The official minutes of the University of South Carolina Board of Trustees are maintained by the Secretary of the Board. Certified copies of minutes may be requested by contacting the Board of Trustees’ Office. Electronic or other copies of original minutes are not official Board of Trustees' documents.
Board of Trustees
December 13, 1999
Members present were: Mr. William C. Hubbard, Chairman; Mr. Herbert C. Adams; Mr. Arthur S. Bahnmuller; Mr. James Bradley; Mr. William W. Doar, Jr.; Mr. Alexander English; Dr. C. Edward Floyd; Mr. Samuel R. Foster, II; Mrs. Helen C. Harvey; Mr. Toney J. Lister; Mr. Miles Loadholt; Mr. Robert N. McLellan; Ms. Darla D. Moore, via telephone; Mr. Michael J. Mungo; Mr. M. Wayne Staton; Mrs. Inez M. Tenenbaum; Mr. John C. von Lehe, Jr.; Mr. Mack I. Whittle, Jr., Vice Chairman; and Mr. Othniel H. Wienges, Jr. Faculty representative, Professor Caroline Strobel, and student representative, Mr. Malik Husser, were also present. Mr. J. DuPre Miller was absent.
Others present were: President John M. Palms; Secretary Thomas L. Stepp; Executive Vice President for Academic Affairs and Provost Jerome D. Odom; Vice President and Chief Operating Officer J. Lyles Glenn; Trustee Emeritus William L. Bethea, Jr.; Vice President for Business and Finance John L. Finan; Vice President for Student and Alumni Services Dennis A. Pruitt; Vice President for Human Resources Jane M. Jameson; Vice President for Development Charles D. Phlegar; General Counsel Walter (Terry) H. Parham; Director of Facilities Management and University Architect Charles G. Jeffcoat; Chaplain for USC Student Center, Reverend Timothy M. Lijewski; Vice Provost and Executive Dean, Regional Campuses and Continuing Education, Chris P. Plyler; Vice Provost and Dean of Libraries and Information Systems George D. Terry; Interim Dean of the College of Applied Professions Patricia G. Moody; Associate Dean of the College of Applied Professions Suzanne H. Stroman; Interim Chair of the School of Hotel, Restaurant and Tourism Administration Sandra K. Strick; Dean of the College of Pharmacy Farid Sadik; Interim Dean of the College of Education Frederick Medway; Dean of the College of Nursing Mary Ann Parsons; Dean of the School of Public Health Harris Pastides; Associate Vice Provost for Sponsored Programs and Research Ardis M. Savory; Dean of the College of Library and Information Science Fred W. Roper; Dean of the College of Liberal Arts Joan Hinde Stewart; Chancellor of USC Spartanburg John C. Stockwell; Chancellor of USC Aiken Robert E. Alexander; Dean of USC Lancaster Joseph Pappin; Dean of USC Sumter C. Leslie Carpenter; Dean of USC Salkhatchie Carl Clayton; Dean of USC Beaufort Jane Upshaw; Dean of the Graduate School Marcia Welsh; Director of Institutional Planning and Assessment Harry Matthews; Executive Director of the Bicentennial Sally T. McKay; Director of the Department of Internal Audit Alton McCoy; Director of Presidential Communications and Research Peter F. Mackey; Director of Student Life Jerry T. Brewer; USC Sumter Professor John W. Barrett; Professor of the Darla Moore School of Business S. Travis Pritchett; Professor of the College of Liberal Arts Thomas E. Terrill; Assistant Professor of the College of Liberal Arts Jayne F. Mulvaney; Professor of the College of Liberal Arts Ann W. Engin; Professor of the College of Liberal Arts Beverly F. Heisner; Director of Public Affairs Russell McKinney; Associate Director of Periodicals, University Publications, Chris Horn; representative from Media Relations Jason Snyder; and representatives from the media.
Chairman Hubbard called the meeting to order and stated that notice of the meeting had been posted and the press notified as required by the Freedom of Information Act; the agenda and supporting materials had been circulated to the members; and a quorum was present. Mr. Hubbard welcomed everyone to the meeting. The members of the University family were invited to introduce themselves. Mr. Snyder introduced the members of the media who were present. The Reverend Timothy M. Lijewski was invited to deliver the Invocation.
Mr. Hubbard recognized the following faculty members who had recently been awarded honorary faculty titles: Dr. Walter Bailey; Professor S. Travis Pritchett; Professor Thomas E. Terrill; Professor Jayne F. Mulvaney; Professor Ann W. Engin; and Professor Beverly F. Heisner. Chairman Hubbard expressed his appreciation to these faculty members for their service to the University of South Carolina.
Mr. Hubbard stated there were contractual matters with respect to gift naming opportunities and personnel matters with respect to honorary faculty titles, appointments with tenure, transfer of appointment with tenure, honorary degrees, and tenure and promotions which were appropriate for Executive Session. Mr. Hubbard called for a motion to enter Executive Session. Mr. Bradley so moved, and Mr. Staton seconded the motion. The vote was taken, and the motion carried.
The following persons were invited to remain: Dr. Palms, Mr. Stepp, Dr. Odom, Mr. Glenn, Mr. Finan, Ms. Jameson, Dr. Pruitt, Mr. Phlegar, Mr. Parham, Dr. Plyler, Dr. Alexander, Dr. Stockwell, Dr. Clayton, Dr. Pappin, Dr. Carpenter, Dr. Upshaw, Mr. McKinney, Ms. Hyatt, and Ms. Mayfield.
Executive Session
I. Contractual Matter:
II. Personnel Matters:
Return to Open Session
I. Approval of Minutes: The following five sets of minutes had been circulated by mail to the Board for review and were presented for approval:
A. Ad Hoc Committee on Advancement, September 30, 1999
B. Academic Affairs & Faculty Liaison Committee, September 30, 1999
C. Executive Committee, September 30, 1999
D. Student-Trustee Liaison Committee, September 30, 1999
E. Executive Committee, October 14, 1999
F. Board of Trustees, October 14, 1999
Trustees had been given a revised first page of the Academic Affairs and Faculty Liaison Committee minutes which correctly stated the meeting’s starting time as 1:30 p.m.
There were no other additions, deletions, or corrections to the minutes. They stood approved as distributed.
II. Committee Reports
A. Academic Affairs and Faculty Liaison Committee
(The Honorable Helen C. Harvey, reporting)
1. Honorary Faculty Titles: The requests for honorary faculty titles had received all appropriate academic and administrative approvals and had been presented to the Committee and to the Board in Executive Session without objection.
The following persons would receive the title Distinguished Professor during their final year of service. Upon retirement, that title would change to Distinguished Professor Emeritus.
a. Professor John W. Barrett, USC Sumter, would retire on July 31, 2000;
b. Professor Garnett F. Beazley, The Darla Moore School of Business, would retire on May 15, 2000;
c. Dr. Meyer Drucker, School of Business Administration and Economics, USC Spartanburg, would retire June 30, 2000.
Dr. Karen J. Macrae of the Division of Social and Behavioral Sciences, College of Arts and Sciences, would receive the title Distinguished Professor Emerita upon her retirement on May 15, 2000.
On behalf of the Committee, Mrs. Harvey moved approval of the honorary faculty titles, and Mr. Wienges seconded. The vote was taken, and the motion carried.
2. Appointments with Tenure: The following appointments with tenure had received all appropriate approvals and were presented, without objection to the Committee and to the Board in Executive Session:
a. Dr. Jane T. Upshaw would be awarded tenure at the rank of Professor effective with her appointment as Dean of USC Beaufort.
On behalf of the Committee, Mrs. Harvey moved approval of Dr. Upshaw’s appointment with tenure. Mr. Loadholt seconded the motion. The vote was taken, and the motion carried.
b. Dr. Jon Michael Spencer would be granted tenure at the rank of Professor in the Department of Religious Studies, College of Liberal Arts, effective with his appointment as Director of the African-American Studies Program, College of Liberal Arts.
On behalf of the Committee, Mrs. Harvey moved approval of Dr. Spencer’s appointment with tenure. Mr. Staton seconded the motion. The vote was taken and the motion carried.
3. Transfer of Appointment with Tenure: Dr. Chris P. Plyler would be awarded a transfer of his academic appointment as Professor with tenure, from the Division of Continuing Education to the Department of Educational Leadership and Policies, College of Education. This transfer would be concurrent with Dr. Plyler’s appointment as Vice Provost and Executive Dean of the Regional Campuses and Continuing Education.
On behalf of the Committee, Mrs. Harvey moved approval of Dr. Plyler’s transfer of academic appointment with tenure. Mr. Adams seconded the motion. The vote was taken, and the motion carried.
4. Tenure and Promotion: The following requests for tenure and promotion received all appropriate academic and administrative approvals and were presented to the Committee and to the Board in Executive Session:
a. Stephen T. Bajjaly would be promoted to the rank of Associate Professor and awarded tenure in the College of Library and Information Science.
b. Virginia Matthews would be awarded tenure at the rank of Librarian in the College of Library and Information Science.
On behalf of the Committee, Mrs. Harvey moved approval of the requests for tenure and promotion. Mr. Foster seconded the motion. The vote was taken, and the motion carried.
5. Departmental Name Change in the School of Public Health: The School of Public Health had requested that the name of the Department of Speech-Language, Pathology and Audiology be changed to the Department of Communication Sciences and Disorders. The request had received all appropriate academic and administrative approvals.
On behalf of the Committee, Mrs Harvey moved approval of the requested name change in the School of Public Health, Department of Speech-Language, Pathology and Audiology to the Department of Communication Sciences and Disorders. Mr. English seconded the motion. The vote was taken, and the motion carried.
6. Master’s of Arts in Clinical-Community Psychology, College of Liberal Arts: The College of Liberal Arts had requested a Master’s of Arts in Clinical-Community Psychology. The request had received all appropriate academic and administrative approvals.
On behalf of the Committee, Mrs. Harvey moved approval of the Master’s of Arts in Clinical-Community Psychology in the College of Liberal Arts. Mr. Bradley seconded the motion. The vote was taken, and the motion carried.
7. Bachelor of Science in Hotel, Restaurant, and Tourism Administration, College of Applied Professions, to be offered at the University Center in Greenville: The College of Applied Professions had requested a Bachelor of Science Degree in Hotel, Restaurant and Tourism Administration, in the College of Applied Professions be offered at the University Center in Greenville. The request had received all appropriate academic and administrative approvals.
On behalf of the Committee, Mrs. Harvey moved approval of this program as described in the materials distributed for the meeting, including the supplemental program budget which had been previously mailed to the Committee. Mr. Whittle seconded the motion. The vote was taken, and the motion carried.
8. Extension of the Master of Library and Information Science Degree Program in Maine: The College of Library and Information Science requested an extension of the program in Maine for an additional four year period from August 2000 through August 2004. This program has been offered in Maine from August 1994 through August 1997. The request had received all appropriate academic and administrative approvals.
On behalf of the Committee, Mrs. Harvey moved approval of extending the Master of Library and Information Science Degree Program in Maine as requested. Mr. Foster seconded the motion. The vote was taken, and the motion carried.
9. Honorary Degrees: The following persons would receive honorary degrees at commencement on December 13, 1999:
a. Andrew Hill Card, Jr., distinguished Carolina Alumnus, former Secretary of Transportation and former Director of the American Automobile Manufacturers Association, would receive an honorary doctoral degree and be the commencement speaker on December 13, 1999.
b. James Jackson Kilpatrick, distinguished columnist, author, and commentator on English language usage, would receive an honorary doctoral degree on December 13, 1999.
