 | Board of Visitors minutes October 16, 1933 |  |
PART THREE
MISCELLANEOUS PROVISIONS
1. Conditions Precedent to the Government's Obligations. The Government shall be
under no obligation to make the Grant, or any part thereof:
(a) Cost of Project: If the Government shall not be satisfied that the University
will be able to construct the Project within the cost estimated at the time
when the Grant was approved by it, unless, in the event that additional funds appear
to the Government to be necessary in order to pay in full the cost of the construction171
of the Project, the Government shall be satisfied that the University
will be able to obtain such funds, as needed, through additional borrowing or
otherwise;(b) Compliance: If the University shall not have complied, to the satisfaction
of the Government, with all agreements and conditions contained or referred to in
this Agreement theretofore to be complied with by the University;(c) Legal Matters: If the Government shall not be satisfied as to all legal
matters and proceedings affecting the Project;(d) Representations: If any representations made by the University in this
Agreement, or in the application for the Grant or any other data submitted by the
University shall be found by the Government to be incorrect or incomplete in any
material respect;(e) Financial Conditions: If, in the judgment of the Government the financial
condition of the University shall have changed unfavorably in a material degree
from its condition as theretofore represented to the Government.
No waiver by the Government, express or implied, of any such condition shall constitute
a waiver thereof as applied to any subsequent obligation of the Government under
this Agreement.
2. Deposit of Proceeds. The University will deposit the Grant, and all funds which
it has represented to the Government as on hand or hereafter available for the construction
of the Project, in a Bank or Banks which are members of the Federal Reserve System, in a
special account or accounts.
3. Disbursement of Proceeds. The University will expend the funds in such special
account or accounts only in paying the cost of constructing the Project.
4. Accounts. The University will keep proper books of records and accounts
(separate from all other records and accounts) in which complete and correct entries shall
be made of all transactions relating to the Project.
5. Information. During the construction of the Project, the University will furnish
to the Government all such information and data as the Government's engineers may request as
to the construction, cost and progress of the work.
6. Representations and Warranties. The University represents and warrants as
follows:
(a) Authorization: All necessary authorizations, permits, licenses and approvals
from Federal, State, county, municipal and other authorities have been or will be
obtained for the construction and operation of the Project.(b) Litigation: No litigation or other proceedings are now pending or
threatened which might adversely affect the powers and authority of the University
in reference to the construction or financing of the Project, or the financial condition
of the University.(c) Fees and Commissions: No fee or commission has been or will be paid by
the University, or any of its officers, employees, agents or representatives, and no
agreement to pay a fee or commission has been or will be entered into by or in
behalf of the University or any of its officers, employees, agents or representatives,
in order to secure the Grant hereunder.(d) Affirmation: Every statement contained in this Agreement, in the application
for a Grant, in any supplement thereto or amendment thereof, and any other
data submitted or to be submitted to the Government by or on behalf of the University
is, or when so submitted will be, correct and complete, and no relevant fact
materially affecting the Project or the financing thereof by the University has been
or will be omitted therefrom.
7. Indemnification. The University will indemnify the Government against any loss
or liability incurred by reason of any inaccuracy or incompleteness in any representation
contained herein.
8. Use of Government's Name. Without the prior written consent of the Government,
the University will not refer to this Agreement, or to any Grant authorized or made hereunder,
as an inducement for the purchase of any securities of the University, and will not
permit any purchaser from it of any such securities to do so.
9. Expenses. The University will pay all costs, charges and expenses incident to
compliance with all the terms and conditions of this Agreement on its part to be complied
with, including, without limiting the generality of the foregoing, the cost of preparing,
executing and delivering to the Government all the documents required herein to be furnished
by the University.
10. Supplemental Instruments. Upon request, the University will furnish such data,
agreements and other instruments as the Government may deem necessary or desirable in connection
with the performance of the obligations of the University under this Agreement.
11. Agreement Not for the Benefit of Third Parties. This Agreement is not for the
benefit of any person or corporation other than the parties hereto.
