Board of Visitors minutes :: October 5, 1984 :: University of Virginia Library

RESOLUTION APPROVING THE PURCHASE OF A MOTOR POOL FACILITY BY THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA AND THE INCURRENCE OF $1,000,000 OF INSTALLMENT PURCHASE OBLIGATIONS

APPROVAL OF UNIVERSITY OF VIRGINIA HOSPITAL REVENUE BONDS

CLINCH VALLEY COLLEGE MATTERS

RE-ELECTIONS

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RESOLUTION APPROVING THE PURCHASE OF A MOTOR POOL FACILITY
BY THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA
AND THE INCURRENCE OF $1,000,000 OF INSTALLMENT PURCHASE
OBLIGATIONS

The following resolution was adopted:

WHEREAS, pursuant to Chapter 754 of the Acts of the General Assembly of Virginia of 1984, the General Assembly has approved the financing of the acquisition and renovation of a motor pool facility (the "Project") by The Rector and Visitors of the University of Virginia (the "University") through the issuance of revenue obligations of the University under the provisions of Chapter 3, Title 23, Code of Virginia of 1950, as amended (the "Act");
WHEREAS, the University, by approval of the Executive Committee of its Board of Visitors, has entered into a Real Estate Option Agreement (the "Option Agreement") dated August 6, 1984 with Pepsi Cola Bottling Company of Central Virginia (the "Seller") pursuant to which the Seller has granted the University an option, exercisable on or before December 15, 1984, to purchase certain land and improvements thereon owned by the Seller and suitable for the Project;
WHEREAS, the Seller has further agreed that in the event such option is exercised it will execute and deliver, and the purchase and sale of the Project will
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be consummated pursuant to the terms of, the Real Estate Contract of Sale (the "Installment Sales Contract") to be dated as of January 3, 1985 and to be otherwise in the form thereof which is attached to the Option Agreement;
WHEREAS, the Installment Sales Contract provides, among other things, for the payment by the University to the Seller of the principal sum of $1,000,000 in installments with interest thereon at the rate of 10% per annum from January 3, 1985 (together, the "Installment Obligations"), payable at the times on or before December 31, 1989 and from the limited sources provided therein as required by the Act;
WHEREAS, copies of the Option Agreement and the Installment Sales Contract have been furnished to the Board of Visitors of the University (the "Board");
WHEREAS, the University now proposes to exercise the option to purchase the Project as provided for in the Option Agreement and the Installment Sales Contract; and
WHEREAS, the State Treasurer has determined that the acquisition of the Project by the University and its incurrence of the Installment Obligations upon the terms set forth in the Installment Sales Contract is financially feasible;

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NOW, THEREFORE, BE IT HEREBY RESOLVED:
Section 1. The exercise of the option to purchase the Project and the incurrence of the Installment Obligations by the University upon the terms set forth in the Installment Sales Contract are hereby approved.
Section 2. The Installment Obligations shall not be general obligations of the University, but shall be limited obligations of the University payable solely from revenues generated from auxiliary enterprises, including without limitation, student bus fees and parking income, not otherwise pledged or encumbered.
Section 3. Paragraph 1(B) of the Installment Sales Contract provides that $700,000 of the Installment Obligations shall be evidenced by seven notes issued by the University, each in the amount of $100,000, dated January 3, 1985, bearing interest at 10% per annum, and payable as to principal in full on December 31, 1989 (the "Notes") subject to the right of the Seller to demand prepayment thereof in full upon 60 days written notice to the University. The Seller has agreed that in lieu of such prepayment, if requested by the University, it shall sell the Notes to the University's Endowment Fund at a price of par plus accrued and unpaid interest.

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Section 4. The Notes shall be signed by the manual or facsimile signature of the Rector of the University and the University's seal shall be affixed thereto or imprinted thereon and attested by the manual signature of its Secretary. The Notes shall be in such form, consistent with Section 3 hereof and the Installment Sales Contract, and shall contain such other customary provisions under the Act as shall be determined by the Rector of the University, his execution of the Notes to constitute conclusive evidence of such approval.
Section 5. The Vice President for Business and Finance is hereby authorized and directed, in the name of and on behalf of the University, to execute and deliver the Installment Sales Contract and such documents, certificates and instruments and to take all such further action as he may consider necessary or desirable in connection with the purchase of the Project, the incurrence by the University of the Installment Obligations and the issuance of the Notes.
Section 6. In the event the Seller demands prepayment of one or more of the Notes at any time or from time to time, the University's Endowment Fund, as and when so directed by the Vice President for Business
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and Finance or other appropriate official of the University, is hereby authorized and directed to purchase such Note or Notes from the Seller on or before the date specified for such prepayment. The authorization and direction provided for in this section shall be irrevocable until the Notes are paid in full.
Section 7. The Executive Committee of the Board is hereby authorized and empowered to take any and all action it may deem necessary or desirable in connection with the authorization, sale, issuance and delivery of the Notes, the consummation of borrowings under the Installment Sales Contract and the taking of subsequent actions by the Endowment Fund to effect the purchase of the Notes in accordance with Sections 3 and 6 herein that may be deemed to require approval not previously given herein by the Board.
Section 8. All covenants, obligations and agreements of the University contained or referred to in this resolution shall be deemed to be covenants, obligations and agreements of the University to the full extent permitted by the Constitution and laws of the Commonwealth of Virginia. No covenant, obligation or agreement contained or referred to herein shall be deemed to be a covenant,
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obligation or agreement of any present or future member of the Board or any officer, agent or employee of the University in his individual capacity, and no individual executing the Installment Sales Contract or the Notes shall be liable personally on the Installment Obligations or the Notes or be subject to any personal liability or accountability by reason of the issuance thereof. No officer, agent or employee of the University shall incur any personal liability in acting or proceeding or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this resolution.
Section 9. In accordance with the Act, the Governor of Virginia is hereby requested to approve the execution of the Installment Sales Contract and the issuance of the Notes by the University pursuant to this resolution.
Section 10. This resolution shall be effective immediately, subject to the approval of the Governor of Virginia as set forth in the preceding section hereof.