 | Board of Visitors minutes January 11, 1935 |  |
RESOLUTION NO. I
RESOLVED BY THE BOARD OF VISITORS OF THE RECTOR AND VISITORS OF THE UNIVERSITY OF
VIRGINIA, A STATE INSTITUTION IN THE COMMONWEALTH OF VIRGINIA, as follows:
Section 1. That the following Loan Agreement, referred to in the recitals hereof,
and in form substantially as follows, be, and the same hereby is, approved:
1. Purpose of Agreement. Subject to the terms and conditions of this Agreement,
the United States of America, (herein called the "Government") will, by loan and grant not
exceeding in the aggregate the sum of $208,500.00 (herein called the "Allotment"), aid
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA, Charlottesville, Albemarle County,
Virginia, (herein called the "Borrower") in financing a project, (herein called the
"Project"), consisting substantially of the construction of a three-story and basement
fireproof addition to existing hospital building at Charlottesville, Virginia, all pursuant
to the Borrower's application (herein called the "Application"), P. W. A. Docket No. 4881.
and Statutes of the Commonwealth of Virginia, (herein called the "State").
2. Amount and Method of Making Loan. The Borrower will sell and the Government
will buy, at the principal amount thereof plus accrued interest, $158,000.00 aggregate
principal amount of negotiable coupon bonds (herein called the "Bonds"), of the description
outlined below, or such other description as may be satisfactory to the Borrower
and to the Administrator, bearing interest at the rate of 4 percent per annum, payable
semi-annually from date until maturity, less such amount of the Bonds, if any, as the
Borrower may sell to purchasers other than the Government.
(a) Date: January 1, 1935.
(b) Denomination: $1000.00.
(c) Place of Payment: At the office of the Bursar of the Borrower, Charlottesville,
Virginia, or, at the option of the holder, at a Bank or Trust Company
in the Borough of Manhattan, City and State of New York.(d) Registration Privileges: Registerable as to principal only, or as to both
principal and interest.(d) Maturities: Payable, without option of prior redemption, on the first day of
January in years and amounts as follows:1937 - 1955, both inclusive, $5,000.00
1956 - 1964, both inclusive, $7,000.00
(f) Security: Special obligations of the Borrower, payable from and secured by a
first and exclusive pledge of a fixed amount of the gross revenues and receipts
derived directly or indirectly from the operation of the Project, which amount
shall be sufficient to pay the interest and principal on such obligations when
due and payable.
3. Amount and Method of Making Grant. The Government will make and the Borrower
will accept, whether or not any or all of the Bonds are sold to purchasers other than the
Government, a grant (herein called the "Grant"), in an amount equal to 30 per centum of the
cost of the labor and materials employed upon the Project. The determination by the Federal
Emergency Administrator of Public Works (herein called the "Administrator") of the cost of
the labor and materials employed upon the Project shall be conclusive. The Government will
make part of the Grant by payment of money and the remainder of the Grant by cancellation of
Bonds or interest coupons, or both. If all of the Bonds are sold to purchasers other than
the Government, the Government will make the entire Grant by payment of money. In no event
shall the Grant, whether made partly by payment of money and partly by cancellation, or
wholly by payment of money, be in excess of $60,000.00.
4. Bond Proceedings. When the Agreement has been executed, the Borrower (unless
it has already done so) shall promptly take all proceedings necessary for the authorization
and issuance of the Bonds.
5. Bond and Grant Requisitions. From time to time, after the execution of this
Agreement, the Borrower shall file a requisition with the Government requesting the Government
to take up and pay for Bonds or to make a payment on account of the Grant. Each
requisition shall be accompanied by such documents as may be requested by the Administrator
(a requisition together with such documents being herein collectively called a "Requisition").
6. Bond Purchases. If a Requisition requesting the Government to take up and pay
for Bonds is satisfactory in form and substance to the Administrator, the Government, within
a reasonable time after the receipt of such Requisition, will take up and pay for Bonds,
having maturities satisfactory to the Administrator, in such amount as will provide, in the
judgment of the Administrator, sufficient funds for the construction of the Project for a
reasonable period. Payment for such Bonds shall be made at a Federal Reserve Bank to be
designated by the Administrator or at such other place or places as the Administrator may
designate, against delivery by the Borrower of such Bonds, having all unmatured interest
coupons attached thereto, together with such documents as may be requested by the Administrator.