12. Miscellaneous. No rights of the University hereunder shall be assignable
except with the prior written consent of the Government. All obligations of the University
shall cease upon payment in full of all costs of constructing the Project. This agreement
contains the entire agreement between the parties, and shall be governed by and construed
in accordance with the laws of the District of Columbia.
IN WITNESS WHEREOF The Rector and Visitors of the University of Virginia, and The
United States of America, have respectively caused this Agreement to be duly executed as of
the day and year first above written:
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA,
By, Fred W. Scott,
Rector.
Attest:
E. I. Carruthers, Secretary.
THE UNITED STATES OF AMERICA
By, _________________________
Federal Emergency Administrator.
After full consideration of the terms of said Agreement as presented and read to
the Board, and as set out in full hereinabove, the following Resolution was offered by
C. Harding Walker, seconded by C. B. Garnett, and was unanimously adopted:
RESOLVED (1) That this Board doth hereby approve all of the terms of said Agreement
as presented to them, and as set out above, and, on behalf of the University, agrees
thereto.
(2) That the Rector is hereby empowered and requested to execute said Agreement
in the name and on behalf of the University, and the Secretary is hereby empowered and requested
to affix the official seal of the University thereto, and attest the same, and
said Rector and Secretary are hereby empowered and requested to deliver said Agreement on
behalf of the University to the Government.
(3) Said Agreement shall be executed in triplicate.
(4) Furthermore, the President of the University, and the Chairman of the "New
Buildings Committee" of this Board, acting together, are hereby empowered to take all
steps that may be required, and do all things that may be necessary, to the end that each
and every provision of said Agreement may be made effective.
I, E. I. Carruthers, Secretary of the Board of Visitors of The Rector and Visitors
of the University of Virginia, Commonwealth of Virginia, do hereby certify that I have compared
the foregoing extracts from the minutes of the meeting of said Board, held on the 16th
day of October, 1933, at 11:00 A. M., in the office of the President at the University,
with the original minutes of said meeting, appearing in the Minute Book of said Board, which
is in my official possession, and that said extracts are true and correct copies of the
entries appearing in said Minute Book.
I further certify that I have compared the foregoing Resolution of said Board,
which was unanimously adopted at said meeting, with the Resolution appearing in said Minute
Book in my official possession, and that the same is a true and correct copy thereof.
Given under my hand, and the seal of the University of Virginia, this 16th day of
October, 1933.
Secretary.
Mr. George B. Jennings, Jr., President of the Alpha Chapter of the Chi Phi
Fraternity, to which the University made a loan of $20,000, secured on first mortgage, and
a loan of $4,000, secured on second mortgage, under an agreement with the said fraternity,
acting through its Alpha Home Association, for the erection of a chapter house on the
grounds of the University, on which loans the sum of $8,000 has been paid, made application
for extension of the remainder ($16,000) of said loans for a period of 15 years, under the
following terms:
$1,000 to be paid on January 15, 1934; $1,000 on October 18, 1934, and $1,000 each
October 18th thereafter until the loan be fully paid; with the privilege, however, of
anticipating the payments at any interest period; and, that the interest be reduced to 5%
per annum.
On motion, it was
RESOLVED, That the $16,000 balance of the loan to the Alpha Home
Association be extended for 15 years from October 18, 1933, under
the conditions set forth in the above application, except that the
interest rate is to remain 6% per annum, payable semi-annually, and right is
reserved to call the whole debt if default is made in payment of any installment of principal o
interest when due.
Dr. Edwin Wood, Jr., made application for a loan of $4,000 to be secured by first
mortgage on his residence property located on Rugby Road; said loan to be paid $500 annually.
The application having the approval of the Chairman of the Buildings & Grounds Committee and
the President, was granted, the interest rate to be 6% per annum, payable semi-annually.
The Bursar was directed to have the proper papers prepared, passed upon by the Attorney for
the University, and duly recorded.
The meeting then adjourned.
Rector.
Secretary.
| Board of Visitors minutes October 16, 1933 | |