; thence North 77 1/2 East 484 feet to a white
17 1/2 East 1458 feet to the Staunton Road at a stake; thence
along said road 3564 feet to the beginning, containing four
hundred and fifty-four acres.
Also all that tract or parcel of land lying in the said
County of Albemarle on the North side of the turnpike or County
road leading from Charlottesville to Staunton, known as "Carr's
Hill," containing forty-two and five-eights acres, adjoining
the first named lands, being the same land conveyed to the Rector
and Visitors of the University of Virginia by Addison Maupin
and Lucy T., (his wife) by deed dated the 1st. day of July,
1867, and of record in the Clerk's Office of the County Court
of Albemarle County, to which deed reference is hereby made
for the metes and bounds of the same.
Together with all buildings, structures, betterments, and improvements
upon said lands, including all those to be placed
thereon out of the proceeds of the loan herein secured, there
being situated thereon the rotunda and all the halls, lecture
rooms, professors' houses, dormitories, hotels, and other buildings
of the said University.
2nd. Also the personal property of the said Rector and Visitors
used in the conduct of the business of the said University,
or in connection with the different courses of instruction given
at said institution, and consisting of its libraries, books,
statuary, paintings, pictures, and works of art, and all its
equipments, machinery, laboratories, appliances, furniture,
apparatus and specimens and models; and all similar chattel
property now or hereafter upon its premises aforesaid, including
which may hereafter be acquired by said Rector and Visitors.
3d. All and every interest and claim of the said Rector
and Visitors and the said University in and to the estate,
real and personal, of the late Arthur W. Austin, of Milton,
in the County of Norfolk, and State of Massachusetts; by
whose last will and testament and the codicil thereto, dated
May 18th, 1884, admitted to probate in the courts of of the said
county of Norfolk and of record therein, the said Rector and
Visitors and said University were made the residuary legatee
of his Estate, subject, however, to the interest for life by
the said will given in said residum to his daughter, Mary Austin,
who is now, as provided in said will, in the enjoyment
for the term of her natural life of the income derived therefrom;
the corpus of the said residuary fund amounting to upwards
of $400,000.00, being, however, in the hands of trustees
appointed by the Courts of Massachusetts in accordance with
the terms of the said will; so that the interest hereby assigned
and conveyed, and intended to be so assigned and conveyed,
consists of the corpus of the said residuary legacy,
to which the said Rector and Visitors will become entitled
upon and after the termination of the said life interest therein,
given in the said will to the said Mary Austin; the said
fund being now in the hands of the trustees aforesaid.
4th All and every interest and claim of the said Rector and
Visitors in and to all the water-works, dams, reservoirs, mains,
pipes, appliances, machinery, and fixtures, now or hereafter
used in connection with the water supply of the said University;
held and used in connection with such water supply
and water-works; the said water-works, dams, reservoirs, mains,
pipes, appliances, machinery, fixtures, lands, easements and
privileges being those held and owned, either jointly by the
said Rector and Visitors and the City of Charlottesville, Va,
or by the said Rector and Visitors alone; and including also
all future extensions of and additions to the same, which may
be hereafter made by the said Rector and Visitors.
But all upon trust nevertheless, that the said Trust Company
and its successor shall hold all the said property for the
uses and purposes, and subject to the powers, agreements,
stipulations, uses, covenants, conditions, and provisions
herein set forth, that is to say:
Article 1.
Until default shall be made by the said Rector and Visitors,
or their successors or assigns in the payment of any
interest upon the said bonds hereinbefore mentioned and described,
or upon some one or more of them, or in the payment
of the principal of the said bonds, or of some one or more
of them, the said Rector and Visitors, their successors and
assigns, shall be suffered and permitted to remain in actual
and exclusive possession, management and control of all of
the said property hereinbefore mentioned and described, to
take the rents, issues and profits thereof, and in all respects
to use and control the same as fully and completely as
though this indenture were not executed.
Article 2.