The Government shall be under no obligation to take up and pay for Bonds beyond
the amount which in the judgment of the Administrator is needed by the Borrower to complete
the Project.
7. Grant by Payment of Money. If a Requisition requesting the Government to make
a payment on account of the Grant is satisfactory in form and substance to the Administrator,
the Government will pay to the Borrower at such place or places as the Administrator may
designate against delivery by the Borrower of its receipt therefore, a sum of money equal to
the difference between the aggregate amount previously paid on account of the Grant, and
(a) 25 per centum of the cost of the labor and materials shown in the Requisition
to have been employed upon the Project if the Requisition shows that the Project
has not been completed, or(b) 30 per centum of the cost of such labor and materials if the Requisition shows
that the Project has been completed and that all costs incurred in connection
therewith have been determined;
provided, however, that the part of the Grant made by payment of money to the Borrower
shall not be in excess of the difference between the Allotment and the amount paid (not
including the amount paid as accrued interest) for the Bonds taken up by the Government.
The Government reserves the right to make any part of the Grant by cancellation of Bonds
or interest coupons or both, rather than by payment of money if, in the judgment of the
Administrator, the Borrower does not need the money to pay costs incurred in connection
with the construction of the Project.
8. Grant by Cancellation of Bonds. If the Borrower, within a reasonable time
after the completion of the Project, shall have filed a Requisition, satisfactory in form
and substance to the Administrator, then the Government will cancel such bonds and interest
coupons as may be selected by the Administrator in an aggregate amount equal (as
nearly as may be) to the difference between 30 per centum of the cost of the labor and
materials employed upon the Project and the part of the Grant made by payment of money.
sufficient to permit compliance with provisions of this Paragraph, unless payment of such
difference shall have been otherwise provided for by the Government.
9. Grant Advances. At any time after the execution of this Agreement the Government
may, upon request of the Borrower, if in the judgment of the Administrator the circumstances so warrant, make advances to the Borrower on account of the Grant, but such advances
shall not be in excess of 30 per centum of the cost of the labor and materials to
be employed upon the Project, as estimated by the Administrator.
10. Deposit of Bond Proceeds and Grant; Bond Fund, Construction Accounts. The
Borrower shall deposit all accrued interest which it receives from the sale of the Bonds
at the time of the payment therefor and any payment on account of the Grant which may be
made under the provisions of Paragraph 8, hereof, into an interest and bond retirement
fund account (herein called the "Bond Fund") promptly upon the receipt of such accrued
interest or such payment on account of the Grant. It will deposit the remaining proceeds
from the sale of the Bonds (whether such Bonds are sold to the Government or other purchasers)
and the part of the Grant made by payment of money under the provisions of Paragraph
7, hereof, promptly upon the receipt of such proceeds or payments in a separate account or
accounts (each of such separate accounts herein called a "Construction Account"), in a
bank or banks which are members of the Federal Reserve System and of the Federal Deposit
Insurance Corporation and which shall be satisfactory at all times to the Administrator.
11. Disbursement of Monies in Construction Accounts and in Bond Fund. The Borrower
shall expend the monies in a Construction Account only for such purposes as shall have been
previously specified in Requisitions filed with the Government and as shall have been approved
by the Administrator. Any monies remaining unexpended in any Construction Account
after the completion of the Project which are not required to meet obligations incurred in
connection with the construction of the Project shall either be paid into the Bond Fund, or
said monies shall be used for the purchase of such of the Bonds as are then outstanding at
a price not exceeding the principal amount thereof plus accrued interest. Any Bonds so
purchased shall be cancelled and no additional Bonds shall be issued in lieu thereof. The
monies in the Bond Fund shall be used solely for the purpose of paying interest on and
principal of the Bonds.
12. Other Financial Aid from the Government. If the Borrower shall receive any
funds (other than those received under this Agreement) directly or indirectly from the Government,
or any agency or instrumentality thereof, to aid in financing the construction of
the Project, to the extent that such funds are so received the Grant shall be reduced, and
to the extent that such funds so received exceed the part of the Grant which would otherwise
be made by payment of money, the aggregate principal amount of Bonds to be purchased
by the Government shall be reduced.
