Board of Visitors minutes :: February 7, 1997 :: University of Virginia Library

WHEREAS pursuant to Chapter 3.2, Title 23 of the code of Virginia of 1950, as amended (the "Act"), the General Assembly of Virginia has authorized the Virginia College Building Authority (the "Authority) to develop a pooled bond program (the "Program") to purchase bonds and other debt instruments issued by public institutions of higher education in,the Commonwealth of Virginia (the "Institutions") to finance or refinance the construction of projects of capital improvement specifically included in a bill passed by a majority of those elected to each house of the General Assembly of Virginia (the "Projects"); and
WHEREAS the Authority intends to issue from time to time under the Program its Education Facilities Revenue Bonds (Pooled Bond Program) (the "Bonds") to finance the purchase of bonds and other debt instruments issued by the Institutions to finance or refinance the Projects, all in the furtherance of the purposes of the Act and the Program; and
WHEREAS if The Rector and Visitors of the University of Virginia (the "Institution") wish to finance or refinance a Project through the Program, it will be necessary for the Institution to enter into a Loan Agreement between the Authority and the Institution pursuant to which the Authority will agree to issue its Bonds to provide funds to purchase the Loan Agreement and Institution will agree to use the proceeds received from the Authority to finance or refinance the construction of the Project and to make payments in sums sufficient to pay, among other administrative and arbitrage rebate payments, the principle of, premium, if any, and interest due on that portion of the Bonds issued to purchase the Loan Agreement; and
WHEREAS in order to finance or refinance the Parking for 600 Vehicles and Infrastructure Improvements (the "First Project"), the Institution proposes to sell to the Authority its Loan Agreement (the "First Loan Agreement"); and
WHEREAS there has been presented to the Board's Secretary a proposed form of the First Loan Agreement; and
WHEREAS it is the desire of the Board to approve the participation by the Institution in the Program and the execution and delivery of the First Loan Agreement on terms and conditions substantially in accordance with the form presented to the Board's Secretary and, similarly, to authorize officers of the Institution to execute and deliver in the name of and on behalf of the Institution, the First Loan Agreement and any and all documents necessary to effectuate the Program with the Authority and to facilitate the purchase of the Loan Agreement by the Authority; and
WHEREAS it is the desire of the Board to approve the further participation by the Institution in the Program and to authorize the execution and delivery of such other Loan Agreements on terms and conditions substantially similar to the First Loan Agreement and to similarly authorize certain officers of the Institution to execute and deliver in the name of and on behalf of the Institution, all Loan Agreements and any and all future documents necessary to effectuate the Program with the Authority and to facilitate the purchase of the Loan Agreements by the Authority; and
RESOLVED by The Board of Visitors of the Institution that the participation of the Institution in the Program is hereby approved, and the Executive Vice President and Chief Financial Officer is authorized to execute on behalf of the University the First Loan Agreement; and
RESOLVED FURTHER that the President of the Institution and/or the Executive Vice President and Chief Financial Officer of the Institution are hereby further delegated and invested with full power and authority to execute and deliver, on behalf of the Board, (a) the First Loan Agreement in substantially the form submitted to the Board's Secretary with such changes, insertions or omissions as may be approved by the President or the Executive Vice President and Chief Financial Officer, whose approval shall be evidenced conclusively by the execution and delivery of the First Loan Agreement and (b) any and all other documents, instruments of certificates as may be deemed necessary to consummate the Program, the construction of the First Project and the Institution's participation in the Program and further to carry out the purposes and intent of this resolution; and
RESOLVED FURTHER that the President of the Institution and/or the Executive Vice President and Chief Financial Officer of the Institution are hereby delegated and invested with full power and authority to execute and deliver, on behalf of the Board, (a) such future Loan Agreements in substantially the form of the First Loan Agreement with such changes, insertions or omissions as may be approved by the President or the Executive Vice President and Chief Financial Officer, whose approval shall be evidenced conclusively by the execution and delivery of the future Loan Agreement and (b) any and all other documents, instruments of certificates as may be deemed necessary to consummate the Program, the construction of the Projects and the Institution's participation in the Program and further to carry out the purposes and intent of this resolution in the future, it being the intent of the Board that no further action on behalf of the Board shall be necessary to empower the President and/or the Executive Vice President and Chief Financial Officer of the Institution to execute and deliver such future Loan Agreements and other documents as may be deemed necessary in order for the Institution to participate in the Program in the future; and
RESOLVED FURTHER that the authorizations given above as to the execution and delivery of the First Loan Agreement are subject to the following parameters: (a) that the principal amount to be paid under the First Loan Agreement shall not be greater than the amount authorized for the First Project by the General Assembly of Virginia, including any adjustments permitted by law; (b) that the interest rate payable under the First Loan Agreement shall not exceed a "true" or "Canadian" interest cost more than 50 base points higher than the interest rate for "AA" rated securities with comparable maturities, as reported by Delphis-Hanover, or another comparable service or index, taking into account original issue discount or premium, if any; (c) that the weighted average maturity of the principal payments due under the First Loan Agreement shall not be in excess of 20 years; (d) that the last principal payment date under the First Loan Agreement shall not extend beyond the period of the reasonably expected economic life of the First Project; and (e) that the financing of the First Project and the terms and provisions of the First Loan Agreement will comply with the Alternative Construction and Financing Guidelines issued by the Commonwealth's Secretary of Finance; and
RESOLVED FURTHER that the authorizations given above as to the execution and delivery of any future Loan Agreements are subject to the following parameters: (a) that the principal amount to be paid under such Loan Agreements shall not be greater than the amount authorized for the Projects by the General Assembly of Virginia, including any adjustments permitted by law; (b) that the interest rate payable under the First Loan Agreement shall not exceed a "true" or "Canadian" interest cost more than 50 base points higher than the interest rate for "AA" rated securities with comparable maturities, as reported by Delphis- Hanover, or another comparable service or index, taking into account original issue discount or premium, if any; (c) that the weighted average maturity of the principal payments due under such Loan Agreements shall not be in excess of 20 years; (d) that the last principal payment date under such Loan Agreements shall not extend beyond the period of the reasonably expected economic life of the Projects being financed; and (e) that the financing of the Projects and the terms and provisions of such Loan Agreements will comply with the Alternative Construction and Financing Guidelines issued by the Commonwealth's Secretary of Finance; and
RESOLVED FURTHER that the Board acknowledges, on behalf of the Institution, that if the Institution fails to make any payments due under Loan Agreement, including the First Loan Agreement, the Program authorizes the State Comptroller to charge against the appropriations available to the Institution all future payments of principal of and interest on that Loan Agreement when due and payable and to make such payments to the Authority or its designee, as the holder of the Loan Agreement, so as to ensure that no future default will occur on such Loan Agreement; and
RESOLVED FURTHER that the Board agrees that if the Authority determines that the Institution is an "obligated person" under Rule 15c2-12 of the Securities and Exchange Commission with respect to any issue of Bonds, the Institution will enter into a continuing disclosure undertaking in form and substance satisfactory to the Authority and the Institution and will comply with the provisions and disclosure obligations contained therein; and
RESOLVED FURTHER that this resolution shall take effect immediately upon its adoption.