In case default shall have been made in the payment of
any coupon for interest upon the said bonds, or any of them,
and such coupon shall have remained unpaid and in arrears for
the period of ninety days after demand, the principal of such,
and every such of said bonds shall thereupon become due and
payable, notwithstanding that the time limited for the payment
thereof may not then have elapsed. And in such case, or
in case default shall be made in the payment of the principal
of the said bonds, or any thereof, at maturity, and the holders
of one third of the whole amount then outstanding of the
said bonds and coupons upon which default has been made, in
writing so request, it shall be lawful for the said Trust
Company, or its successors, or for the person or persons who
shall for the time being be charged with the execution of the
trust hereby created, with the assistance of any person or
persons, and with or without, any proceeding in, or order or
decree of any court, to enter in and upon the said property
hereinbefore described, or which may then be subject to the
lien of these presents in any place or places in which the
said property, or any part thereof, may be, and to take possession
of the said property, and of all property whatsoever
which may then be subject to the lien created by these presents,
and if need be to take and carry away, the said personal
property, and to sell and dispose of all said property as
a whole or in parcels, by public auction to the highest bidder,
at the said University of Virginia, or elsewhere, at such time
or times as the said Trust Company, or its successors, shall
Trust Company may prescribe in regard to the time or times for
the payment of the purchase money thereof and the mode of securing
any deferred instalment of such purchase money; but
prior to any such sale the said Trust Company shall give public
notice thereof, and of the time and place at which the
same is proposed to be made, by advertisement thereof in one
newspaper of general circulation in each of the cities of
Charlottesville and Richmond, Va, the same to be published
for at least once a week for six consecutive weeks prior to
the date at which such sale shall be advertised to take place.
And upon any such sale the said trustee for the time
being shall make, execute and deliver to the purchaser or
purchasers of the said property good and sufficient deeds,
bills of sale, or such other further instruments as may be
requisite to transfer to such purchaser or purchasers complete
and absolute title to, and property in and to, the
said lands and other estate of whatsoever description and
every part and parcel thereof; except that in so far as the
said two parcels of land first herein conveyed and described
are concerned, such sale shall be made subject to the aforesaid
deed of trust thereon, dated July 2nd, 1875, and to the
payment of any balance remaining then unpaid upon the debt
secured in the said deed.
And it is hereby expressly declared and agreed that any
sale or sales that may be made as aforesaid shall be a perpetual
bar both at law and in equity against the Rector and
Visitors, their successors and assigns, and against any and
part thereof, by, from, through, or under the said Rector and
Visitors, their successors or assigns, save and except as to
any balance then remaining unpaid upon said lien of July 2nd,
1875, in so far as the same may then bind said real estate;
and after deducting from the proceeds of any such sale the
amount of all reasonable proper expenses and charges which may
be made or incurred by the said Trust Company in taking, acquiring,
or retaining possession of the said property, or any
portion thereof, or in managing or controlling or transporting
the same, or in preparing for, making and completing such sale
or sales, and making conveyances to the purchasers, as well as
the compensation allowed by the laws of Virginia to a trustee
who sells, the trustee shall apply the purchase money and proceeds
of such sale ratably and equally amongst all the holders
of the bonds and past due coupons and interest herein secured
except, and taking care that, if any of the holders of the said
bonds have not received so much interest from the said Rector
and Visitors as others, such bondholders shall, first, and before
any distribution is made, be paid so much as will place
them on an equal footing with the other bondholders; after
which all shall share alike, without discrimination or difference
as between principal and interest. And if after the
payment in full of the principal and interest accrued upon
each and all of the said bonds, a surplus of the proceeds of
such sale or sales shall remain in the hands of the said Trust
Company, it shall pay such surplus to the said Rector and Visitors,
or their assigns, or as any court of competent jurisdiction
shall lawfully direct.
And it is hereby expressly declared and agreed that the
said Trust Company, or its officer, or agent, or attorney,
acting for it may, in its or his discretion, adjourn any sale
which they may make at the time and place appointed for such
sale, and if so adjourned, such sale may be made at the time
and place at and to which the same shall have been adjourned,
and without further notice thereof.
And it is further declared and agreed that the receipt
of the Trust Company, or of its officer, or agent, who shall
make such sale, or cause the same to be made, shall be a sufficient
acquittance to the purchaser of the prorerty which
shall be sold as aforesaid for the purchase money-, and such
purchaser shall not, after paying such purchase money and receiving
such receipt, be liable in any way to see to see to
the application of such purchase money upon, or for, the trust
purposes by these presents provided for, no shall he be liable
for any loss, or misapplication or non-application of such
purchase money in part or in whole.
And it is further declared and agreed that upon any sale
made under, or by virtue of these presents, the bonds intended
to be secured hereby, and all overdue coupons thereupon, shall
be received in payment of the purchase money for any property
sold at such sale as equivalent to so much of the said purchase
money as would be payable upon such bonds and overdue coupons.
Article 3.