13. Construction of Project. Not later than upon the receipt by it of the first
Bond payment, the Borrower will commence or cause to be commenced the construction of the
Project, and the Borrower will thereafter continue such construction, or cause it to be
continued to completion with all practicable dispatch, in an efficient and economical manner,
at a reasonable cost and in accordance with the provisions of this Agreement, plans,
drawings, specifications and construction contracts which shall be satisfactory to the
Administrator, and under such engineering supervision and inspection as the Administrator
may require. Except with the written consent of the Administrator, no materials or equipment
for the Project shall be purchased by the Borrower subject to any chattel mortgage,
or any conditional sale or title retention agreement.
14. Construction Work. All work on the Project shall be done subject to the rules
and regulations adopted by the Administrator to carry out the purposes and control the Administration
of the Act. By the act of executing this Agreement the Borrower acknowledges
receipt of a copy of the rules and regulations set out in Bulletin No. 2, Non-Federal
Projects revised March 3, 1934, entitled "P. W. A. REQUIREMENTS as to BIDS, CONTRACTORS'
BONDS, AND CONTRACT, WAGE AND LABOR PROVISIONS AND GENERAL INSTRUCTIONS as to APPLICATIONS
AND LOANS AND GRANTS", and covenants that said rules and regulations, with all blank spaces
filled in as provided in said Bulletin, will be incorporated verbatim in ALL CONSTRUCTION
CONTRACTS for work on the Project.
15. Force Account. All construction work on the Project shall be done under contract,
provided, however, that if prices in the bids are excessive, the Borrower reserves
the right, anything in this Agreement to the contrary notwithstanding, to apply to the
Administrator for permission to do all or any part of the Project on a force account basis.
16. Restriction as to Contractors. The Borrower shall receive no bid from any
contractor, nor permit any contractor to receive any bid from any sub-contractor, who has
not signed U. S. Government Form No. P. W. A. 61, revised March, 1934.
17. Bonds and Insurance. Construction contracts shall be supported by adequate
surety or other bonds or security satisfactory to the Administrator for the protection of
the Borrower, or materialmen, and of labor employed on the Project or any part thereof.
The contractor under any construction contract shall be required to provide public liability
insurance in an amount satisfactory to the Administrator.
18. Information. During the construction of the Project the Borrower will furnish
to the Government all such information and data as the Administrator may request as to the
construction, cost and progress of the work. The Borrower will furnish to the Government
and to any purchaser from the Government of 25 per centum of the Bonds, such financial
statements and other information and data relating to the Borrower as the Administrator or
any such purchaser may at any time reasonably require.
19. Representations and Warranties. The Borrower represents and warrants as
follows:
(a) Litigation. No litigation or other proceedings are now pending or threatened
which might adversely affect the Bonds, the security therefore, the construction
of the Project, or the financial condition of the Borrower;(b) Financial Condition. The character of the assets and the financial condition
of the Borrower are as favorable as at the date of the Borrower's most recent
financial statement, furnished to the Government as a part of the Application,
and there have been no changes in the character of such assets or in such
financial condition except such changes as are necessary and incidental to the
ordinary and usual conduct of the Borrower's affairs;(c) Fees and Commissions. It has not and does not intend to pay any bonus, fee
or commission in order to secure the loan or grant hereunder;(d) Affirmation. Every statement contained in this Agreement, in the Application,
and in any supplement thereto or amendment thereof, and in any other document
submitted to the Government is correct and complete, and no relevant fact
materially affecting the Bonds, the security therefor, the Grant or the Project,
or the obligations of the Borrower under this Agreement has been omitted therefrom.
20. Bond Circular. The Borrower will furnish all such information in proper form
for the preparation of a Bond Circular and will take all such steps as the Government or any
purchaser or purchasers from the Government of not less than 25 per centum of the Bonds may
reasonably request to aid in the sale by the Government or such purchaser or purchasers of
any or all of the Bonds.