On behalf of the Academic Affairs and Faculty Liaison Committee, Mrs. Harvey moved for final approval of these honorary degree recipients. Mr. Wienges second the motion. The vote was taken, and the motion carried.
B. Fiscal Policy Committee
(The Honorable Robert McLellan, reporting)
The Fiscal Policy Committee met on November 19, 1999. Internal Audits were thoroughly reviewed for McKissick Museum and the Development Office and the reports had been distributed to the Board according to established procedure. Appropriate aspects of these audits would receive continued review. Audits with findings older than six months were also reviewed and would remain on the Audit Tracking Report until they were fully resolved.
A report of the Designated Fund activity through the first quarter of the fiscal year was presented. Expenditures continued to be in line with budgets and past experience for the first quarter.
The Financial Statement for the Athletics Department for the first quarter of the fiscal year was forwarded to the members of the Intercollegiate Activities Committee in accordance with previous procedure.
The State Auditor’s Report for the fiscal year ended June 30, 1999, had been mailed individually to Board members. The financial statement report contained an unqualified or “clean” opinion, and the auditors did not identify any findings to be included in the report.
A report on the Koger Center Endowments was presented. The Quasi-Endowment held by the University contained $890,946; the total in the Koger Presents Endowment held by the Educational Foundation was $492,690; there were outstanding pledges of $501,505; and this resulted in a total of $1,885,141.
C. Buildings and Grounds Committee
(The Honorable Miles Loadholt reporting)
The Buildings and Grounds Committee met on November 19, 1999. Chairman Lister and the Intercollegiate Activities Committee participated in the meeting. A comprehensive report was received on proposed plans for the new arena. That discussion would be continued at another meeting on Tuesday, December 21st at 10:30 a.m. All Trustees were encouraged to participate, and there would be extensive time for questions and answers.
1. Change Source of Funding on Phase I Energy Projects: The Board of Trustees approved Phase I of several energy projects during the October 1999 Board meeting. It was requested to change the source of funds for two of the projects from bonds to institutional funds.
a. Boiler Replacement - Phase I: On behalf of the Buildings and Grounds Committee, Mr. Loadholt moved to revise the funding sources for the Boiler Replacement Project, Phase I, with a total budget of $942,047 to be funded with $940,000 in University Institutional Funds and $2,047 in State Appropriated Funds. Mr. Lister seconded the motion. The vote was taken, and the motion carried.
b. Energy Management System Expansion - Phase I: On behalf of the Buildings and Grounds Committee, Mr. Loadholt moved to revise the source of funding for the Energy Management System Expansion Project, Phase I, with a total budget of $600,000, to be funded with University Institutional Funds. Mr. von Lehe seconded the motion. The vote was taken, and the motion carried.
2. USC Aiken Softball and Soccer Field Upgrades: This project would provide lighting, seating, bathroom, and dressing room facilities that would be shared by the softball and soccer field at USC Aiken. It would extend the use of the fields into the darker hours of the day and provide comparable amenities to those of the baseball program to address Title IX Gender Equity Issues. The proposed budget of $400,000 would be funded with institutional bonds issued by the University and serviced by USC Aiken funds.
On behalf of the Buildings and Grounds Committee, Mr. Loadholt moved to establish a project to upgrade the USC Aiken Softball and Soccer Field as presented with a budget of $400,000 funded with Institutional Bonds. Mr. Lister seconded the motion. The vote was taken, and the motion carried.
3. Increase Budget, Basketball Arena Project: At the Buildings and Grounds Committee meeting on September 9, 1999, an increase to the initial project budget for the new arena was approved to keep the project current. The increase would be to include the $11.5 million provided by the General Assembly last year in the project budget. Amending the budget in this fashion would help position the University to receive these funds, if and when, the Board approved the final project. This would not increase the proposed cost of the arena, and it would not limit the discussion of the arena scheduled for the following week.
On behalf of the Buildings and Grounds Committee, Mr. Loadholt moved to increase the budget of the basketball arena project to the funding level provided by the state; this would result in a current total project budget of $12.5 million funded with $2.5 million in State Capital Reserve Funds, $2.5 million in State Supplemental Funds, and $7.5 million in Capital Improvement Bonds. Dr. Floyd seconded the motion. The vote was taken and the motion carried.
Mr. Mungo stated that the increase should fall within the restrictions and guarantees of the entire arena. Any contract or agreement with hockey should be guaranteed by a financial institution. Mr. Mungo wanted assurance that the hockey contract was in the increased budget and followed the original form. He also wanted President Palms’ assurance that the money the University would spend on the arena would fall within the original budget presented to the Board. Mr. Mungo stated there was no way the Board could take public money and subsequently sell bonds tax free to present a hockey team. The hockey team could declare bankruptcy the next day and the University would be responsible for six million dollars that this University could not afford. Mr. Mungo stated that the University was not in the commercial business. He made it clear that a guarantee would be required and suggested a mechanism for the University to accumulate an escrow fund to satisfy the guarantee. Dr. Floyd felt that the budget guarantees needed to be made clear by the Board. Mr. Mungo stated that the Athletics Department had presented him with a proposal; Dr. Floyd felt the Board should require significant guarantees as Board policy.
Mr. Hubbard asked that Mr. Glenn speak on behalf of the President. Mr. Glenn stated that the Mayor, Dr. McGee, and other University staff members working on the arena project had taken every condition under consideration that could possibly be of concern with the building and the managing of the arena. Mr. Glenn stated that the University suggested it could establish an escrow fund to satisfy the guarantees. The University would require the hockey franchise to set up a surety, or a level of guarantee, before the project would move forward and Mayor Coble had been informed.
Because other faculty and staff members would be present at the meeting scheduled for December 21, 1999, other questions and concerns would be addressed at that time. Mr. Hubbard urged Board members to bring their questions about the arena to the meeting on the 21st. Because the arena project was an important and expensive project to the University, to the City of Columbia, and to the State, Mr. Hubbard wanted the Board to exercise great care in all of its discussions and have all questions and points clarified. Mr. Hubbard expressed appreciation for the care with which the Board addressed the concerns and issues surrounding the arena.
D. Executive Committee
(The Honorable William C. Hubbard reporting)
1. Athletic BAN Resolution: The proposed Bond Resolution would renew and refinance the Athletic Facilities Bond Anticipation Notes which would mature on February 23, 2000. The principal would be reduced by $1 million which would reduce the amount to be refinanced to approximately $13 million. (See Exhibit A.)
Mr. Adams moved to approve the Athletic Facilities Bond Anticipation Notes, as provided in the materials distributed. Mr. Bradley seconded. The vote was taken, and the motion carried.
2. Establishment of the Quasi Endowment for Chamberlain Estate Funds: The Thomas Cooper Library requested to have the Robert Chamberlain estate funds dedicated for the benefit for the University’s libraries. The establishment of a quasi endowment would allow the income from the deposited funds to be used to support the purchase of reference and information resources on an ongoing basis.
Dr. Floyd moved to establish the Chamberlain Quasi Endowment for Reference and Information Resources as presented in the materials distributed for the meeting. Mr. Bradley seconded. The vote was taken, and the motion carried.
3. Gift Naming Opportunities: With the concurrence of Chairman Loadholt of the Buildings and Grounds Committee, the Executive Committee considered several gift naming opportunities upon the recommendation of the Gift Naming Opportunities Committee. They were presented in Executive Session without objection.
The Law School had requested the establishment of the following named rooms within its new building. All names were proposed in conjunction with appropriate donations for the construction of a new law school.
a. “W. Hampton Morris Study Room”: Mr. von Lehe moved to establish the “W. Hampton Morris Study Room.” Mr. Bahnmuller seconded the motion. The vote was taken and the motion carried.
b. “Justin A. Thornton Study Room”: Mr. Loadholt moved to establish the “Justin A. Thornton Study Room.” Mr. Staton seconded the motion. The vote was taken and the motion carried.
c. “William H. Townsend Study Room”: Mr. Bradley moved to establish the “William H. Townsend Study Room.” Mr. von Lehe seconded the motion. The vote was taken, and the motion carried.
d. “O. Fayrell Furr, Jr., Study Room”: Mr. Loadholt moved to establish the “O. Fayrell Furr, Jr., Study Room.” Mr. Foster seconded the motion. The vote was taken, and the motion carried.
e. “Ellis, Lawhorne & Sims, P.A. Pro Bono Program Director’s Office”: Mr. von Lehe moved to establish the “Ellis, Lawhorne & Sims, P.A. Pro Bono Program Director’s Office.” Mr. Bradley seconded the motion. The vote was taken, and the motion carried.
f. Erma Levkoff and Sylvan Lewenthall Rosen Clinical Office”: Mr. Foster moved to establish the “Erma Levkoff and Sylvan Lewenthall Rosen Clinical Office.” Mr. Doar seconded the motion. The vote was taken, and the motion carried.
g. “James C. Anders Classroom”: Mr. von Lehe moved to establish the “James C. Anders Classroom”. Mr. Adams seconded the motion. The vote was taken, and the motion carried.
h. “Michael E. Spears Auditorium” and “Michael E. Spears Courtroom”: Mr. Loadholt moved to establish the “Michael E. Spears Auditorium” and the “Michael E. Spears Courtroom.” Mr. Lister seconded the motion. The vote was taken, and the motion carried.
i. “Madge G. and Ramon Schwartz Classroom”: Mr. Adams moved to establish the “Madge G. and Ramon Schwartz Classroom.” Mr. Bahnmuller seconded the motion. The vote was taken, and the motion carried.
IV. Bicentennial Celebration Update
(The Honorable Othniel H. Wienges, Jr. reporting)
Mr. Wienges reported that the kickoff of the Bicentennial Celebration was less than one year away. Preparations for the events had stayed within the budget. The Bicentennial Commission had approved two projects to date; 35 proposals were received for activities and events which were to be submitted before December 31, 1999. Mr. Wienges commended the wonderful staff in the Bicentennial Office.
In 1801 the legislature provided the land for the Horseshoe and $50,000 to establish the University. The first students entered the University four years later on January 10, 1805. The Bicentennial Commission proposed that the Bicentennial Celebration’s opening event be a parade from the State House to the Horseshoe including national leaders, state leaders, the Legislature, the Supreme Court, and other government officials. The Bicentennial Commission would conclude the day with a gala at the Coliseum. Mr. Wienges stated that any suggestions for the celebrations, academic conferences, publications, or other activities were welcomed. Mr. Hubbard thanked Mr. Wienges for his outstanding leadership.
V. Report of the Chairman: Mr. Hubbard made the following remarks:
“I rise on the issue of the Confederate flag on the dome of the Capitol.
Wherever I travel, I am rarely allowed to tell the story of Carolina during this decade. I am usually stopped in mid-sentence by the question: ‘But what about the flag?’ This flag is a hindrance to the national and international reputation of USC. We have committed ourselves to building a world-class university--a university the graduates of which can compete anywhere for the best opportunities, and a university where the leading minds in a multitude of disciplines can gather to help further the progress of mankind generally, and this State specifically.
To attract and hold the best faculty and students, we have to offer a home where people are comfortable in knowing that barriers do not exist to separate people--where people are allowed to flourish without worry of whether prejudices will stifle their advancement.