In case default shall be made in the payment of the interest
coupons upon the said bonds, or any thereof, after demand
therefor, and such coupon or coupons shall remain so unpaid
default shall be made after demand in the payment of the principal
of any of the said bonds, when the same by the terms
thereof shall become due and payable, then, and in either of
said cases, it shall be the duty of the said Trust Company to
exercise the power conferred, and sell, or take proper legal
proceedings to enforce the rights of the holders of the said
bonds upon a requisition in writing to that effect being made
upon the said trustee, signed by the holders of at least one
third of the whole amount of the said bonds then outstanding,
and upon a proper indemnification to the said trustee against
all costs and expenses to be by it incurred in the premises.
Article 4.
At all times while the property hereinbefore described
shall remain in the possession or under the control of the
said Rector and Visitors, their successors or assigns, it
shall be its, or their duty, to keep and maintain the same in
good order and repair. And the said Rector and Visitors, or
their successors or assigns, may from time to time make such
additions or repairs in and about the same as it, or they, may
deem advisable; provided, however, that such additions or alterations
shall not impair or decrease the value of the said
property.
Article 5.
It is mutually agreed by and between the parties hereto,
that the said Trust Company shall be entitled to just and reasonable
compensation for all the services which it may hereafter
render in this trust, and the payment to it of all outlays
be paid by the said Rector and Visitors, their successors or
assigns, and that the said Trust Company shall not be answerable
for the default or misconduct of any agent by it with
reasonable care appointed, nor for anything whatsoever in connection
with this trust except willful misconduct, or failure
to exercise ordinary care. And it shall be no part of the
duty of the said Trust Company to see to the recording or filing
of this deed of trust, or to the renewing thereof; nor to
the making or renewal of any insurance on the property hereby
conveyed, nor as to its amount or validity.
And it is further agreed that the said Trust Company, or
any trustee hereafter appointed, may be removed by the votes
of two thirds in interest of the holders of said bonds issued
and outstanding at the time being, which vote for the removal
of a trustee must be taken at a meeting of the said bondholders,
and must be attested by the hands and seals of the Chairman and
Secretary of such meeting, or by a statement in writing under
the hands and seals of two-thirds in interest of the bondholders,
duly acknowledged.
And it is further mutually agreed that the said Trust
Company, or any trustee hereafter appointed, may resign and
discharge themselves of the trust created by these presents,
by giving notice to the said Rector and Visitors, in writing,
at least three months before resignation shall take effect,
or by giving such other notice as shall be accepted by the
said Rector and Visitors, and upon the due execution and delivery
of the conveyance hereinafter required. And it is
hereafter the said Trust Company, or any trustee hereafter
appointed, shall die or resign, or be removed, or become incapable,
or unfit to act in the said trust, then in case there
is no existing default in the payment of the interest or principal
of any of the said bonds secured hereby, the said Rector
and Visitors shall, by an instrument under their corporate
seal and recorded in the clerk's office of Albemarle County
Court, appoint a successor or successors of such deceased, removed,
or incapable trustee or trustees; but if there shall be
any existing default in the payment of any such principal or
interest, or if the said Rector and Visitors shall for six
months decline or neglect to appoint such successor or successors,
then in that case the holders of the bonds secured
hereby, acting by a majority in interest, shall be, and they
are hereby, authorized and empowered by an instrument or instruments,
in writing under their respective hands and seals,
duly acknowledged as aforesaid, at a meeting of the said bondholders,
to appoint a successor or successors to such deceased,
removed or incapable trustee or trustees.
And such successor or successors that are so appointed
shall immediately upon his or their acceptance of the trust become
vested with all the power, authority and estates held or
possessed by the trustee trustees whom he or they shall have
been appointed to succeed, without further assurance or conveyance.
And thereupon all the power and authority herein, and all
the estate, right, title and interest in the property affected
wholly cease or determine. But notwithstanding, the surving
or continuing trustee, if there be such, and the trustee or
trustees resigning or being removed, shall upon request in
writing of the new trustee or trustees, execute and deliver
to him or them all such conveyances or other instruments as
shall be fitted or expedient for the purpose of assuring to
such new trustee or trustees the legal estate in the premises.
And it is hereby declared and agreed that in the case the
holders of said bonds shall fail or omit to appoint a new trustee
or trustees in manner aforesaid, application may be made by
the said Rector and Visitors, or by any holders of any of the
said bonds, to any court of competent to entertain jurisdiction
of the proceedings to enforce the lien of these presents, for
the appointment of a new trustee or new trustees to be made
upon such reasonable notice to the parties in interest as the
said court shall deem proper.
Article 6.
