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

A RESOLUTION AUTHORIZING THE ISSUANCE OF THE UNIVERSITY OF VIRGINIA HOSPITAL REVENUE BONDS; PLEDGING TO THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH BONDS THE REVENUES OF THE HOSPITAL AS PROVIDED HEREIN; AND SETTING FORTH THE RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH BONDS.
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

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(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, the Board has determined to provide for the issuance of bonds in an aggregate principal amount not to exceed $150,000,000 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, the Board has determined to provide for the issuance from time to time of additional bonds of the University for the purpose of providing funds for paying all or part of the cost of constructing or acquiring any additional hospital facilities or any part thereof and any additions, extensions and improvements to the Hospital as hereinafter defined; and
WHEREAS, there have been presented to the Board by officials of the University a plan of finance for providing funds for costs of the Project and related documents, all of which have been filed in the records of the Board; now, therefore,
BE IT RESOLVED BY THE RECTOR AND 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 "Bonds") to finance costs of the Project (including 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 Bonds shall be specified by the Executive Committee of the Board ("the Executive Committee") subject to the following limitations:
a. Maximum principal amount: $150,000,000.
b. Maturity: On any date not later than December 1, 2024.

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c. Interest rate: Any fixed or variable rate not to exceed 15% (other than Bonds held by a bank pursuant to any credit facility agreement in which case the Bonds may bear interest at the prime rate fixed by such bank, plus, in certain circumstances, a penalty rate not exceeding 2% per annum).
d. Number of series: One or more not to exceed four.
e. Date of Bonds: Any date not later than March 1, 1985.
f. Interest payment dates: On any date not more frequently than monthly.
g. Denominations: Any multiple of $1,000.
h. Form of Bonds: Registered
i. Execution; Medium and Place of Payment: As approved by the Executive Committee consistent with the laws of the Commonwealth.
j. Redemption: On any date approved by the Executive Committee with a premium not to exceed 4%.
k. Sale price: At least par minus (1) a bond discount to underwriters not to exceed 3 1/2%, plus (2) a discount to investors not to exceed 2%.
l. Amount of bond proceeds used to purchase bond insurance, letters of credit and other credit enhancements: Not more than 6% of original principal amount of Bonds.
m. Security: Any revenues of the University of Virginia Hospitals that can be pledged under the laws of the Commonwealth plus the pledge of funds, the entering into covenants and the making of other provisions as may be approved by the Executive Committee and are permissible under the laws of the Commonwealth.
2. Authorization of Resolutions. The Board hereby authorizes the Executive Committee (a) to adopt a master resolution and appropriate series resolutions in the forms 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 agreements with one or more agents for the remarketing of bonds, and take such action as may be necessary or desirable in connection with the issuance and sale of the Bonds.

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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 Bonds as may be approved by the Rector, President, Vice President for Business and Finance or Assistant Vice President for Finance.