The real strength of the State of South Carolina is its people. Good people, hardworking people, generous, caring people of all races and religions working together every day in South Carolina. And in many ways these diverse people are more comfortable with each other here--in this state--than in other parts of the country.
South Carolinians are God-fearing and compassionate and always help each other in times of need. Thus, the continuous flying of the Confederate battle flag over the dome leaves a false impression of what South Carolinians are really like. And it falsely conveys to the world that we direct our thinking on reliving the past rather than on building on the past for a better future. The message has a direct impact on this University.
The state’s flagship University lies literally in the shadow of the State House dome. Our name literally incorporates the name of the State. The University of South Carolina is inextricably intertwined with South Carolina and the progress of South Carolina. This connection was long ago recognized and is reflected in the famous words on the Sumter Street marker: “Faithful Index to the Ambitions and Fortunes of the State.”
So what is our role as Trustees? As the name says, the people of this state have entrusted us to work always to protect and nurture this University. We must protect its reputation and we must protect and nurture all members of our University family. Our reputation, whether it’s AAU status or our rankings in U.S. News and World Report, our status and rankings depend heavily on subjective opinions about our University.
When the national media from MTV to The New York Times focus on the flag and the divisiveness that it sparks--that is the message the world gets--and those who evaluate and judge our University see little else.
The unanimous policy and goal of this Board, under the leadership of President Palms, is to attain AAU status. We all recognize the effect of national rankings on recruitment and retention. The flag hurts our reputation and affects our recruiting of the best and brightest. It must come down. And it must come down for an even more important reason--this University has taken a leadership role in the matriculation and graduation of minority, especially African-American students. Our leadership in educating all South Carolinians--regardless of race--is well documented and nationally recognized.
We owe it to all of our students and faculty to work to ensure that this University--in the shadow of the State House dome--is a beacon of light for the progress of all South Carolinians.
So we must do our part. We must lead. Whether elected by the General Assembly or appointed by the Governor, we each have relation-ships with the members of the General Assembly. We must encourage those who are leading this effort not to back up. We must embolden those who hesitate. And we must reason with those who have yet to embrace the necessity for a prompt resolution of the issue.
Why must we act, some might ask. We are a university. We are to encourage open discussion and search for truth. That is our mission as a university. But we are the Board of Trustees of a public university. And we have a special obligation as a public board of a public university to exercise leadership on issues of public concern-- especially when those issues impact the progress of the university.
We are leaders elected by the People of South Carolina to act for the welfare of the institution. We must therefore act to nurture the institutional standing of this university. We must therefore act to promote the well-being of all members of our University family. We must act to lend our efforts to the prompt removal of the Confederate Battle Flag from the State House dome.”
Mr. Hubbard recognized Mr. Mungo, who made the following comments: “The voice of this Board is a hundred times more effective than each of us issuing individual statements. Finally, finally let us look to the future collectively with each individual holding in their heart whatever degree of reverence to the past that they deem desirable.”
Then Mr. Mungo moved to approve the following resolution:
Carolina discern that the display of a Confederate flag from the dome of the South Carolina State Capitol creates a negative impact on the national and international academic reputation of the University, and
WHEREAS, the perception created by the display of the flag interferes with
the Board’s ability to carry out the mission and responsibilities assigned to it by the General Assembly and is injurious to the Board’s efforts to provide a nurturing atmosphere for the University family of students, faculty, and staff; and
THEREFORE, BE IT RESOLVED: that the Board of Trustees of the University
of South Carolina in session assembled this thirteenth day of December 1999, encourages the General Assembly to remove this emblem of the Confederacy from the State Capitol dome as expeditiously as possible.
VI. Report of the President: Dr. Palms thanked the Board for actions taken today concerning the Confederate Flag issue.
Dr. Palms reported on the construction projects that were ongoing or had been completed. The projects represent 773,000 square feet of new space that the Board had approved several years ago. The University is rebuilding this campus for the next century.
There are a number of searches ongoing and the faculty search committees are reviewing applications and nominees. The issues that this Board just addressed affect those searches, as people inquire about what the University would do about key issues facing the citizens of the state.
Dr. Palms thanked Mr. Wienges and the Bicentennial Commission and added that the University is looking forward with great anticipation to the Commission’s festivities, conferences, and many other projects.
The Bicentennial Campaign is another very successful project and had caused the University endowment to increase to $257 million as of October 31, 1999. Campaign pledges and gifts total $251 million as of this date. Before the campaign, the University had received only one, $1 million gift and now it had received 48, $1 million gifts. Regional Campaigns are kicking off in Dallas, Houston, and Myrtle Beach.
The University is working on the Legislative Agenda. The University is continuing to face a challenge to make clear and to prove that higher education in this state in the last 10 years has significantly been underfunded compared to adjacent states. The University really needs to make up for that loss, particularly in operating budgets. With respect to the capital needs, the University has been fairly successful. The top priority is funding for faculty and staff salaries to make it possible for the University to keep the very best people, those who were really producing.
The University has been working very actively with State Superintendent of Education, Inez Tenenbaum. The College of Education is the most important college of education in the state, and it produces most of the teachers and administrators for the state. The College secured significant grants under the leadership of Interim Dean Medway and has received a $4 million grant to improve teacher quality.
The University is proud of the outstanding students that it continues to attract. The Honors College has been extremely successful, along with efforts to recruit Carolina Scholars, Alumni Scholars, and McNair Scholars. Last week, Rotary International scholarships were given in the state of South Carolina. Five were awarded and the University of South Carolina students received four: Christi Bowes of Sumter, Ryan Lindsay of Clemson, Laura McFarland of Walhalla, and Reid Sherard of Greenville. Each scholarship is valued at $23 thousand and enables each student to study abroad for the years of 2000 and 2001.
Today is also commencement. The University will award 71 doctoral degrees, 219 associate degrees, 1485 bachelor degrees, and 518 master’s degrees. This is because of the work of outstanding faculty. The University will also award honorary degrees as discussed earlier in this meeting.
The Rhodes Scholarship is one of the most prestigious scholarships in the world. Last week 32 were awarded in the United States. The list of schools with Rhodes Scholars contain Ivy League Institutions and the best public universities in the country, many of them AAU quality. That list now includes the University of South Carolina. Ms. Caroline Parler is a very special student and has won a Rhodes Scholarship. She is a chemical engineering major, a dance choreographer, Homecoming Queen, and ODK Student of the year. This afternoon she will graduate with an almost perfect GPA.
Ms. Parler stood and the Board applauded her accomplishments. Ms. Parler thanked everyone and said she was very honored to be at the Board meeting. Ms. Parler stated she could not ask for anything more in her undergraduate education than she had received from Carolina. Initially, she had a few reservations about coming to USC and living in Columbia, but found everything she wanted within this environment, and she stated that if she had to do it all over again, she would not do one thing differently. Ms. Parler thanked the Board for their support to her and the other students of USC.
Mr. Hubbard stated that Ms. Parler had represented the University well and that the University was privileged that she had received the Rhodes Scholarship award and thereby earned great distinction for the University as well.
Mr. Hubbard thanked everyone and wished all a very special holiday season.
There being no further matters of business to come before the Board, Chairman Hubbard declared the meeting adjourned at 11:15 a.m.
Respectfully submitted,
A RESOLUTION
Board of Trustees
Resolution
Thomas L. Stepp
Secretary
WHEREAS, Title 11, Chapter 17 of the Code of Laws of South Carolina 1976, as amended (the "Note Enabling Act"), authorizes institutions of the State of South Carolina to borrow in anticipation of the issuance of bonds; and
WHEREAS, the Trustees have determined that there is a need to issue bonds under the Bond Enabling Act for the purpose of re_financing the cost of enlargement of and improvements to Williams_Brice Stadium (the enlargements and improvements are referred to herein as the "1996 Projects")and the 1995 Projects (hereinafter defined); and
WHEREAS, the University issued $13,300,000 aggregate principal amount Athletic Facilities Revenue Bond Anticipation Notes, Series 1995 (the "1995 BANs"), on March 3, 1995, which, together with other funds available to the University, were used for the purpose of paying (i) principal and interest on the $2,100,000 Athletic Facilities Revenue Bond Anticipation Note, Series 1994, issued on March 4, 1994; and (ii) defraying the costs of (a) improvements and renovations to the press box, club seating facilities and box seating facilities, and miscellaneous structural improvements and associated costs, at the west side of Williams_Brice Stadium; (b) the construction of a new building at the north end zone of Williams_Brice Stadium to house new football offices and staff meeting areas, a video production center and a permanent ticket office; and (c) the construction at Carolina Coliseum of an athletic practice facility (the items listed in (ii)(a), (ii)(b) and (ii)(c) are collectively referred to as the "1995 Projects"); and
WHEREAS, the University issued $20,000,000 aggregate principal amount Athletic Facilities Revenue Bond Anticipation Notes, Series 1996 (the "1996 BANs"), on March 1, 1996, which, together with other funds available to the University, were used for the purposes of paying the principal and interest coming due on the 1995 BANs and defraying the cost of the 1996 Projects, to consist of, but not be limited to, an upper deck, club level seating section below the upper deck, a multi_purpose club room behind the club level seating section, exit ramp and miscellaneous structural improvements and associated costs, to and at the south end zone of Williams_Brice Stadium at an approximate cost of $13,500,000 (State Budget and Control Board Project No. 9752, Facility No. 210); and
WHEREAS, the University issued $17,550,000 aggregate principal amount Athletic Facilities Revenue Bond Anticipation Notes, Series 1997 (the "1997 BANs"), on February 27, 1997, for the purpose of paying a portion of the principal of and interest on the 1996 BANs; and
WHEREAS, the University issued $16,075,000 aggregate principal amount Athletic Facilities Revenue Bond Anticipation Notes, Series 1998 (the "1998 BANs"), on February 25, 1998, for the purpose of paying a portion of the principal of and interest on the 1997 BANs; and
WHEREAS, the University issued $14,000,000 aggregate principal amount Athletic Facilities Revenue Bond Anticipation Notes, Series 1999 (the "1999 BANs"), on February 24, 1999, for the purpose of paying a portion of the principal of and interest on the 1998 BANs; and
WHEREAS, subject to the approval of the South Carolina State Budget and Control Board (the "State Board") as required by the Bond Enabling Act and the Note Enabling Act, the Trustees by this Resolution are making provision for the issuance of bonds by the University, the proceeds of which, together with other funds available to the athletic department of the University, will be used to pay principal of and interest on the 1999 BANs, thereby providing permanent financing for the 1995 Projects and the 1996 Projects; and
WHEREAS, the Trustees have determined pursuant to the Note Enabling Act to issue bond anticipation notes in the amount of not exceeding $13,000,000, to draw down and utilize approximately $1,650,000 received from Admissions Fees and Special Student Fees (as such terms are defined in the Bond Enabling Act) maintained in the debt service fund with respect to the 1999 BANs, and to draw down and utilize approximately $50,000 of the Athletic Department Fund Balance and other funds available to the athletic department of the University, for the purpose of paying the principal of and interest on the 1999 BANs.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE UNIVERSITY OF SOUTH CAROLINA IN A MEETING DULY ASSEMBLED:
DEFINITIONS
Except as otherwise set forth in the preamble of this Resolution or as the context otherwise requires, all terms used in this Resolution shall have the respective meanings ascribed to them in Article I of this Resolution.
"Admission Fee" shall have the meaning ascribed to that term in the Bond Enabling Act.
