University of Virginia Library

PURCHASE OF PROPERTY FROM BIRDWOOD ESTATE, INC.

The University's Special Counsel, Mr. C. Venable Minor, presented a report on certain problems which had been encountered in purchasing a 550-acre tract of land west of Bellair from the Birdwood Estate, Inc. In particular, a question had arisen concerning the issuance by the University of tax-exempt notes. After extensive discussion, on motion of Mr. Johnson seconded by Mr. Cross, the following resolution was adopted:

• WHEREAS, The Rector and Visitors of the University of Virginia (hereinafter also referred to as the "Corporation"), is negotiating to purchase from Birdwood Estate, Inc. a tract of land in Charlottesville Magisterial District of Albemarle County, Virginia, containing 550.469 acres, more or less, at a price not to exceed $1,063,169.73;
• NOW THEREFORE, BE IT RESOLVED by The Rector and Visitors of the University of Virginia that the purchase of said real property from Birdwood Estate, Inc. at a price not to exceed $1,063,169.73, on such terms as may be negotiated, including, without limitation, an unsecured obligation of the Corporation and cash, or all cash, be and it hereby is authorized;
• RESOLVED FURTHER, that in connection with such purchase the Corporation hereby authorizes the execution and delivery of any such unsecured bond in such amount and upon such terms as may be negotiated, approval of any such bond executed by the Corporation's officers being conclusively evidenced by their execution thereof;
• RESOLVED FURTHER, that in connection with such purchase the Corporation hereby authorizes the execution and delivery of an agreement providing for the amendment of certain restrictions affecting the real property to be purchased and the imposition of certain restrictions on certain adjacent real property and the execution and delivery of an agreement obligating the Corporation to maintain in good condition any lawn or pasture land on the real property to be purchased, both in the form presented to this meeting with such changes as the officers executing such agreements shall approve, such approval to be conclusively evidenced by their execution thereof; and
• RESOLVED FURTHER, that all instruments not specifically referred to above which are, in the opinion of the Corporation's Special Counsel, necessary or proper in connection with such purchase, are hereby authorized in such form as the officers executing each instrument shall approve, such approval to be conclusively evidenced by their execution thereof, provided, however, that all instruments to be executed in connection with such purchase, whether or not specifically mentioned above, shall, prior to their execution, be approved by the University's Special Counsel.

The Comptroller of the University, Mr. Vincent Shea, presented an alternative plan for possible use in the event the purchase of the property through the issuance of tax-exempt notes was not possible. The proposal called for a loan from the University's endowment funds.

After discussion, on motion of Mr. Faulconer seconded by Mr. Kuykendall, the following resolution was adopted:

• RESOLVED by the Board of Visitors of The Rector and Visitors of the University of Virginia that if necessary a loan not to exceed $800,000 be authorized from the endowment funds of the University, the proceeds to be used for the purchase of the mortgage bonds held by Mr. Cornelius Middleton on the Birdwood property, these bonds to be amortized from the unrestricted endowment income of the University over a period not to exceed ten years, at an interest rate of five percent.

The Rector then called to the Board's attention that it might be necessary to ask the Executive Committee for action on the purchase of the Birdwood property prior to the next meeting of the Board. Accordingly, on motion of Mrs. Parrish seconded by Mr. Walker, the following resolution was adopted:

• RESOLVED by the Board of Visitors of The Rector and Visitors of the University of Virginia that the Executive Committee be and it is hereby empowered to take such actions as may be necessary in order to assure the purchase of the 550-acre tract of land from the Birdwood Estate, Inc.