21. Expenses. The Government shall be under no obligation to pay any costs,
charges or expenses incident to compliance with any of the duties or obligations of the Borrower
under this Agreement including, without limiting the generality of the foregoing, the
cost of preparing, executing and delivering the Bonds, and any legal, engineering and accounting
costs, charges or expenses incurred by the Borrower.
22. Waiver. Any provision of this Agreement may be waived or amended with the
consent of the Borrower and the written approval of the Administrator, without the execution
of a new or supplemental agreement.
23. Interest of Member of Congress. No member of or Delegate to the Congress of
the United States of America shall be admitted to any share or part of this Agreement, or to
any benefit to arise thereupon.
24. Validation. The Borrower hereby covenants that it will institute, prosecute
and carry to completion in so far as it may be within the power of the Borrower, any and all
acts and things to be performed or done to secure the enactment of legislation or to accomplish
such other proceedings, judicial or otherwise, as may be necessary, appropriate or
advisable to empower the Borrower to issue the Bonds and to remedy any defects, illegalities
and irregularities in the proceedings of the Borrower relative to the issuance of the Bonds
and to validate the same after the issuance thereof to the Government, if in the judgment
of the Administrator such action may be deemed necessary, appropriate or advisable. The
Borrower further covenants that it will procure and furnish to the Government, as a condition
precedent to the Government's obligations hereunder a letter from the Governor of the
State stating that if in the judgment of the Administrator it may be advisable to enact
legislation to empower the Borrower to issue the Bonds or to remedy any defects, illegalities
or irregularities in the proceedings of the Borrower relative to the issuance thereof
or to validate the same, said Governor will recommend and co-operate in the enactment of
such legislation.
25. Naming of Project. The Project shall never be named except with the written
consent of the Administrator.
26. Undue Delay by the Borrower. If in the opinion of the Administrator, which
shall be conclusive, the Borrower shall delay for an unreasonable time in carrying out any
of the duties or obligations to be performed by it under the terms of this Agreement, the
Administrator may cancel this Agreement.
27. Conditions Precedent to the Government's Obligations. The Government shall
be under no obligation to pay for any of the Bonds or to make any Grant:
(a) Financial Condition and Budget. If, in the judgment of the Administrator, the
financial condition of the Borrower shall have changed unfaborably in a
material degree from its condition as theretofore represented to the Government,
or the Borrower shall have failed to balance its budget satisfactorily or
shall have failed to take action reasonably designed to bring the ordinary
current expenditures of the Borrower within the prudently estimated revenues
thereof;(b) Cost of Project. If the Administrator shall not be satisfied that the Borrower
will be able to complete the Project for the sum of $208,500.00, or that
that Borrower will be able to obtain, in a manner satisfactory to the Administrator,
any additional funds which the Administrator shall estimate to be
necessary to complete the Project;(c) Compliance. If the Administrator shall not be satisfied that the Borrower
has complied with all the provisions contained in this Agreement or in the
proceedings authorizing the issuance of the Bonds, theretofore to be complied
with by the Borrower;(d) Legal Matters. If the Administrator shall not be satisfied as to all legal
matters and proceedings affecting the Bonds, the security therefor or the
construction of the Project;(e) Representations. If any representation made by the Borrower in this Agreement
or in the Application or in any supplement thereto or amendment thereof,
or in any document submitted to the Government by the Borrower shall be found
by the Administrator to be incorrect or incomplete in any material respect;(f) Maturity of Bonds Sold to Government. If, in the event that some of the Bonds
are sold to purchasers other than the Government, the maturities of the remaining
Bonds are not satisfactory to the Administrator;(g) Bond Resolution. If the Borrower shall not adopt a bond resolution satisfactory
in form, substance and sufficiency to the Administrator;(h) Rate Ordinance. If the ordinance fixing the rates and charges for services
rendered by the Project is not satisfactory in form and substance to the Administrator.
28. Statements. The Borrower will furnish to the Government, so long as the Government
holds any of the Bonds, and upon request, to any holder of 25% of the bonds, not more
than 30 days after the close of each six months' fiscal period, complete operating and income
more than sixty days after the close of each fiscal year, complete financial statements
(certified by the Borrower's Auditors) of the Project and the unit of which it is a part,
covering such fiscal year.