"Athletic Facilities" shall have the meaning ascribed to that term in the Bond Enabling Act.
"1999 BANs" shall mean the Athletic Facilities Revenue Bond Anticipation Notes, Series 1999, of the University in the outstanding principal amount of $14,000,000.
"Bonds" shall mean the not exceeding $13,000,000 Athletic Facilities Revenue Bonds authorized to be issued under the Bond Enabling Act and this Resolution.
"Book_Entry System" shall mean, with respect to the Notes, a form or system, as applicable, under which (i) the ownership of beneficial interests in such Notes may be transferred only through a book_entry, and (ii) physical Notes in fully_registered form are registered only in the name of a Depository or its nominee. The book_entry maintained by the Depository is the record that identifies the owners of participatory interests in such Notes, when subject to the Book_Entry System.
"Chairman" shall mean the chairman of the Trustees.
"Chief Financial Officer" shall mean the individual to whom the Trustees have delegated the responsibility of supervising and maintaining records and accounts relating to the collection of revenues received by the University as a result of the imposition of the Admission Fee and Special Student Fee (as such terms are defined in the Bond Enabling Act) and the Net Athletic Revenues (as such term is defined in the Bond Enabling Act); such individual presently holds the title of Vice President for Business and Finance.
"Code" shall mean the United States Internal Revenue Code of 1986, as amended.
"Continuing Disclosure Undertaking" shall mean that certain Continuing Disclosure Undertaking substantially in the form attached hereto as Exhibit C, hereby authorized to be executed by the Chief Financial Officer on behalf of the Trustees, dated as of the date of issuance and delivery of the Notes, as may be amended from time to time.
"Depository" shall mean The Depository Trust Company, New York, New York, or other recognized securities depository selected by the University, which securities depository maintains a book_entry system with respect to the Notes, and shall include any substitute for or successor to the securities depository initially acting as Depository.
"Net Athletic Revenues" shall have the meaning ascribed to that term in the Bond Enabling Act.
"Notes" shall mean the Athletic Facilities Revenue Bond Anticipation Notes, Series 2000, of the University authorized to be issued hereunder in the aggregate principal amount of not exceeding $13,000,000.
"Official Notice of Sale" shall be the offer for sale of the Notes containing the terms and conditions for the sale and award thereof, as established by the Chief Financial Officer and the State Treasurer.
"Original Purchaser" shall mean the first purchaser of the Notes from the University.
"Paying Agent" means the State Treasurer or his designee.
"Pledged Funds" shall mean Admission Fees and Special Student Fees.
"Private Business Use" shall mean use directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and use as a member of the general public.
"Record Date" shall mean, with respect to any Note, the date as of which the owner of such Note is determined for purposes of giving any notice, making any interest payment or obtaining any consent.
"Registrar" shall mean the State Treasurer or his designee.
"Regulations" shall mean temporary and permanent regulations promulgated under the Internal Revenue Code of 1986, as amended.
"Resolution" shall mean this resolution as from time to time amended or supplemented.
"Securities Depository Nominee" shall mean, as to any Depository, such Depository or the nominee of such Depository in whose name there shall be registered on the regis-tration books maintained by the Registrar the Notes to be delivered to and immobilized at such Depository during the continuation with such Depository of participation in its book_entry system. The initial Securities Depository Nominee shall be Cede & Co.
"Secretary" shall mean the secretary of the Trustees.
"Special Student Fee" shall have the meaning ascribed to that term in the Bond Enabling Act.
"State Board" shall mean the South Carolina State Budget and Control Board.
"State Treasurer" shall mean the State Treasurer of the State of South Carolina.
Section 1.02 General Rules of Interpretation.
(a) Articles, Sections, and paragraphs mentioned by number are the respective Articles, Sections, and paragraphs of this Resolution, so numbered.
(b) Except as otherwise expressly provided or unless the context otherwise requires, words importing persons include firms, associations, and corporations and the masculine includes the feminine and the neuter.
(c) Words importing the redemption or redeeming or calling for redemption of the Notes do not include or connote the payment of Notes at their stated maturity or the purchase of Notes.
(d) Words importing the singular number include the plural number and vice versa.
(e) References herein to the Trustees shall, unless the context indicates otherwise, be construed to mean the Executive Committee acting on behalf of the Trustees.
ISSUANCE OF BONDS
Pursuant to the provisions of the Bond Enabling Act and for the purposes of providing permanent financing for the 1995 Projects and the 1996 Projects financed or refinanced by the proceeds of the Notes, by paying in full the principal of and interest on the Notes, and all or a portion of the costs of issuance of the Bonds, there shall be issued not exceeding Thirteen Million and no/100 Dollars ($13,000,000) of Athletic Facilities Revenue Bonds of the University. The Bonds shall be designated "Athletic Facilities Revenue Bonds" with any appropriate series or further designation as determined by resolution of the Trustees. The Bonds shall be dated, shall mature, shall be sold at public or private sale, shall bear interest at the rate or rates and on the dates, and shall be subject to redemption prior to their maturity, all as set forth in a supplemental resolution to be adopted by the Trustees. The Bonds may be issued in one or more series as determined by the Trustees. The principal amount of the Bonds may be reduced to the extent lawful funds are available to pay debt service on the Notes.
AUTHORIZATION AND ISSUANCE OF NOTES
The University is authorized and empowered by the Note Enabling Act to borrow pursuant to the provisions thereof in anticipation of the receipt of the proceeds of the Bonds.
Section 3.02 Issuance of Notes.
(a) Pursuant to the statutory authorization cited above, in order to obtain funds to pay a portion of the principal and interest on the 1999 BANs, the University shall borrow not exceeding $13,000,000 to be evidenced by bond anticipation notes in the aggregate principal amount of not exceeding $13,000,000 to be designated "Athletic Facilities Revenue Bond Anticipation Notes, Series 2000," dated the date of their delivery and maturing on a date approved by the State Treasurer not later than one year following their date of issuance.
(b) Prior to the advertisement of the sale of the Notes as described in Section 3.07 of this Resolution, the Chief Financial Officer shall determine the exact amount of the Notes to be issued hereunder.
Section 3.03 Form of Notes.
The Notes shall be in substantially the form attached hereto as Exhibit A, with any necessary changes or appropriate variations, omissions, and insertions as are incidental to the series, numbers, denominations, and registration and transfer provisions as are otherwise permitted or required by law or this Resolution. The Notes shall be issued in denominations of $25,000, or any whole multiple thereof, requested by the Original Purchaser. The Notes shall be issued in typewritten form. The Notes shall all be issued in either bearer form or, at the option of the Original Purchaser, in fully_registered form.
Section 3.04 Interest Rate on Notes.
The Notes shall bear interest at the rate as may be approved by the State Treasurer and the Chief Financial Officer at the sale thereof, which interest shall be payable at maturity. Interest on the Notes shall be payable on the principal amount thereof from the dated date and shall be calculated on the basis of a 360_day year consisting of twelve 30_day months.
Section 3.05 Medium of Payment; Place of Payment.
The Notes shall be payable, both principal and interest, in any coin or currency of the United States of America which is, at the time of payment, legal tender for the payment of public and private debts. Principal of and interest on the Notes shall be paid when due upon presentation and surrender thereof at the office of the Paying Agent.
Section 3.06 Prepayment of Notes.
The Notes may not be subject to prepayment prior to maturity, unless otherwise determined by the State Treasurer and the Chief Financial Officer in their discretion.
Section 3.07 Sale of Notes.
The Notes shall be sold at public sale in the manner determined by the Chief Financial Officer and the State Treasurer, at a price of not less than par. Bids shall be received until the time and date and at such place as shall be selected by the State Treasurer. The State Treasurer and the Chief Financial Officer are authorized and empowered to award the Notes in accordance with the terms and conditions set forth in the Notice of Sale substantially in the form attached hereto as Exhibit B, or to reject all bids.
Section 3.08 Execution of Notes.
The Notes shall be executed in the name of the University by the manual or facsimile signature of the Chairman of the Trustees and the Chief Financial Officer of the University under the Seal of the University which shall be impressed or imprinted thereon and shall be attested by the manual or facsimile signature of the Secretary or any assistant or acting secretary of the Trustees, and delivered to the purchaser thereof upon receipt of the purchase price therefor.
Section 3.09 Mutilated, Lost, Stolen, or Destroyed Notes.
In the event any Note is mutilated, lost, stolen, or destroyed, the University may execute a new Note of like denomination as that mutilated, lost, stolen, or destroyed; provided that, in the case of any mutilated Note, it shall first be surrendered to the Registrar, and in the case of any lost, stolen, or destroyed Note, there shall be first furnished to the Trustees and the Registrar evidence of the loss, theft, or destruction satisfactory to the Trustees, together with indemnity satisfactory to them; provided that, in the case of a holder which is a bank or insurance company, the agreement of the bank or insurance company to indemnify shall be sufficient. In the event any mutilated, lost, stolen, or destroyed Note shall have matured, instead of issuing a duplicate Note, the Trustees may pay it without surrender thereof. The University may charge the holder of the Note with the reasonable fees and expenses of the University in this connection.
Section 3.10 Registration of Transfer of Notes; Persons Treated as Owners.
(a) Any Note issued in fully_registered form shall be transferable upon the books of registry of the University, which shall be kept for that purpose at the office of the Registrar, only by the registered owner thereof or by his attorney, duly authorized in writing, upon surrender thereof, together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or his duly authorized attorney. Upon the transfer of any Note, the University shall issue, subject to the provisions of Section 3.12 hereof, in the name of the transferee, a new Note or Notes of the same aggregate principal amount as the unpaid principal amount of the surrendered Note.
(b) Any holder of a Note requesting any transfer shall pay any tax or other governmental charge required to be paid with respect thereto. As to any Note in fully_registered form, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the principal of and interest on any Note in fully_registered form shall be made only to or upon the order of the registered holder thereof, or his duly authorized attorney, and the University shall not be affected by any notice to the contrary; but the registration may be changed as herein provided. All payments made in this manner shall be valid and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums paid.
Section 3.11 Exchange of Registered Notes.
Notes issued in fully registered form, upon surrender thereof at the office of the Registrar, with a written instrument of transfer satisfactory to the Registrar duly executed by the holder of the Note or his duly authorized attorney, may, at the option of the holder of the Note, and upon payment by such holder of any charges which the Registrar may make as provided in Section 3.10, be exchanged for a principal amount of Notes of any other authorized denomination equal to the unpaid principal amount of the surrendered Notes.
Section 3.12 Regulations With Respect to Exchanges and Transfers of Registered Notes.
In all cases in which the privilege of exchanging or transferring Notes in fully_registered form is exercised, the University shall execute and deliver Notes in accordance with the provision of this Resolution. All Notes in fully_registered form surrendered in any exchanges or transfers shall herewith be cancelled by the Registrar. There shall be no charge to the holder of the Note for the exchange or transfer of Notes in fully_registered form except that the University or the Registrar may make a charge sufficient to reimburse them for any tax or other governmental charge required to be paid with respect to the exchange or transfer.
Section 3.13 Book_Entry System.
Unless otherwise determined by the Chief Financial Officer and the State Treasurer prior to the publication of the Official Notice of Sale, the Notes will be eligible securities for the purposes of the Book_Entry System of transfer maintained by The Depository Trust Company, New York, New York (the "Depository"), and transfers of beneficial ownership of the Notes shall be made only through the Depository and its Participants in accordance with rules specified by the Depository. Such beneficial ownership must be of a $5,000 principal amount of the Notes or any integral multiple of $5,000.
