University of Virginia Library



THE RECTOR AND VISITORS OF
THE UNIVERSITY OF VIRGINIA
SERIES RESOLUTION Authorizing and Securing
Fixed/Adjustable Rate Hospital Revenue Bonds
(Series B)
Adopted November 30, 1984


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SERIES RESOLUTION
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA
Fixed/Adjustable Rate Hospital Revenue Bonds (Series B)
Adopted November 30, 1984

INDEX

                     
Page 
Recitals 
ARTICLE I 
DEFINITIONS 
Section 101  Definitions 
Section 102  Use of Words and Phrases  12 
ARTICLE II 
FORM, EXECUTION, DELIVERY, REGISTRATION, TENDER AND PAYMENT OF BONDS 
Section 201  Form of Bonds  13 
Section 202  Issuance of Bonds  27 
Section 203  Determination of Adjustable Interest Rate  28 
Section 204  Determination of Fixed Interest Rate  30 
Section 205  Determination of Interest Rates Generally  33 
Section 206  Purchase of Bonds  33 
Section 207  Rights of Holders of Tendered Bonds  34 
Section 208  Payment of Interest on Bonds  34 
Section 209  Payment of Principal of Bonds  37 
Section 210  Payment of Portion of Purchase Price Attributable to Interest  38 
Section 211  Default of Bank Under Credit Facility  39 
Section 212  Payment of Principal of Bank Bonds  39 
Section 213  No Purchase of Bank Bonds  39 


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Page 
ARTICLE III 
REMARKETING AND PURCHASE OF BONDS 
Section 301  Remarketing of Tendered Bonds  40 
Section 302  Bond Purchase Commitment; Certifications  41 
Section 303  Disposition of Purchased Bonds  41 
Section 304  Bonds Purchased Under Credit Facility  42 
Section 305  No Purchases or Sales After Fixed Rate Date  43 
Section 306  No Sales of Bonds to University  43 
ARTICLE IV 
EXPIRATION OF CREDIT FACILITY; SUBSTITUTE CREDIT FACILITY; MANDATORY TENDER PROVISIONS 
Section 401  Expiration of Credit Facility; Substitute Credit Facility; Alternate Credit Facility  44 
Section 402  Alternate Credit Facility  44 
Section 403  Mandatory Tender Provisions  45 
ARTICLE V 
REDEMPTION OF BONDS 
Section 501  Redemption of Bonds  47 
Section 502  Notice of Redemption  48 
ARTICLE VI 
FUNDS AND ACCOUNTS 
Section 601  Funds and Accounts  50 
Section 602  Application of Money in Sinking Fund Account  50 
Section 603  Application of Money in Interest Account and the Bank Interest Account  52 
Section 604  Application of Money in Redemption Account  52 


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Page 
Section 605  Application of Money in Reserve Account; Replenishment of Reserve Account  53 
Section 606  Investment of Money in Certain Accounts  55 
ARTICLE VII 
THE PAYING AGENT, THE REMARKETING AGENT AND THE INDEXING AGENT 
Section 701  The Paying Agent  56 
Section 702  Certain Rights of the Paying Agent  57 
Section 703  The Remarketing Agent  58 
ARTICLE VIII 
AMENDMENTS AND SUPPLEMENTS 
Section 801  Amendments without Consent of Holders  59 
Section 803  Amendments of Resolutions Prior to Delivery of Bonds  60 
ARTICLE IX 
MISCELLANEOUS 
Section 901  Adoption of Necessary and Appropriate Documents  61 
Section 902  Bond Delivery  61 
Section 903  Governing Law  61 
Section 904  Headings  61 
Section 905  Repeal of Inconsistent Provisions  62 
Section 906  Filings  62 



A SERIES RESOLUTION AUTHORIZING THE ISSUANCE OF $110,000,000 OF THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA FIXED/ADJUSTABLE RATE HOSPITAL REVENUE BONDS (SERIES B) TO PAY THE COST OF CONSTRUCTING AND EQUIPPING A REPLACEMENT HOSPITAL FOR THE EXISTING UNIVERSITY OF VIRGINIA HOSPITAL, EXPANDING AND IMPROVING THE EXISTING HEATING/CHILLER PLANT, CONSTRUCTING ADDITIONAL PARKING FACILITIES, RENOVATING MAJOR PORTIONS OF THE EXISTING HOSPITAL FACILITIES, AND ACQUIRING ADDITIONAL EQUIPMENT; PROVIDING FOR ADJUSTMENTS IN THE INTEREST RATES ON SUCH BONDS; PROVIDING FOR CONVERSION TO A FIXED INTEREST RATE; DETERMINING THE CONDITIONS UNDER WHICH SUCH BONDS MAY BE TENDERED FOR PURCHASE BY THE HOLDERS THEREOF; CREATING CERTAIN FUNDS AND ACCOUNTS; AND APPOINTING THE PAYING AGENT AND THE REMARKETING AGENT.

  • 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") to be governed by a Board of Visitors (hereinafter sometimes called the "Board"), which is vested with the supervision, management and control of the University of Virginia; 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 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

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    of Virginia (hereinafter sometimes called the "Treasury Board") and to be payable only from any one or more of the revenue souces provided therefor in the Act and pledged for their payment, and
  • (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, on October 5, 1984 the Board adopted a resolution providing for the issuance of hospital revenue bonds pursuant to the Act; and
  • WHEREAS, the Board has heretofore determined to construct and equip a new replacement hospital for the existing University of Virginia Hospital, expand and improve the existing heating/chiller plant, renovate major portions of the existing hospital facilities, construct additional parking facilities, expand and improve other portions of the existing hospital facilities, and acquire additional equipment (collectively, the "Project"); and
  • WHEREAS, the Board has determined that the Project is a permissible financing under the Act; and
  • WHEREAS, for the purpose of providing funds, with other available funds, to finance the cost of the Project, the Board has, pursuant to a resolution adopted on October 5, 1984, determined to issue hospital revenue bonds of the University in an aggregate principal amount not to exceed One Hundred Fifty Million Dollars ($150,000,000), said Bonds to mature not later than 40 years from their date and to bear interest at a rate not exceeding 15% per annum (except in the case of Bank Bonds as hereinafter described); and
  • WHEREAS, the Board, pursuant to its resolution adopted on October 5, 1984, has delegated to the Executive Committee of the Board the power to take all action necessary, including the adoption

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    of any resolution, to accomplish the financing of the Project; and
  • WHEREAS, pursuant to such authorization of the Board, the Executive Committee of the Board adopted, on November 30, 1984, a Master Resolution (the "Master Resolution") providing for, among other things, the issuance of hospital revenue bonds of the University in one or more series for the purpose of financing the Project and any Additional Facilities (as defined in the Master Resolution); and
  • WHEREAS, the Executive Committee has determined to adopt a Series Resolution for the purpose of providing for the issuance of hospital revenue bonds of the University to finance, in part, the cost of the Project; now, therefore,
  • BE IT RESOLVED by the Executive Committee of the Board, acting on behalf of, and at the direction of, the Board: