Recommended Action
RESOLVED that the Board of Regents approves the Authorization of a Sixteenth Supplemental Resolution to Amend Pledged Revenues, as Defined.
RECOMMENDATION FROM:
Dan J. Wilson, Treasurer of the University of Colorado
STATEMENT OF INFORMATION: SIXTEENTH SUPPLEMENTAL RESOLUTION
WHEREAS, The Regents of the University of Colorado (the “Board”) has adopted a Master University Enterprise Bond Resolution on March 24, 2005 (as supplemented and amended to date, the “Master Resolution” and as further supplemented and amended by this Sixteenth Supplemental Resolution the "Resolution"); and
WHEREAS, this Sixteenth Supplemental Resolution is proposed for adoption pursuant to and in accordance with the Master Resolution; and
WHEREAS, Section 23-5-103, C.R.S. currently permits the Board to pledge up to ten percent of Tuition Revenues (as defined in the Master Resolution) in connection with a contract for the advancement of money, and the Master Resolution reflects this by limiting to ten percent the Tuition Revenues received by the University Enterprise that is included within Gross Revenues (as defined in the Master Resolution); and
WHEREAS, Senate Bill 16-121 amended Section 23-5-103, C.R.S. to allow governing boards of institutions of higher education, like the Board, to pledge under certain circumstances up to one hundred percent of tuition revenues in connection with a contract for the advancement of money; and
WHEREAS, Subsection (h) of the definition of Gross Revenues allows the Board to include in Gross Revenues such other income, fees and revenues as the Board determines, by resolution and without further consideration from the owners of the Bonds; and
WHEREAS, the Board has determined that, upon the passage and enactment into law of SB 16-121, the definition of "Gross Revenues" shall be amended, pursuant to subsection (h) thereof, to modify the percentage of Tuition Revenues included within Gross Revenues from ten percent to one hundred percent as provided for herein; and
WHEREAS, the Board has determined that the definition of "Student Fees" set forth in the Master Resolution shall be amended to include in such definition the student fee approved in April of 2015 by students at the UC Denver Downtown Campus (the "Wellness Center Fee") to fund construction of the Wellness Center and the yearly operational costs of the facility;
NOW, THEREFORE, BE IT RESOLVED BY THE REGENTS OF THE UNIVERSITY OF COLORADO:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions
Except as provided herein, all terms which are defined in Section 1.01 of the Master Resolution shall have the same meanings, respectively, in this Sixteenth Supplemental Resolution as such terms are given in the Master Resolution.
ARTICLE II
AMENDMENTS
Section 2.1 Amendments to the Master Resolution
(a) Pursuant to subsection (h) of the definition of "Gross Revenues" set forth in the Master Resolution, the definition of "Gross Revenues" contained in Section 1.01 of the Master Resolution is hereby amended and restated in its entirety to read as follows:
"Gross Revenues" means (a) all income and revenues derived by the University Enterprise from the Facilities, whether resulting from an original Facility or from improvements, extensions, enlargements, repairs or betterments thereto, replacements thereof or otherwise; (b) the Student Fees; (c) all income and revenues attributable to the Sales and Services of Auxiliary Educational Activities; (d) all revenues constituting rents or charges for the use of University buildings and facilities for research, including (i) all revenues derived by the University from the operation of the Research Facilities, whether resulting from an original Research Facility or from improvements, extensions, enlargements, repairs or betterments thereto, replacements thereof or otherwise, including insurance proceeds, and (ii) amounts accruing to the University from "overhead" charges on research contracts performed under the auspices of the University within the Research Facilities or within all other facilities of the University located at any campus of the University; (e) investment earnings on moneys in the Research Revolving Fund and on moneys attributable to the Facilities and the Sales and Services of Auxiliary Educational Activities; (f) Tuition Revenues received by the University Enterprise; (g) all revenues derived by the University Enterprise from the Facilities Construction Fees; and (h) such other income, fees and revenues as the Board hereafter determines, by resolution and without further consideration from the owners of the Bonds, to include in Gross Revenues, pursuant to law then in effect and not in conflict with the provisions and limitations of the Master Resolution or any Supplemental Resolution. The term Gross Revenues does not however, include (I) any Released Revenues in respect of which there have been filed with the Secretary of the Board the documents contemplated in the definition of "Released Revenues", or (II) any general fund moneys appropriated by the State General Assembly or any moneys derived from any general (ad valorem) tax levied against property by the State or any instrumentality thereof.