The Notes shall be issued in fully_registered form in the name of Cede & Co., as Securities Depository Nominee. When the principal of, premium, if any, and interest on the Notes become due, the State Treasurer shall cause the Paying Agent to transmit to the Depository an amount equal to the principal, premium, if any, and interest due. Such payments will be made to the Securities Depository Nominee as long as it is owner of record on the applicable Record Date. The Securities Depository Nominee shall be considered to be the owner of the Notes so registered for all purposes of the Notes, including, without limitation, payments as aforesaid and receipt of notices and exercise of rights of owners of the Notes.
The Depository is expected to maintain records of the positions of Participants in the Notes and the Participants and persons acting through Participants are expected to maintain records of the beneficial owners in the Notes. The University makes no assurances that the Depository and its Participants will act in accordance with such rules or expectations on a timely basis, and the University shall have no responsi-bility for any such maintenance of records of transfer or payments by the Depository to its Participants, or by the Participants or persons acting through Participants to the beneficial owners.
If (a) the Depository determines not to continue to act as Depository for the Notes, or (b) the University has advised the Depository of the University's deter-mination that the Depository is incapable of discharging its duties, the University shall attempt to retain another qualified securities depository to replace the Depository. Upon receipt by the University of the Notes together with an assignment duly executed by the Depository, the University shall execute and deliver to the successor depository, Notes of the same principal amount, interest rate and maturity.
If the University is unable to retain a qualified successor to the Depository or the University has determined that it is in the best interest of the University not to continue the Book_Entry System of transfer or that the interest of the beneficial owners of the Notes might be adversely affected if the Book_Entry System of transfer is continued (the University undertakes no obligation to make any investigation to determine the occurrence of any events that would permit it to make any such determination), and has made provision to so notify beneficial owners of the Notes by mailing an appropriate notice to the Depository, upon receipt by the University of the Notes together with an assignment duly executed by the Depository, the University shall execute, and cause to be authenticated and delivered pursuant to the instructions of the Depository, Notes in fully registered form, in substantially the form set forth in the Notes, and in denominations of $5,000 or any integral multiple thereof.
COVENANTS
For the payment of the Notes, there are hereby pledged the proceeds derived from the sale of the Bonds issued pursuant to the Bond Enabling Act or if such Bonds are not issued prior to the maturity of the Notes, from the sale, issuance and delivery of an issue of renewal or refunding bond anticipation notes and the Pledged Funds. The proceeds of the Bonds, when received by the University, shall be applied first to the payment of principal of and interest on the Notes.
Section 4.02 Agreement to Issue Bonds.
The University covenants and agrees, pursuant to Section 11_17_60 of the Code of Laws of South Carolina 1976, as amended, to issue and sell the Bonds, in an amount sufficient, together with any other moneys made available by the University, to retire the Notes, prior to the maturity of the Notes or to issue refunding bond anticipation notes in such a sufficient amount.
Section 4.03 All Notes Equally and Ratably Secured.
The Notes authorized and issued pursuant to this Resolution shall be secured equally and ratably by the aforesaid pledge of proceeds.
Section 4.04 No Further Notes.
The University agrees with the holders of the Notes that the University will issue no further bond anticipation notes in anticipation of the issuance of the Bonds.
Section 4.05 Additional Covenants.
The University hereby covenants and agrees with the holders, from time to time, of the Notes for so long as any Note remains outstanding, as follows:
(a) The University will pay or cause to be paid, but solely from the proceeds from the Bonds or if such Bonds are not issued prior to the maturity of the Notes, from the sale, issuance and delivery of an issue of renewal or refunding bond anticipation notes and the Pledged Funds, the principal of and interest on the Notes issued under the provisions of this Resolution at the place, on the date, and in the manner provided herein.
(b) The University will operate its Athletic Facilities properly and in a sound and economic manner and will maintain, preserve, and keep them in good repair, working order, and condition, and from time to time will make all necessary and proper repairs and replacements thereto, and will pay the expenses thereof.
(c) The University will impose, maintain, revise when necessary, and collect the Admission Fee and the Special Student Fee in an amount, without limitation as to rate, as shall be sufficient, after taking into account Net Athletic Revenues, to pay the interest on the Notes (or on an issue of renewal or refunding bond anticipation notes, when and if issued) as they become due and to pay principal of and interest on the Bonds, when and if issued.
(d) The University will insure its Athletic Facilities and keep them insured against fire or other casualty in at least the amounts which are usually and customarily carried on similar facilities.
(e) The University covenants that no part of its Athletic Facilities will be sold, mortgaged, leased, or otherwise disposed of or encumbered (except in the ordinary course of operating the Athletic Facilities); provided, however, in the event of an expansion of its Athletic Facilities authorized during the term of the Notes, the University may provide for the lease of certain areas to be constructed as part of such expansion to certain individuals or entities without violating any provision of this Resolution. Notwithstanding anything herein to the contrary, the University may sell or dispose of any property, real or personal, which in the judgment of the Trustees is no longer necessary, useful, or profitable in the operation of its Athletic Facilities, or which is to be or has been replaced by other property so as not to impair the operation of its Athletic Facilities. Amounts received from any sale or disposition shall be applied by the University for any lawful purpose.
(f) The University covenants that all revenues derived from the imposition and collection of the Admission Fee and the Special Student Fee and all funds, if any, received by the University from other sources which are applicable to the payment of the principal of and interest on the Notes or the Bonds will be remitted as soon as practicable to the State Treasurer.
(g) Subject to Section 4.04 above, the University reserves the right to issue, prior to the maturity of the Notes, additional debt secured by the Pledged Funds or the proceeds from the sale of the Bonds; provided however, that the aggregate amount of debt secured by the Pledged Funds or the proceeds from the sale of the Bonds shall not exceed the authorizations contained in the Bond Enabling Act as such legislation may be amended, modified, or superseded; and further provided that any such additional debt shall expressly provide that the Bonds may be issued on a parity therewith, as to the Pledged Funds.
(h) The University covenants that it will secure adequate fidelity bonds indemnifying the University against defalcation of all persons handling moneys received from the imposition and collection of the Admission Fee and the Special Student Fee, other than the State Treasurer, and will insure that all moneys received by the University from the fidelity bonds as the result of any defalcation of any moneys received from the imposition and collection of the Admission Fee and the Special Student Fee shall be paid as soon as practicable to the State Treasurer.
(i) The University will install and maintain proper records into which complete and correct entries shall be made showing all receipts and disbursements made relating to the imposition and collection of the Admission Fee and the Special Student Fee.
(j) The University will, upon written request by the holder of any Note, advise the holder of the schedule of fees then existing for the Admission Fee and the Special Student Fee, the amount collected for the previous semester, and the aggregate of all remittances made to the State Treasurer, together with all other information as may be reasonably requested.
Section 4.06 Performance of Covenants; Authority of the University.
The University covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in the Note Enabling Act, in this Resolution, in the Notes executed and delivered hereunder, and in all proceedings pertaining thereto. The Trustees warrant that the University is duly authorized under the laws of the State of South Carolina to issue the Notes authorized hereby, and that the Trustees are duly authorized under the laws of the State of South Carolina to adopt this Resolution, and to pledge the proceeds of the Bonds hereby pledged in the manner and to the extent herein set forth; that all action on their part of the issuance of the Notes and the adoption of this Resolution has been duly and effectively taken; and that the Notes in the hands of the holders thereof are and will be valid and enforceable obligations of the University according to the import thereof.
TAX EXEMPTION OF NOTES
The Notes and the interest thereon shall be exempt from all state, county, municipal, school district and other taxes or assessments, direct or indirect, general or special, and whether imposed for the purpose of general revenue or otherwise, except inheritance, estate, or transfer taxes.
Section 5.02 Federal Guarantee Prohibition.
Except as provided in Section 5.03(b), the Trustees shall not take any action or permit or suffer any action to be taken if the result would be to cause the Notes to be "federally guaranteed" within the meaning of Section 149(b) of the Code and the Regulations.
Section 5.03 Private Business Use Limitation.
(a) Except as provided in Section 5.03(b), the Trustees shall assure that the "proceeds" of the Notes (as such term is used in Section 141 of the Code, any successor provision, and any implementing Regulations) and the Athletic Facilities shall not be used in such a manner that the Notes would be "private activity bonds," either by way of "private business use" or "private loan," as such terms are used in Section 141 of the Code, any successor provision, and any implementing Regulations.
(b) In the event that bond counsel for the Trustees advises, upon full examination of the intended use of the Athletic Facilities and the sources of payment therefor and the sources of repayment of Notes issued therefor, that any such intended use would cause the Notes to be "private activity bonds" and to lose the exclusion of interest thereon from federal income taxation, the Chief Financial Officer may, at any time prior to the advertisement of the sale of the Notes described in Section 3.07 of this Resolution, bifurcate the issue of the Notes into a tax_exempt series and a taxable series, in such respective amounts as shall, in the opinion of bond counsel, be necessary to maintain the exclusion of interest on the tax_exempt series from federal income taxation. Each such series shall be issued in accordance with the terms of this Resolution except that the representations and covenants set forth in Section 5.02, Section 5.03(a), and Section 5.04 shall not be applicable to any taxable series of Notes issued hereunder.
Section 5.04 No Arbitrage.
The Trustees shall not take, or permit or suffer to be taken, any action with respect to the "gross proceeds" of the Notes, as such term is defined in Section 1.148_1(b) of the Regulations or any successor Regulation or Section of the Code, which would cause the Notes to be "arbitrage bonds" within the meaning of Section 148(a) of the Code and the Regulations.
DISPOSITION OF NOTE PROCEEDS; PAYMENT OF 1999 BANs
Upon delivery of the Notes, (i) all proceeds therefrom and (ii) revenues from the Admission Fee and Special Student Fee maintained in the debt service fund with respect to the 1999 BANs, Athletic Department Fund Balance and other funds available to the athletic department of the University in the aggregate amount of approximately $1,700,000, shall be paid to the State Treasurer and shall be used to pay a portion of the principal of and interest coming due on the 1999 BANs, with moneys for this purpose being drawn from said two sources in the proportion determined at that time by the Chief Financial Officer.
Section 6.02 Purchaser not Liable for Proper Application of Proceeds.
No purchaser or holder of the Notes shall be liable for the proper application of the proceeds thereof.
DEFEASANCE
(a) If all of the Notes issued pursuant to this Resolution shall have been paid and discharged, then the obligations of the University under this Resolution, the pledge of Bond proceeds made hereby, and all other rights granted hereby shall cease and determine. Notes shall be deemed to have been paid and discharged within the meaning of this Article under each of the following circumstances:
(i) If the Paying Agent shall hold, at the stated maturity of such Notes, in trust and irrevocably appropriated thereto, moneys for the full payment thereof; or
(ii) If default in the payment of the principal of such Notes or the interest thereon shall have occurred, and thereafter tender of payment shall have been made, and the Paying Agent shall hold, in trust and irrevocably appropriated thereto, sufficient moneys for the payment thereof to the date of the tender of such payment; or
(iii) If the University shall have (A) deposited with the Paying Agent either moneys in an amount which shall be sufficient, or direct general obligations of the United States of America, which are not subject to redemption by the issuer thereof prior to the date of maturity of the Notes to be defeased, the principal of and interest on which, when due, will provide moneys which, together with the moneys, if any deposited with the Paying Agent at the same time, shall be sufficient to pay, when due, the principal and interest due and to become due on the Notes on the maturity thereof; and (B) received from an independent firm of nationally recognized certified public accountants a report stating the opinion that the requirements of Section 7.01(a)(iii)(A) above are satisfied.