This Agreement shall be binding upon the parties hereto when a copy thereof, duly
executed by the Borrower and the Government, shall have been received by the Borrower. This
Agreement shall be governed by and be construed in accordance with the laws of the State.
If any provision of this Agreement shall be invalid in whole or in part, to the extent it
is not invalid it shall be valid and effective and no such invalidity shall affect, in whole
or in part, the validity and effectiveness of any other provision of this Agreement or the
rights or obligations of the parties hereto, provided, however, that in the opinion of the
Administrator, this Agreement does not then violate the terms of the Act.
IN WITNESS WHEREOF, the Borrower and the Government have respectively caused this
Agreement to be duly executed as of
APPROVED:
__________
Governor.
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA
By,_________________________
ATTEST:
__________
UNITED STATES OF AMERICA,
By,_________________________
Federal Emergency Administrator of Public Works.
Section 2. Frederic W. Scott, the Rector, (and as such, the chief executive officer)
of The Rector and Visitors of the University of Virginia, is hereby authorized and directed
to execute and deliver said Loan Agreement in substantially the form set forth in Section 1
hereof, in three counterparts, in the name and on behalf of The Rector and Visitors of the
University of Virginia; and E. I. Carruthers, Secretary of the Board of Visitors of The
Rector and Visitors of the University of Virginia, and as such, the official keeper of the
seal of said Corporation, is hereby authorized and directed to annex the official or corporate
seal of The Rector and Visitors of the University of Virginia to said Loan Agreement,
and to attest the same.
Section 3. J. L. Newcomb, the President of the University of Virginia, and Hollis
Rinehart, Chairman of the "New Buildings Committee" of the Board of Visitors of The Rector
and Visitors of the University of Virginia, or either of them, or any person or persons
designated in an instrument in writing, signed by them, are hereby authorized and empowered
on behalf of The Rector and Visitors of the University of Virginia, to make and file such
requisitions, furnish such statements, certificates, or reports to the United States of
America, or others, and to execute and deliver such other instruments or documents, and to
do and perform all such other acts and things as may be necessary, proper or convenient for
the purpose of performing the obligations on the part of The Rector and Visitors of the
University of Virginia, to be performed pursuant to said Loan Agreement.
Section 4. Pursuant to Section 6e of the Acts of the General Assembly of the Commonwealth
of Virginia, hereinabove in the recitals hereof referred to, the Board of Visitors of
The Rector and Visitors of the University of Virginia, hereby make the following determinations:
(a) The revenues and receipts to be deemed as derived directly or indirectly from
the project for the erection of which the bonds mentioned and described in the said Loan
Agreement are to be issued are amounts received from rental of private rooms in said new
addition to the Hospital building of the University of Virginia, collected from patients admitted
to and treated in said addition to said Hospital building during the first year of
operation thereof, beginning after the completion of the construction and equipping of the
project in an aggregate amount not exceeding $27,322.00, but this figure shall not include
any funds received or receivable from the Commonwealth of Virginia.
(b) The costs and expenses of the operation and maintenance of the project for the
erection of which the bonds mentioned and described in said Loan Agreement are to be issued,
are the reasonable expense to the University of Virginia for the operation and maintenance
of such project up to the end of the first year, beginning after the completion of the construction
and equipping of the project, including, without limiting the generality of the
foregoing, charges for heating, lighting, power, janitor service, water, telephone, supplies,
maintenance, repairs, insurance, laundry, food and salaries of employees, in the aggregate
not exceeding $20,370.00, (but not including salaries of the Executive Staff).
Section 5. This Resolution shall be submitted to the Governor of the Commonwealth
of Virginia for his approval, and shall take effect immediately ypon his approval thereof.
The foregoing Preamble and Resolution was read in full once to the meeting, and
thereupon, upon motion of Mr. Garnett, seconded by Mr. R. Gray Williams, the said Resolution
was adopted by the following vote:
AYES: Messrs. Corbitt, Lewis C. Williams, R. Gray Williams, Garnett, Rinehart and
Mrs. Munford.
NAYS: None.
Mr. Garnett introduced the following Resolution in writing:
| Board of Visitors minutes January 11, 1935 | |