And this indenture further witnesseth; that the said Rector
and Visitors for and in consideration of the premises and
for the sum of Ten Dollars, the receipt whereof, at and before
the ensealing and delivery of these presents, is hereby acknowledged,
covenants, promises and agrees, and by these presents
does for itself and its successors covenant, promise and
agree to and with the said Trust Company and its successors in
the trust hereby created, that the said Rector and Visitors
shall and will well and truly pay, or cause to be paid, unto
the holders of the said bonds the principal and interest thereof
the said bonds, and the terms of such coupons as may be thereto
annexed, and that they shall and will from time to time,
and at all times thereafter, and as often as thereunto requested
by the said Trust Company under this indenture, execute, acknowledge,
and deliver all such other and further instruments, conveyances
and assurances in law for the better assuring unto the
said Trust Company, and its successors in this trust, the property
herein mentioned and described, and all substituted property,
as shall by the said Trust Company, or its counsel learned
in the law, be devised, advised or required.
And it is further understood and agreed that the bonds for
the registration of which provision has hereinbefore been made,
shall be so registered on the books of the said Rector and Visitors,
and while they shall remain so registered the principal
thereof shall be payable only to the registered owners or to
their legal representatives. And if at any time after the expiration
of ten years from the date of said bonds the said Rector
and Visitors shall determine to call in and redeem a portion,
or a certain number of said bonds by way of investment of
the sinking fund herein provided for, or otherwise, the bond or
bonds so to be called in and redeemed shall be selected and determined
upon by lot by the said Rector and Visitors.
Article 7.
And the said Rector and Visitors do hereby further covenant
to and with the said Trust Company and to and with the
said parties of the third part, that they, the said Rector
and Visitors, will keep the said buildings upon the said University
in one or more reputable fire insurance companies for
the aggregate sum of not less than One hundred and fifty thousand
dollars until such time as the aggregate amount of the
principal of the bonds herein secured shall be reduced below
said sum of $150,000.00; after which time an amount of insurance
at least equal to the principal of all said bonds outstanding
shall be sufficient; and all policies for such insurance
shall be drawn or assigned so that loss, of any accrue
thereunder, shall be payable to said Trust Company, or its successors
as trustee for the further security and indemnity of
the said parties of the third part; and the said Rector and
Visitors may, by and with the consent in writing of said Trust
Company, or the acting trustee first obtained for that purpose,
expend any amount or amounts, or a part thereof, realized from
any such loss, in rebuilding and replacing the buildings and
structures from the destruction of which the loss accrued.
Article 8.
And the said Rector and Visitors do further covenant to
and with the said Trust Company and to and with the said parties
of the third part, that they, the said Rector and Visitors,
will well and truly establish, set apart, preserve, and
maintain a sinking fund of not less than two thousand dollars
annually out of the current income and revenues of said University
in preference to all other charges on such income and
revenues, (except as to those charges to which a superior preference
may have been given by law) which sinking fund shall be
purpose of meeting and discharging the principal of the bonds
herein secured; and the same shall be from time to time invested
in safe interest bearing securities, or be used in taking
up, purchasing or retiring the bonds herein secured, or
any of them; but in case the same shall be so used in purchasing,
retiring or taking up any such bonds, then an amount equal
to all such interest as would thereafter otherwise have become
from time to time payable upon such bonds so purchased, retired
or taken up, shall be from time to time added to such sinking
fund over and above the said two thousand dollars per annum.
Article 9.
And it is further provided that, while the said Rector
and Visitors shall remain in possession, and there shall be
no subsisting default in the payment of the principal of any
of the aforesaid bonds herein secured and no default continuing
for ninety days in the payment of any of the interest
thereon, the said Rector and Visitors shall have power from
time to time to sell and dispose of, free from the lien, operation
and effect of this indenture such portion of the movable
property conveyed and assigned in the second paragraph of the
granting clause of this indenture as may at any time be, or
become, undesirable or unsuitable for the uses and purposes
for which it is now held, or which may be more valuable for
sale than for use; provided that the same shall be adequately
replaced and substituted by other similar property to be placed
upon the premises of a value equal to or greater than so sold
or disposed of; and such property so acquired shall be and remain
this indenture as if specifically included and conveyed herein;
and such right of sale or exchange shall only be exercised upon
condition of substitution being made as aforesaid.
And until such default in the payment of said principal
or some portion thereof, or such default of ninety days in the
payment of said interest, or some portion thereof, the said
Rector and Visitors shall have the full right and power to demand,
sue for, receive, give acquittance for and collect the
aforesaid legacy bequeathed by the will of the said Arthur W.