(b) In addition to the above requirements of paragraphs (i), (ii), or (iii), in order for this Resolution to be discharged, all other fees, expenses and charges of the Paying Agent, if any, shall have been paid in full at that time.
Section 7.02 Deposit of Moneys.
Any moneys which at any time shall be deposited with the Paying Agent by or on behalf of the University for the purpose of paying and discharging any Notes shall be and are hereby assigned, transferred and set over to the Paying Agent in trust for the respective holders of such Notes, and the moneys shall be and are hereby irrevocably appropriated to the payment and discharge thereof. If, through lapse of time or otherwise, the holders of such Notes shall no longer be entitled to enforce payment of their obligations, then, in such event, it shall be the duty of the Paying Agent to transfer the funds to the University.
Section 7.03 Notice of Release of Resolution.
The University covenants and agrees that any moneys which it shall deposit with the Paying Agent shall be deemed to be deposited in accordance with, and subject to, the applicable provisions of this Article, and whenever the University shall have elected to defease any Notes, the University will irrevocably bind and obligate itself to give notice of the defeasance thereof, and will further authorize and empower the Paying Agent to cause such notice of the defeasance to be given in its name and on its behalf by mailing the notice to the registered owners of the Notes at the address shown on the books of registry and, if any Notes in bearer form are then outstanding, by publishing a one (1) time notice of defeasance in a financial journal published in the City of New York, New York.
AMENDING AND SUPPLEMENTING OF RESOLUTION
(a) The Trustees, from time to time and at any time and without the consent or concurrence of any holder of any Note, may adopt a resolution amendatory hereof or supplemental hereto, if the provisions of such supplemental resolution shall not materially adversely affect the rights of the holders of the Notes then outstanding, for any one or more of the following purposes:
(i) To make any changes or corrections in this Resolution as to which the Trustees shall have been advised by counsel that the same are corrections or changes required for the purpose of curing or correcting any ambiguity or defective or inconsistent provision or omission or mistake or manifest error contained in this Resolution, or to insert into this Resolution such provisions clarifying matters or questions arising under this Resolution as are necessary or desirable;
(ii) To add additional covenants and agreements of the University for the purpose of further securing the payment of the Notes;
(iii) To surrender any right, power or privilege reserved to or conferred upon the University by the terms of this Resolution;
(iv) To confirm as further assurance any lien, pledge, or charge or the subjection to any lien, pledge or charge, created or to be created by the provisions of this Resolution;
(v) To grant or confer upon the holders of the Notes any additional right, remedies, powers, authority, or security that lawfully may be granted or conferred upon them;
(vi) To modify any of the provisions of this Resolution in any other respects provided that such modification shall not be effective until after the Notes outstanding at the time such supplemental resolution is adopted shall cease to be outstanding, or until the holders thereof consent thereto pursuant to Section 8.02 hereof, and any Notes issued subsequent to any such modification shall contain a specific reference to the modifications contained in such supplemental resolution; and
(vii) To make such additions, deletions, or modifications as may be necessary to assure compliance with Section 148(f) of the Code relating to required rebate of excess investment earnings to the United States or otherwise as may be necessary to assure excludability of interest on the Notes from federal income taxation.
(b) The Trustees shall not adopt any supplemental resolution pursuant to the foregoing provisions of this Section unless in the opinion of counsel (which opinion may be combined with the opinion required by Section 8.04 hereof) the adoption of such supplemental resolution is permitted by the foregoing provisions of this Section and the provisions of such supplemental resolution do not adversely affect the rights of the holders of the Notes then outstanding.
Section 8.02 Amending and Supplementing of Resolution With Consent of Holders of Notes.
(a) With the consent of the holders of not less than a majority in principal amount of the Notes then outstanding, the Trustees from time to time and at any time may adopt a resolution amendatory hereof or supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the pro-visions of, this Resolution, or modifying or amending the rights and obligations of the Trustees under this Resolution, or modifying or amending in any manner the rights of the holders of the Notes then outstanding; provided, however, that, without the speci-fic consent of the holder of each such Note which would be affected thereby, no supple-mental resolution amending or supplementing the provisions hereof or thereof shall: (i) change the fixed maturity date of any Note or the dates for the payment of interest thereon, or reduce the principal amount of any Note or the rate of interest thereon; (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any supplemental resolution amending or supplementing the provisions of this resolution; (iii) give to any Note or Notes any preference over any other Note or Notes secured hereby; (iv) authorize the creation of any pledge of the proceeds of the Bonds, prior, superior, or equal to the pledge created herein for the payment of the Notes; or (v) deprive any holder of the Notes of the pledge of the proceeds of the Bonds afforded by this Resolution. Nothing contained in this Section, however, shall be construed to require the approval of the holders of the Notes of the adoption of any supplemental resolution authorized by the provisions of Section 8.01 hereof.
(b) It shall not be necessary that the consent of the holders of the Notes approve the particular form of wording of the proposed amendment or supplement or of the supplemental resolution effecting such amending or supplementing hereof pursuant to this Section. The University shall (i) mail a notice of such amendment or supplement at least once, not more than thirty (30) days after the effective date of such amendment or supplement, postage prepaid, to each holder of Notes in fully_registered form then outstanding at his address, if any, appearing upon the books of registry and to the Paying Agent, and (ii) if any Notes in bearer form are then outstanding, publish notice thereof one (1) time in a financial journal published in the City of New York, New York; but failure to mail copies of such notice to any of the holders shall not affect the validity of the supplemental resolution effecting such amendments or supplements or the consents thereto. Nothing contained in this paragraph, however, shall be construed to require the giving of notice of any amendment or supplement of this Resolution authorized by Section 8.01 hereof. No action or proceeding to set aside or invalidate such supplemental resolution or any of the proceedings for its adoption shall be instituted or maintained unless such action or proceeding is commenced within sixty (60) days after the mailing or publication (as applicable) of the notice required by this paragraph.
Section 8.03 Notation Upon Notes; New Notes Issued Upon Amendments.
Notes delivered after the effective date of any action taken as provided in this Article may bear a notation as to such action, by endorsement or otherwise and in form approved by the Trustees. In that case, upon demand of the holder of any Note outstanding after such effective date and upon the presentation of the Note for such purpose at the office of the Paying Agent, and at such additional offices, if any, as the Trustees may select and designate for that purpose, a suitable notation shall be made on such Note. If the Trustees shall so determine, new Notes, so modified as is necessary in the opinion of the Trustees upon the advice of counsel to conform to the amendments or supplements made pursuant to this Article, shall be prepared, executed and delivered, and upon demand of the holder of any Note then outstanding shall be exchanged without cost to such holder for Notes then outstanding, upon surrender of such outstanding Notes.
Section 8.04 Effectiveness of Supplemental Resolution.
Upon the adoption (pursuant to this Article and applicable law) by the Trustees of any supplemental resolution amending or supplementing the provisions of this Resolution and the delivery to the Paying Agent of an opinion of bond counsel that such supplemental resolution is in due form and has been duly adopted in accordance with the provisions hereof and applicable law and that the provisions thereof are valid and binding upon the Trustees, or upon such later date as may be specified in such supple-mental resolution, (a) this Resolution and the Notes shall be modified and amended in accordance with such supplemental resolution, (b) the respective rights, limitations of rights, obligations, duties, and immunities under this Resolution of the University and the holders of the Notes shall thereafter be determined, exercised, and enforced under this Resolution subject in all respects to such modifications and amendments, and (c) all of the terms and conditions of such supplemental resolution shall be a part of the terms and conditions of the Notes and of this Resolution for any and all purposes.
Section 8.05 Supplemental Resolution Affecting Paying Agent.
No supplemental resolution changing, amending, or modifying any of the rights, duties, and obligations of any Paying Agent appointed by or pursuant to the provisions of this Resolution may be adopted by the Trustees or be consented to by the holders of the Notes without written consent of such Paying Agent affected thereby.
MISCELLANEOUS
The Chairman, the Chief Financial Officer, and all other officers and employees of the University, upon advice of counsel, are fully authorized and empowered to take any necessary further action and to execute and deliver all closing documents as may be necessary and proper in order to complete the borrowing herein authorized and the action of the officers or employees or any one or more of them in executing and delivering any documents, in the form as he or they shall approve, is hereby fully authorized.
Section 9.02 Continuing Disclosure.
(A) Pursuant to Section 11_1_85 of the Code of Laws of South Carolina 1976, as amended (Section 11_1_85), the University covenants to file with a central repository for availability in the secondary bond market when requested:
(1) An annual independent audit, within thirty (30) days of the University's receipt of the audit; and
(2) Event specific information within thirty (30) days of an event adversely affecting more than 5% of the revenues of the University.
The only remedy for failure by the University to comply with the covenant in this Section 9.02(A) shall be an action for specific performance of this covenant. The University specifically reserves the right to amend or repeal this covenant to reflect any change in Section 11_1_85, without consent of any holder of any Note.
(B) In addition, the University hereby covenants and agrees that it will comply with the Continuing Disclosure Undertaking. Notwithstanding any other provisions in this Resolution, failure of the University to comply with the Continuing Disclosure Undertaking shall not be considered an Event of Default; however, any holder of any Note may take such action as may be necessary and appropriate, including seeking specific performance by court order, to cause the University to comply with the obligations under this Section 9.02(B).
Section 9.03 Vice Chairman may act in Chairman's Absence; Acting Secretary may act in Secretary's Absence.
In the absence of the Chairman, the Vice Chairman of the Trustees is fully authorized to exercise all powers vested in the Chairman under this Resolution. In the absence of the Secretary, the acting or assistant Secretary of the Trustees is fully authorized to exercise all powers and take all actions vested in the Secretary under this Resolution.
Section 9.04 Benefits of Resolution Limited to the Trustees and Holders of the Notes.
With the exception of rights or benefits herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Notes or the Bonds is intended or should be construed to confer upon or give to any person other than the University and the holders of the Notes or the Bonds, any legal or suitable right, remedy, or claim under or by reason of or in respect to this Resolution or any covenant, condition, stipulation, promise, agreement, or provision herein contained. This Resolution and all of the covenants, conditions, stipulations, promises, agreements, and provisions hereof are intended to be and shall be for and inure to the sole and exclusive benefit of the Trustees and the holders from time to time of the Notes or the Bonds as herein and therein provided.
Section 9.05 Resolution Binding Upon Successors or Assigns.
All the terms, provisions, conditions, covenants, warranties, and agreements contained in this Resolution shall be binding upon the successors and assigns of the University and shall inure to the benefit of the holders of the Notes and the Bonds.
Section 9.06 No Personal Liability.
No recourse shall be had for the enforcement of any obligation, covenant, promise, or agreement of the University contained in this Resolution, the Notes, or the Bonds, against any of the Trustees, or any officer or employee of the University, in his or her individual capacity, past, present, or future.
Section 9.07 Effect of Saturdays, Sundays, and Legal Holidays.
