RESOLUTION
TO AUTHORIZE THE ISSUANCE OF DEBT BY WINTHROP
UNIVERSITY NOT TO EXCEED $5.5 MILLION FOR THE
PURPOSE OF MAKING CERTAIN ENERGY SAVINGS
ALTERATIONS
WHEREAS, the Board of Trustees (the “Board”) of Winthrop University (the
“University”) intends to improve the University’s energy performance by
expanding, acquiring, installing, renovating or constructing the
following items:
(1) the campus chilled water system;
(2) the campus web based automation system;
(3) Dinkins HVAC system and roof rehabilitation;
(4) the chilled water plant;
(5) the central energy plant boiler economizers;
(6) steam and condensate system;
(7) the science building operations/system optimization;
(8) water conservation;
(9) coliseum and controls upgrades;
(10) and motor replacements.
WHEREAS, the Board of Trustees of
Winthrop University has determined that a true and real need exists for
the improvements described above, and
WHEREAS, it is now necessary and in the best interest of the University
to borrow funds in order to effect these upgrades, and
WHEREAS, the savings realized from these energy management improvements
will more than service the necessary debt incurred in making the
improvements;
WHEREAS, the Board has been advised that the costs of the energy
management improvements may be financed; and
WHEREAS, the Board has determined to delegate to the University’s Vice
President for Finance and Business the responsibility for, and the
authorization to, determine the most advantageous method of financing
the costs of such energy management improvements, and to take all
actions and to do all things necessary to implement such financing;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES AT WINTHROP
UNIVERSITY, IN A MEETING DULY ASSEMBLED:
(1) The University is authorized to
borrow funds not to exceed $5,500,000 in order to finance the
aforementioned energy improvements. The Vice President for Finance and
Business of the University is hereby directed to maintain a copy of
this declaration in the files and records of the University.
(2) The Vice President for Finance and Business is hereby directed and
authorized to determine the most advantageous method for financing the
costs of the energy management improvements. In particular, and
without limiting the generality of the foregoing, the Vice President
for Finance and Business is hereby authorized to evaluate and consider
the possibility that financing be provided (a) pursuant to the Master
Lease Program as described in and authorized by Section 1-1-1020 of
the South Carolina Code of 1976, as amended; (b) by the vendor of the
program pursuant to which the energy management improvements are to be
installed; or (c) by a third-party financial institution selected by
the Vice President for Finance and Business in accordance with such
procedures as he may deem advisable.
(3) The Board further resolves, in the event the Vice President for
Finance and Business determines to finance the costs of the energy
management improvements as described in clause (a) of Section 2 of
this Resolution, that:
(a) the University lease from Banc
of America Leasing & Capital, LLC, a Delaware limited liability
company, hereinafter referred to as “Lessor,” such items upon such
terms and conditions, as the Vice President for Finance and Business
may deem necessary or advisable;
(b) the Vice President for Finance and Business be, and hereby is,
authorized, directed, and empowered, in the name of the University,
to execute and deliver to Lessor, and Lessor is requested to accept,
such deeds, bills of sale, and other instruments to effect any such
sale, and any lease that may be required by Lessor in connection
with such leasing of personal property.
(c) the Vice President for Finance and Business be, and hereby is,
authorized, directed, and empowered, in the name of the University,
to do or cause to be done all such further acts and things as he may
deem necessary, advisable, convenient, or proper in connection with
the execution and delivery of any such lease and in connection with
or incidental to the carrying of the same into effect, including
without limitation the execution, acknowledgment, and delivery of
any and all instruments and documents which may be required by
Lessor under or in connection with any such lease.
(4) The Board hereby determines and
declares that it reasonably expects that the principal amount of such
financing, together with the original principal amount of all other
tax-exempt obligations of the University and any entity subordinate
thereto (other than obligations which are private activity bonds not
qualified under Section 145 of the Code) issued in calendar year 2004,
will, in the aggregate, not exceed $10 million. The Board therefore
authorizes the Vice President for Finance and Business to designate
such financing as a “qualified tax-exempt obligation” within the
meaning of Section 265(b)(3)(B) of the Internal Revenue Code of 1986,
as amended.
April 16, 2004
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