Austin, and to compromise, compound, adjust and commute the
same free from the lien, operation and effect of this indenture;
save and except, however, that the principal amount of
any and all monies, funds and securities received by said Rector
and Visitors from and on account of the said legacy, shall
be and remain in the hands of said Rector and Visitors in all
respects subject to the lien and operation of this indenture;
but until such default be made as aforesaid the said Rector
and Visitors shall be permitted to hold the said principal of
all such monies, funds and securities, and place and invest
the same in some safe, interest-bearing securities, and from
time to time to change such investments so made, and to use
the interest and income thereof in and about the current business
of the University; or the said Rector and Visitors may,
with the approval and consent of the said Trust Company, or
acting trustee first obtained in writing for that purpose, invest
and expend a portion of such monies, funds and securities
nature upon the said premises of the said University. But
if under the terms and conditions of this indenture, it shall
have become necessary and proper for the said Trust Company,
or the acting trustee hereunder, to make sale of said legacy,
then, and in that event, the said Trust Company, or the acting
trustee, shall be authorized, in the discretion of such trustee,
to sue for and collect such legacy, and, with the consent
of the said Rector and Visitors, to commute and compound the
same instead of making sale thereof; and the proceeds of any
such collection or commutation shall be disposed of in the
same manner that the proceeds of a sale of such legacy would
be disposed of hereunder.
Article 10.
Upon the production by the said Rector and Visitors to
the said Trust Company, or to its successor or successors in
the trust, of all the bonds and coupons which may have been
issued in pursuance of and secured by this indenture, or in
event of the loss or destruction of any of said bonds and
coupons, upon proof satisfactory to said Trust Company, or to
said acting trustee or trustees, that all of said bonds and
coupons have been fully paid and discharged; then, and in that
event, the said Trust Company, or its successor or successors
in the trust, shall be fully authorized and empowered, and it
shall be their duty to release to release to the said Rector
and Visitors all the property and estate of every description
herein conveyed, so that the same shall stand free and forever
discharged and acquitted from the lien of this indenture as
all costs, expenses and charges, incident to this release and
discharge, shall be borne and paid by the said Rector and
Visitors.
Article 11.
Default in the payment of the principal of the said bonds,
or any of them, and default for ninety days in the payment of
the interest coupons thereon, as hereinbefore mentioned, referred
to and specified, shall be construed to mean such default
after demand shall have been made at or after maturity for the
payment of any of such bonds or coupons; and no such default
shall be understood to have accrued as to any such bond, or coupon
for interest, until such demand therefor shall have been
made; and no interest shall accrue or any overdue coupon until
after demand for the payment thereof shall have been made.
And if the said Virginia Trust Company shall at any time
fail or cease to keep an office in the City of Richmond, Virginia,
at which the said bonds and coupons can in the usual
course of business be presented for payment or redemption, or
shall cease to act as trustee under this indenture; then, and
in either of these events, all the said bonds then outstanding
and interest and coupons, representing such interest thereon,
shall be and become payable at the office of the Proctor of
the said University; he being by law constituted the fiscal
agent of the said Rector and Visitors.
Article 12.
And the said Rector and Visitors covenant to and with the
said Trust Company that they will warrant generally the property
aforesaid lands to the said Trust Company; that the said Trust
Company shall, in the execution of the trusts herein created,
have quiet possession of the said lands, free from all encumbrances;
and that the said Rector and Visitors have done no
act to encumber the same. But it is understood that these
covenants are made and entered into, subject to the aforesaid
lien of July 2nd, 1875, upon said lands, which lien nevertheless
the said Rector and Visitors are bound to pay at maturity
to the exoneration of said lands.
And this indenture further witnesseth: That said Trust
Company hereby accepts the aforesaid trust, and covenants and
agrees to and with the said Rector and Visitors to execute the
same upon the terms and conditions mentioned.
In Testimony Whereof: the said Rector and Visitors of the
University of Virginia have caused their name and Corporate
seal to be hereunto affixed by . . . . ., their Rector and
chief officer, and attested by . . . . . , their Secretary;
and the said trust company has caused its name and corporate
seal to be hereunto affixed by . . . . . , its President, and
attested by . . . . . its Secretary, on the day and year first
above written.
The Rector and Visitors of the
University of Virginia
[Description: (Corporate Seal)
Attest,
. . . . . , Secretary.]
By
. . . . . , Rector.
[Description: (Corporate Seal)
Attest,
. . . . . ,
Secretary.]
Virginia Trust Company
By
. . . . . ,
President.
On motion the Board adjourned sine die.
Attest,
Rector
Secretary.
| Board of Visitors minutes April 25, 1896 | |