Whenever this Resolution requires any action to be taken on a Saturday, Sunday, or legal holiday or bank holiday in the State of South Carolina, the action shall be taken on the first business day occurring thereafter. Whenever in this Resolution the time within which any action is required to be taken or within which any right will lapse or expire shall terminate on a Saturday, Sunday, or legal holiday or bank holiday in the State of South Carolina, the time shall continue to run until midnight on the next succeeding business day.
Section 9.08 Law and Place of Enforcement of the Resolution.
This Resolution shall be construed and interpreted in accordance with the laws of the State of South Carolina and all suits and actions arising out of this Resolution shall be instituted in a court of competent jurisdiction in the State of South Carolina.
Section 9.09 Effect of Article and Section Headings.
The headings or titles of the several articles and Sections hereof shall be solely for convenience of reference and shall not affect the meaning, construction, interpretation, or effect of this Resolution.
Section 9.10 Savings Provision.
If any Article, Section, paragraph, clause, or provision of this Resolution shall be held invalid, the invalidity of such Article, Section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution.
Section 9.11 Repealing Clause.
All resolutions, ordinances, or parts thereof inconsistent herewith shall be, and the same are hereby, repealed to the extent of the inconsistencies.
Section 9.12 Effective Date.
This Resolution shall be effective without the necessity of any publication upon the date on which it is adopted.
DONE IN MEETING DULY ASSEMBLED this 13th day of December, 1999.
(SEAL)
ATTEST:
_____________________________
Chairman, Board of Trustees of
the University of South Carolina
____________________________
Secretary, Board of Trustees
of the University of South Carolina
_____________________________
Vice President for Business and Finance
of the University of South Carolina
EXHIBIT A
UNITED STATES OF AMERICA
STATE OF SOUTH CAROLINA
UNIVERSITY OF SOUTH CAROLINA
ATHLETIC FACILITIES REVENUE
BOND ANTICIPATION NOTE
SERIES 2000
KNOW ALL MEN BY THESE PRESENTS, that the University of South Carolina, an insti-tution of higher learning of the State of South Carolina (the "University"), FOR VALUE RECEIVED promises to pay, but only from the sources as hereinafter described, to Cede & Co., as nominee of The Depository Trust Company, New York, New York the principal sum of _____________________________ and No/100 Dollars on February __, 2001, [unless sooner redeemed as provided for herein,] together with interest from the date hereof at the rate of _________ and ______/100 per centum (______%) per annum, payable (on the basis of a 360-day year consisting of twelve 30-day months) at maturity.
This Note, which is one of an issue of $_________ aggregate principal amount of Athletic Facilities Revenue Bond Anticipation Notes, Series 2000, of the University (the "Notes"), is being issued pursuant to and in accordance with Article X, Section 13 of the Constitution of the State of South Carolina, 1895, as amended, Title 11, Chapter 17 of the Code of Laws of South Carolina 1976, as amended (the "Note Enabling Act"), and Act No. 518 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1980, as amended by Act No. 545 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1986, and as amended by Act No. 302 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1996, and as further amended by Act No. 6 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1997, collectively (the "Bond Enabling Act"); and a Resolution entitled "A Resolution Making Provision for the Issuance of Not Exceeding $13,000,000 University of South Carolina Athletic Facilities Revenue Bonds to Raise Moneys to Provide Permanent Financing for a Portion of the Cost of the 1995 Projects and the 1996 Projects and to Pay All or a Portion of the Principal of and Interest on Currently Outstanding Athletic Facilities Revenue Bond Anticipation Notes, Series 1999; and Authorizing the Issuance of Bond Anticipation Notes in Anticipation of the Issuance of the Bonds; and Other Matters Relating Thereto," duly adopted by the Board of Trustees of the University (the "Trustees") on December 13, 1999 (the "Resolution"), in anticipation of the issuance of Athletic Facilities Revenue Bonds (the "Bonds") to be issued by the University pursuant to the Bond Enabling Act, and is payable, both as to principal and interest, from the proceeds of the Bonds, or if the Bonds are not issued prior to the maturity of the Notes, from the sale, issuance and delivery of an issue of renewal or refunding bond anticipation notes and the imposition of the Admission Fee and Special Student Fee as such terms are defined in the Resolution.
This Note has been issued in fully-registered form, and all principal, interest or other amounts due hereunder shall be payable only to the registered owner hereof. The principal of and interest on this Note, when due, shall be payable upon presentation and surrender of this Note at the principal office of _________________, in the City of _______________, State of ____________________ as Paying Agent.
This Note may be transferred only upon assignment duly executed by the registered owner and validated by ____________________________, as registrar (the "Registrar") by both endorsement upon the Note and entry of the assignee's name and address upon the registration records to be maintained by the Registrar. So long as any amount remains outstanding hereunder, there may be only one registered owner of this Note at any time. Any purported assignment in contravention of the foregoing requirements shall be, as to the University, absolutely null and void. The person in whose name this Note shall be registered shall be deemed and regarded as the absolute owner hereof for all purposes; and payment of the principal of and interest on this Note shall be made only to or upon the order of the registered owner or his legal representative. All payments made in this manner shall be valid and effective to satisfy and discharge the liability of the University upon this Note to the extent of the sum or sums paid. No person other than the registered owner shall have any other rights under this Note against the University. Notwithstanding the foregoing, nothing herein shall limit the rights of a person having a beneficial interest in this Note as against a person (including the registered owner) other than the University, as in the case where the registered owner is a trustee or nominee for two or more beneficial owners of an interest in this Note.
[This Note is not subject to redemption prior to maturity.]
This Note is a special obligation of the University and there are hereby pledged to the payment of this Note, both principal and interest, when due, the proceeds of the Bonds or if the Bonds are not issued prior to the maturity of the Notes, from the sale, issuance and delivery of an issue of renewal or refunding bond anticipation notes and the imposition of the Admission Fee and the Special Student Fee as such terms are defined in the Resolution. The University at its option may also utilize any other funds available therefor for the payment of the principal of and interest on this Note. The full faith, credit, and taxing power of the State of South Carolina are not pledged for the payment of principal of and interest on this Note. The Trustees agree that they will issue no further bond anticipation notes in anticipation of the issuance of the Bonds.
This Note and the interest hereon are exempt from all state, county, municipal, school district and all other taxes or assessments, direct or indirect, general or special, and whether imposed for the purpose of general revenue or otherwise, except inheritance, estate, or transfer taxes.
This Note shall not be entitled to any benefit under the Resolution nor become valid or obligatory for any purpose until the Certificate of Authentication hereon shall have been duly executed by the Registrar specified below.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and Laws of the State of South Carolina to exist, to happen, or to be performed precedent to or in the issuance of this Note, do exist, have happened, and have been performed in regular and due time, form, and manner; that the amount of this Note and the issue of which it is a part does not exceed any constitutional or statutory limitation thereon; and that the Trustees have irrevocably obligated themselves to issue and sell, prior to the stated maturity hereof, in the manner prescribed by law, the Bonds in anticipation of which this Note is issued.
IN WITNESS WHEREOF, THE UNIVERSITY OF SOUTH CAROLINA has caused this Note to be executed in its name by the manual or facsimile signature of the Chairman of the Trustees and the Vice President For Business and Finance of the University, under the Seal of the University impressed hereon, and attested by the manual signature of the Secretary of the Board of Trustees this 23rd day of February, 2000.
(SEAL) UNIVERSITY OF SOUTH CAROLINA
ATTEST:
By:___________________
Chairman, Board of Trustees
By:___________________
Secretary, Board of Trustees
By:____________________
Vice President for Business and Finance
By:_____________________________
Authorized Officer
Additional abbreviations may also be used though not in list above.
_____________________________________________________________________
Dated:
_____________________________ ________________________________
Signature Guaranteed (Authorizing Officer)
_____________________________ ________________________________
(Bank, Trust Company or Firm) NOTICE: The signature to this assignment must correspond with the name of the registered holder as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever.
[FORM NOTICE OF SALE]
$_________________
UNIVERSITY OF SOUTH CAROLINA
ATHLETIC FACILITIES REVENUE
BOND ANTICIPATION NOTES
SERIES 2000
Notes: The Notes will be issued in either bearer form or, at the option of the successful purchaser, in fully-registered form; will be dated as of the date of their delivery; will be in denominations of $25,000 each or any integral multiple thereof as may be designated by the successful purchaser(s) thereof; will be numbered from 1 or R-1 upward; will be without coupons; will mature as to principal and interest on February __, 2001; and will be in typewritten form. Interest on the Notes will be computed on a 360-day year (consisting of twelve 30-day months) basis.
Redemption: [The Notes are not subject to redemption prior to their stated maturity.]
Registrar/Paying Agent. The State Treasurer or his designee shall act as Paying Agent and Registrar for the Notes. Both principal of and interest on the Notes shall be payable at such place as is designated by the State Treasurer.
Additional Notes: The Board covenants that the University will issue no additional bond anticipation notes in anticipation of the issuance of the Bonds, hereinafter defined.
Bid Requirements: Bidders shall specify a single rate of interest per annum which the Notes are to bear to be expressed as a percentage interest rate in one one-hundredths (1/100th) of a percent. Any sum named by way of premium shall be paid in cash as part of the purchase price. In addition, if a bidder wishes that Notes be delivered in fully-registered form, it must so state on its bid. No bid for the purchase of less than all of the Notes or at a price less than par will be considered.
The Notes will be awarded to the bidder or bidders offering to purchase the Notes at the lowest net interest cost to the University. The net interest cost will be determined by computing the total dollar interest cost from the date of the Notes to the maturity date and deducting therefrom the amount of the premium offered, if any, over and above the principal amount. For the purpose of calculating the effect of a premium, if any, it will be assumed that the Notes will be dated February 23, 2000. In the event two or more bids have the identical lowest net interest cost, the Notes will be awarded to one of such low bids selected by lot by the State Treasurer. The State Treasurer reserves the right to reject any and all bids or to waive irregularities on any bid. Bids will be accepted or rejected not later than 1:00 p.m., South Carolina time, on the day of the sale.
Each proposal shall be enclosed in a sealed envelope marked "Proposal for $__________ University of South Carolina, Athletic Facilities Revenue Bond Anticipation Notes, Series 2000" and should be directed to the State Treasurer at the address in the first paragraph hereof or may be sent by facsimile addressed to the State Treasurer at (803) 734-2039 (primary) or (803) 734-2697 (backup). If sending a proposal by facsimile, please do not use a cover sheet. No good faith check is required. It is requested, but not required, that bids be submitted on the official bid form, included herewith.
Authority: The Notes will be issued pursuant to Article X, Section 13 of the Constitution of the State of South Carolina, 1895, as amended; Title 11, Chapter 17 of the Code of Laws of South Carolina 1976, as amended; Act No. 518 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1980 and Act No. 545 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1986, and as further amended by Act No. 302 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1996, and as further amended by Act No. 6 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1997 ; a resolution duly adopted by the Board of Trustees on December 13, 1999, (the "Resolution"); and a resolution duly adopted by the South Carolina State Budget and Control Board. The Notes are issued in anticipation of the issuance of athletic facilities revenue bonds (the "Bonds"), and are payable, both as to principal and interest, from the proceeds of the Bonds or, if the Bonds are not issued prior to the maturity of the Notes, from the sale, issuance, and delivery of an issue of renewal or refunding bond anticipation notes, and the proceeds derived from the imposition of the Admission Fee and Special Student Fee, as defined in the Resolution.
