Board of Visitors minutes :: March 30, 1984 :: University of Virginia Library

FINANCING FOR 650 STUDENT DORMITORIES AT THE UNIVERSITY IN CHARLOTTESVILLE AND FOR 48 STUDENTS AT CLINCH VALLEY COLLEGE

CLINCH VALLEY COLLEGE MATTER

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FINANCING FOR 650 STUDENT DORMITORIES AT THE UNIVERSITY
IN CHARLOTTESVILLE AND FOR 48 STUDENTS AT CLINCH VALLEY
COLLEGE

The following resolution was adopted:

WHEREAS, pursuant to the provisions of the Commonwealth of Virginia Higher Educational Institutions Bond Act of 1983 (the "1983 Act") which Act has been enacted by the General Assembly of Virginia of 1983 and the Commonwealth of Virginia Higher Educational Institutions Bond Act of 1984 (the "1984 Act"), which Act has been enacted by the General Assembly of Virginia of 1984, the Treasury Board of the Commonwealth of Virginia (the "Treasury Board") was authorized, by and with the consent of the Governor, to sell and issue bonds of the Commonwealth of Virginia in an aggregate principal amount not to exceed $33,176,000 pursuant to the 1984 Act, together with additional unissued amounts authorized under the 1983 Act, for the purpose of providing funds, with any other available funds, for paying the cost of acquiring, constructing, and equipping revenue producing capital projects, including the enlarging and improving thereof, at institutions of higher learning of the Commonwealth, all in accordance with the provisions of Section 9(c) of Article X of the Constitution of Virginia;
WHEREAS, said revenue producing capital projects include, under the 1983 Act, the construction of a student housing project for 650 students at the University of
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Virginia (the "Student Housing for 650 Project") and, under the 1984 Act, the construction of a student housing project for 48 students at Clinch Valley College (the "CVC Student Housing Project") at costs now estimated to equal or exceed $11,500,000 and $515,000, respectively;
WHEREAS, the Treasury Board proposes to sell by public sale a portion of said bonds tentatively to be designated "Higher Educational Institutions Bonds, 1984 Series B" (the "1984 Series B Bonds") which will include an amount not to exceed $515,000 for the purpose of financing the CVC Student Housing Project; and
WHEREAS, the Treasury Board proposes to sell a portion of said bonds not to exceed $11,500,000 for the benefit of the Student Housing for 650 Project which may be sold by public sale, in which case they will be aggregated with other bonds sold by public sale and designated "Higher Educational Institutions Bonds, 1984 Series B", or, if deemed advisable by the Treasury Board, which may be sold by private sale through a negotiated underwriting, in which case such bonds may be aggregated with bonds for one or more other institutions sold by private sale therewith and will be designated "Higher Educational Institutions Bonds" with an appropriate separate series designation (for the purpose of this resolution, the bonds to be sold for
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the Student Housing for 650 Project, whether sold by public or private sale and whether or not accompanied by bonds for other institutions within the same series, shall be referred to as the "Student Housing Bonds");
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF VISITORS OF THE UNIVERSITY OF VIRGINIA:
Section 1. The Board of Visitors of the University of Virginia (the "Board") (a) covenants to fix, revise, charge and collect rents from all of the state owned housing at Clinch Valley College (the "College") (including, without limitation, the CVC Student Housing Project), and (b) pledges said rents to the payment of the principal of, premium, if any, and interest on that portion of the 1984 Series B Bonds issued to finance the CVC Student Housing Project; provided that the current expenses of operating all of the College's state owned housing (the "College Housing Current Expenses") shall be a first charge on such rents. The Board further covenants that such rents will be fixed, revised, charged and collected so that the net revenues from or for the use or otherwise received on behalf of the College's state owned housing, after payment of the College Housing Current Expenses, will at all times be sufficient to pay the principal of, premium, if any, and interest on that portion of the 1984
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Series B Bonds issued to finance the CVC Student Housing Project, as and when the same become due and to pay debt service on any outstanding obligations that have been previously issued to provide funds for the College's state owned housing, that portion of the 1984 Series B Bonds issued to finance the CVC Student Housing Project to be secured on a parity with such obligations. Any such revenues in excess of the amounts required for the payment of the College Housing Current Expenses, the payment of the principal of, premium, if any, and interest on that portion of the 1984 Series B Bonds issued to finance the CVC Student Housing Project when due and debt service on any outstanding obligations issued to provide funds for the College's state owned housing may be used by the University for any other proper purpose.
Section 2. It is hereby found, determined, and declared that, based upon responsible engineering and economic estimates and advice of appropriate officials of the University or the College as shown on Exhibit A hereto, the anticipated net revenues received from or on behalf of the College's state owned housing pledged above, will be sufficient to pay the College Housing Current Expenses, the principal of, premium, if any, and interest on that portion of the 1984 Series B Bonds issued to finance the CVC Student
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Housing Project, as the same become due, and debt service on any outstanding obligations issued to provide funds for the College's state owned housing so long as the average interest rate on the 1984 Series B Bonds does not exceed 9.5% per annum.
Section 3. The Board covenants that so long as the 1984 Series B Bonds are outstanding, the University will pay the Treasurer of Virginia not less than 30 days before each interest or principal and interest payment date, the amount certified by the Treasurer of Virginia to be due and payable on such date as principal and interest on that portion of the 1984 Series B Bonds issued on behalf of the University to finance the CVC Student Housing Project.
Section 4. The Board (a) covenants to fix, revise, charge and college rents from all of its state owned housing located at the University of Virginia (including, without limitation, the Student Housing for 650 Project), and (b) pledges said rents to the payment of the principal of, premium, if any, and interest on that portion of the bonds of any series that includes the Student Housing Bonds; provided that the current expenses of operating all of the University's state owned housing (the "University Housing Current Expenses") shall be a first charge on such rents. The Board further covenants that such rents will be fixed, revised, charged and collected so that the net revenues
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from or for the use or otherwise received on behalf of the University's state owned housing, after payment of the University Housing Current Expenses, will at all times be sufficient to pay the principal of, premium, if any, and interest (exclusive of construction period interest, if any, included in the proceeds of the Student Housing Bonds) on such bonds, as well as periodic commitment, remarketing and other similar fees, if any, relating to such bonds, as and when the same become due and to pay debt service on any outstanding obligations that have been previously issued to provide funds for the University's state owned housing, the Student Housing Bonds to be secured on a parity with such obligations. Any such revenues in excess of the amounts required to make all payments referred to in the preceding sentence may be used by the University for any other proper purpose.
Section 5. It is hereby found, determined, and declared that, based upon responsible engineering and economic estimates and advice of appropriate officials of the University as shown on Exhibit B hereto, the anticipated net revenues received from or on behalf of the University's state owned housing pledged above, together with construction period interest included in the proceeds of the Student Housing Bonds, will be sufficient to pay all amounts referred
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to in the next to last sentence of Section 4 hereof, as the same become due, so long as the total interest cost (including interest and fees) on the Student Housing Bonds does not exceed a rate of 12% per annum.
Section 6. In connection with the issuance of the Student Housing Bonds:
(A) The Vice President for Business and Finance and other appropriate officers of the University are hereby authorized, if deemed appropriate by the Treasury Board, to solicit indications of interest and to enter into negotiations for the purchase of the Student Housing Bonds and the provision of remarketing services and a back-up liquidity facility from interested parties and to accept the offer or offers deemed by such officers and the Treasury Board to be most beneficial to the University and the Commonwealth of Virginia in terms of interest costs, commitment, remarketing and placement fees and related factors, and, subject to the other provisions hereof, the Student Housing Bonds shall be payable to the persons and issued as and when determined by the Vice President for Business and Finance, the Treasury Board and the purchaser(s) of the Student Housing Bonds and the provider(s) of the remarketing services and the back-up facility so selected.

