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Board of Trustees
114 Tillman Hall
Rock Hill, SC 29733, USA
803/323-2225
803/323-3001 (fax)
trustees@winthrop.edu

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

IN THE HEART OF THE CAROLINAS
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