Security: THE NOTES ARE SPECIAL OBLIGATIONS OF THE UNIVERSITY OF SOUTH CAROLINA, A STATE INSTITUTION OF HIGHER LEARNING, AND ARE PAYABLE SOLELY FROM AND SECURED BY A PLEDGE OF THE PROCEEDS DERIVED FROM THE SALE, ISSUANCE, AND DELIVERY OF ATHLETIC FACILITIES REVENUE BONDS OF THE UNIVERSITY OR, IF THE BONDS ARE NOT ISSUED PRIOR TO THE MATURITY OF THE NOTES, FROM THE SALE, ISSUANCE, AND DELIVERY OF AN ISSUE OF RENEWAL OR REFUNDING BOND ANTICIPATION NOTES AND THE PROCEEDS DERIVED FROM THE IMPOSITION OF THE ADMISSION FEE AND SPECIAL STUDENT FEE. THE NOTES DO NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE UNIVERSITY OR AN INDEBTEDNESS OR A PLEDGE OF THE FAITH, CREDIT, AND TAXING POWER OF THE STATE OF SOUTH CAROLINA WITHIN THE MEANING OF ANY PROVISION, LIMITATION OR RESTRICTION OF THE CONSTITUTION OR LAWS OF THE STATE OF SOUTH CAROLINA (OTHER THAN ARTICLE X, SECTION 13, PARAGRAPH 9 OF THE CONSTITUTION WHICH AUTHORIZES OBLIGATIONS OF STATE INSTITUTIONS PAYABLE SOLELY FROM A REVENUE-PRODUCING SOURCE NOT INVOLVING ANY TAX).
Purpose: Proceeds of the Notes, together with other available moneys, will be used to pay a portion of the principal of and interest on the $14,000,000 aggregate principal amount Athletic Facilities Revenue Bond Anticipation Notes, Series 1999, of the University.
Official Statement: The University has authorized the preparation of an Official Statement containing pertinent information relative to the Notes, and the Official Statement will serve as a "deemed final" Official Statement as required by Rule 15c2-12 of the Securities and Exchange Commission. Copies of the Official Statement and additional information concerning the Notes may be obtained by contacting Dianne McNabb, A.G. Edwards & Sons, Inc., 3399 Peachtree Road, Suite 1100, Atlanta, Georgia 30326, telephone (404) 237-3280.
The Official Statement, when further supplemented by an addendum or addenda or an amendment specifying the interest rate of the Notes, together with any other information required by law, shall constitute a "Final Official Statement" of the University with respect to the Notes, as that term is defined in Rule 15c2-12. By awarding the Notes to any underwriter or underwriting syndicate submitting a bid therefor, the University agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Notes are awarded 100 copies of the Final Official Statement. The University shall designate the senior managing underwriter of the syndicate to which the Notes are awarded as its agent for purposes of distributing copies of the Final Official Statement to each participating underwriter. Any underwriter executing and delivering a bid with respect to the Notes agrees thereby that if its bid is accepted by the University (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all participating underwriters of the Notes for purposes of assuring the receipt by each such participating underwriter of the Final Official Statement.
Continuing Disclosure: In order to assist bidders in complying with SEC Rule 15c2-12, the University will undertake pursuant to the Resolution authorizing the issuance of the Notes and a Continuing Disclosure Undertaking, to provide notices of certain events. A description of this undertaking is set forth in the Official Statement.
Certificate as to Issue Price: The successful bidders for the Notes must provide a certificate to the University on the day of sale, confirmed by a final certificate not later than the business day immediately following the sale date, stating the initial reoffering price of the Notes to the public (excluding bond houses and brokers) and the price at which a substantial amount of the Notes were sold to the public, in form satisfactory to Bond Counsel.
CUSIP: A CUSIP identification number will be printed on the Notes, but neither the failure to print such number on any Note nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Notes. All expenses in relation to the printing of CUSIP numbers on the Notes and the CUSIP Service Bureau charge for the assignment of the said number shall be paid for by the University.
Closing: The University shall furnish upon delivery of the Notes, the opinion of McNair Law Firm, P.A., Bond Counsel, which opinion will state that the Notes are valid and binding obligations of the University for which there is pledged the proceeds of the Bonds or if the Bonds are not issued prior to maturity of the Notes, from the proceeds of the sale of an issue of renewal or refunding bond anticipation notes and the revenue derived from the imposition of the Admission Fee and Special Student Fee as defined in the Resolution. The opinion will also state that assuming compliance by the University with certain covenants and agreements made in the proceedings authorizing the issuance of the Notes, interest on the Notes is excludable from gross income for federal income tax imposed on individuals and corporations; however it should be noted that with respect to corporations (as defined for federal income tax purposes), interest is taken into account for the purpose of computing alternative minimum tax imposed on corporations. The opinion will further state that the Notes and interest thereon will be exempt from all state, county, municipal, school district and all other taxes or assessments, direct or indirect, general or special, and whether imposed for the purpose of general revenue or otherwise, except inheritance, estate, or transfer taxes.
Appropriate certifications will be given to establish that the Notes are not "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the applicable regulations issued thereunder as in effect on the occasion of the delivery of the Notes, together with the usual closing documents, including a certificate that no litigation is pending affecting the Notes.
Delivery: The Notes will be delivered on February 23, 2000, at the Office of the State Treasurer in Columbia, South Carolina, at the expense of the University. The Notes may be delivered in Atlanta, Georgia; Charlotte, North Carolina; or New York, New York as requested by the successful purchaser at the expense of the purchaser. The purchase price then due must be paid in federal funds or other immediately available funds.
Grady L. Patterson
State Treasurer of South Carolina
UNIVERSITY OF SOUTH CAROLINA ATHLETIC FACILITIES
REVENUE BOND ANTICIPATION NOTES
SERIES 2000
State Treasurer of the State of South Carolina
Wade Hampton Office Building, Room 121
Capitol Complex
Columbia, South Carolina
The Notes shall bear interest at the rate of ________% per annum, calculated on the basis of a 360-day year consisting of twelve 30-day months.
The total interest cost, computed from February 23, 2000 to the maturity date of the Notes at the rate specified in the above Proposal is $_____________________
Less the premium offered, if any $(___________________)
The net interest cost of the Notes is $_____________________
The effective interest rate is _____________________%
(The above computations are submitted for information purposes only and are not a part of this Proposal).
We are requesting that the Notes be delivered in bearer/fully-registered form. [Circle one.]
Name of Bidder
____________________________________
Bid Submitted by:
____________________________________
Title: _______________________________
Contact: _____________________________
Phone Number: _______________________
Facsimile: ___________________________
State Treasurer of the
State of South Carolina
facsimile numbers:
(803) 734-2039 (primary)
(803) 734-2697 (backup)
[FORM OF CONTINUING DISCLOSURE UNDERTAKING]
This Continuing Disclosure Undertaking (the "Disclosure Undertaking") is executed and delivered by the University of South Carolina (the "Issuer") in connection with the issuance of $_______________ Athletic Facilities Revenue Bond Anticipation Notes, Series 2000 (the "Notes"). The Notes are being issued pursuant to a Resolution adopted by the Board of Trustees of the Issuer on December 13, 1999 (the "Resolution"). The Issuer covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Undertaking. This Disclosure Undertaking is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5) and S.E.C. Rule 15c2-12(d)(3).
SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or dispose of ownership of, any Notes (including persons holding Notes through nominees, depositories or other inter-mediaries), or (b) is treated as the owner of any Note for federal income tax purposes.
"Dissemination Agent" shall mean the Issuer or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation.
"Holders" or "Holders of the Notes" shall mean the registered owners of the Notes.
"Listed Events" shall mean any of the events listed in Section 3(a) of this Disclosure Undertaking.
"National Repository" shall mean any National Recognized Municipal Securities information Repository for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit A.
"Participating Underwriter" shall mean any of the original underwriters of the Notes required to comply with the Rule in connection with the offering of the Notes.
"Repository" shall mean each national Repository and each State Repository.
"Rule" shall mean Rule 15c2-12(b)(5) and Rule 15c2-12-(d)(3) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.
"State" shall mean the State of South Carolina.
"State Repository" shall mean any public or private repository or entity designated by the State as a state repository for the purpose of the Rule, and recognized as such by the Securities and Exchange Commission. As of the date of this Undertaking, there is no State Repository.
SECTION 3. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 3, the Issuer shall give or cause to be given notice of the occurrence of any of the following events with respect to the Notes, if material:
1. principal and interest payment delinquencies.
2. non-payment related defaults.
3. modification to the rights of the Holders of the Notes.
4. optional, contingent, or unscheduled note calls.
5. defeasances.
6. rating changes.
7. adverse tax opinions or events adversely affecting the tax-exempt status of the Notes.
8. unscheduled draws on the debt service reserves reflecting financial difficulties.
9. unscheduled draws on credit enhancements reflecting financial difficulties.
10. substitution of credit or liquidity providers, or their failure to perform.
11. release, substitution, or sale of property securing repayment of the Notes.
(b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall as soon as possible determine if such event would be material under applicable federal securities laws.
(c) If the Issuer determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Issuer shall promptly file a notice of such occurrence with the Municipal Securities Rulemaking Board and the State Repository. Notwithstanding the foregoing, notice of Listed Events described in subsection (a)(4) and (5) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Notes pursuant to the Resolution.
SECTION 4. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Notes. If such termination occurs prior to the final maturity of the Notes, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 3(c).
SECTION 5. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Undertaking, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Undertaking. The initial Dissemination Agent shall be the Issuer.
SECTION 6. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Undertaking, the Issuer may amend this Disclosure Undertaking, and any provision of this Disclosure Undertaking may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Section 3(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identify, nature, or status of an obligated person with respect to the Notes, or the type of business conducted;
(b) This Disclosure Undertaking, as amended or taking into account such waiver, would, in the opinion of nationally-recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Notes, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the Holders of the Notes in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of said nationally-recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the notes.
In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, notice of such change shall be given in the same manner as for a Listed Event under Section 3(c).
SECTION 7. Additional Information. Nothing in this Disclosure Undertaking shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Undertaking or any other means of communication, or including any other information in any notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Undertaking. If the Issuer chooses to include any information in any notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Undertaking, the Issuer shall have no obligation under this Undertaking to update such information or include it in any future notice of occurrence of a Listed Event.
SECTION 8. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Undertaking, any bondholder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Undertaking. A default under this Disclosure Undertaking shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Undertaking in the event of any failure of the Issuer to comply with this Disclosure Undertaking shall be an action to compel performance.
SECTION 9. Beneficiaries. This Disclosure Undertaking shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters, Holders and Beneficial Owners from time to time of the Notes, and shall create no rights in any other person or entity.
THE UNIVERSITY OF SOUTH CAROLINA
By:___________________________________
Vice President for Business and Finance
Date:_____________________
DPC Data Inc.
One Executive Drive
Fort Lee, NJ 07024
Internet address: nrmsir@dpcdata.com
Telephone:(201)346-0701
FAX: (201)947-0107
Standard & Poor's J.J. Kenny Repository
55 Water Street
45th Floor
New York, NY 10041
Telephone:(212)438-4595
FAX:(212)438-3975
Thomson NRMSIR
Attn: Municipal Disclosure
395 Hudson Street, 3d Floor
New York, NY 10014
Internet address: Disclosure@tfn.com
Telephone:(212)807-5001
or (800)689-8466
FAX:(212)989-2078