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(B) The Student Housing Bonds shall be dated, shall be in such individual principal amounts, shall mature, shall bear interest at such rate(s) payable on such dates, shall be subject to redemption at such times and shall have such other terms not inconsistent herewith, all as shall be determined by the Vice President for Business and Finance subject to the approval of the Treasury Board.
(C) In order to set forth the terms and conditions upon which the Student Housing Bonds will be issued and sold, the Vice President for Business and Finance and other appropriate officers of the University are hereby authorized, upon the approval of the Treasury Board, to provide for the preparation of any one or more agreements or instruments to which the University must be a party in order that the Student Housing Bonds may be issued which shall contain such provisions not inconsistent herewith and be in such form as the officer(s) of the University and officials of the Commonwealth of Virginia executing them and the Treasury Board shall deem appropriate and as may be necessary to carry out the intent hereof.
(D) The Rector, Vice President for Business and Finance, Assistant Vice President for Finance, Secretary, Assistant Secretary and any other officer of the University
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as designated by the Vice President for Business and Finance, are hereby authorized and empowered for and on behalf of the University to execute and deliver all instruments and documents, to pay all reasonable costs and expenses of issuance (including attorney's fees), and to take such further action in the name and on behalf of the University as they, subject to the approval of the Treasury Board, consider necessary or desirable to carry out the intent and purpose of this resolution, the issuance of the Student Housing Bonds, and the consummation of borrowings thereunder.
(E) The action of the Vice President for Business and Finance and other officers of the University in undertaking preliminary discussions with the Treasury Board and third parties interested in the financing contemplated hereby is in all respects ratified and approved.
Section 7. The Board covenants that so long as the Student Housing Bonds are outstanding, the University will pay to the Treasurer of Virginia not less than 30 days before each interest or principal and interest payment date, the amount certified by the Treasurer of Virginia to be due and payable on such date as principal and interest thereon.
Section 8. The Board covenants that the University will pay from time to time its proportionate share of
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all expenses incurred in connection with the sale and issuance of the 1984 Series B Bonds and any other series of bonds which includes the Student Housing Bonds, as well as all expenses thereafter incurred in connection with the payment of the principal of, premium, if any, interest and fees on the 1984 Series B Bonds and any other series of which the Student Housing Bonds are a part, all as certified by the Treasurer of Virginia to the University.
Section 9. Obligations which include a principal amount not to exceed $11,500,000 may be issued to finance the Student Housing for 650 Project by public or private sale pursuant to Section 9(d) of Article X of the Constitution of Virginia or Chapter 3, Title 23 of the Code of Virginia of 1950, as amended, in lieu of issuing the Student Housing Bonds. In that event, all provisions hereof applicable to the Student Housing Bonds and related agreements shall be equally applicable to that portion of such other obligations issued to finance the Student Housing for 650 Project as if such obligations were substituted for the term "Student Housing Bonds" herein, except that if the documents pursuant to which outstanding obligations have been issued to provide funds for the University's state owned housing prohibit the issuance of other obligations as contemplated by this Section on a parity with such outstanding obligations, the obligations issued as contemplated by this Section shall be junior to such outstanding obligations.
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Such obligations may be issued as contemplated by this Section if the Vice President for Business and Finance, with the approval of the Treasury Board, determines that it is impractical to issue the Student Housing Bonds through private sale and that issuance of obligations as contemplated in this Section, rather than the Student Housing Bonds through public sale, will result in interest cost savings or will otherwise be beneficial to the University.