(b) Pursuant to subsection 12.0(f) of the Master Resolution, the definition of "Student Fees" contained in Section 1.01 of the Master Resolution is hereby amended and restated in its entirety to read as follows:
"Student Fees" means the following mandatory fees assessed against students at the University, including any increases in such fees as may be implemented from time to time:
(a) Boulder campus
(i) UCSU Student Activity Fees and Referenda Fees
(ii) Student Government Fees
(iii) Athletic Fees
(iv) Student Fee for the Recreation Facilities Improvements
(b) UC Denver Anschutz Medical campus
(i) Student Health Fees
(ii) Student Activities Fee
(c) UC Denver Downtown campus
(i) Student Activities Fee
(ii) Student Services Fee
(iii) Student Newspaper Fee
(iv) Cultural Events Fee
(v) Wellness Center Fee
(d) Colorado Springs campus
(i) University Center Fee
(ii) Student Activities Fees
(iii) Intercollegiate Athletics Fee
(iv) Child Care Facility Fee
(v) Student Recreation Center Fee and Recreation Fee
ARTICLE III
MISCELLANEOUS
Section 3.1 Construction
The Table of Contents and the headings of the several Articles and Sections of this Sixteenth Supplemental Resolution have been prepared for convenience of reference only and shall not control, affect the meaning of, or be taken as an interpretation of any provision of this Sixteenth Supplemental Resolution.
Section 3.2 Successors
All of the covenants, stipulations, obligations, and agreements by or on behalf of and any other provisions for the benefit of the University or the Board set forth in the Resolution shall bind and inure to the benefit of any successors thereof and shall bind and inure to the benefit of any officer, board, district, commission, authority, agent, enterprise, or instrumentality to whom or to which there shall be transferred by or in accordance with law any right, power, or duty of the University or the Board or of their respective successors, if any, the possession of which is necessary or appropriate in order to comply with any such covenants, stipulations, obligations, agreements, or other provisions hereof.
Section 3.3 Parties Interested Herein
Except as otherwise expressly provided in the Resolution, nothing expressed or implied in the Resolution is intended or shall be construed to confer upon or to give to any Person, other than the University, the Board, any Paying Agent, and the owners from time to time of any Outstanding Bonds, any right, remedy or claim under or by reason hereof or any covenant, condition or stipulation hereof. All the covenants, stipulations, promises and agreements set forth herein by and on behalf of the University shall be for the sole and exclusive benefit of the University, the Board, any Paying Agent and the owners from time to time of any Outstanding Bonds.
Section 3.4 Ratification
All action heretofore taken (not inconsistent with the provisions of the Resolution) by the Board, the officers of the University, and otherwise by the Board directed toward the subject matter of this Sixteenth Supplemental Resolution, be, and the same hereby is, ratified, approved and confirmed.
Section 3.5 Repealer
All bylaws, orders and resolutions, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revive any bylaw, order, resolution or part thereof, heretofore repealed.
Section 3.6 Severability
If any provision of the Resolution shall be held invalid or unenforceable, such holding shall not affect any other provisions hereof.
Section 3.7 Effective Dates
This Sixteenth Supplemental Resolution and the amendments to the Master Resolution set forth herein shall be effective immediately.
Section 3.8 Applicability of Master Resolution
The Master Resolution, as hereby amended, is in all respects ratified and confirmed, and the Master Resolution, as hereby amended and supplemented, shall be read, taken and construed as one and the same instrument.
PREVIOUS ACTION:
On February 18, 2016, the Board of Regents approved the Authorization of a Fifteenth Supplemental Resolution and Documents Relating to the Issuance of the University Enterprise Revenue Bonds, Series 2016A, and the University Enterprise Refunding Revenue Bonds, Series 2016B.