MINUTES OF A SPECIAL MEETING OF THE EXECUTIVE COMMITTEE OF THE
BOARD OF VISITORS OF VIRGINIA COMMONWEALTH UNIVERSITY
April 1, 1982
A special meeting of the Executive Committee of the Board of Visitors of
Virginia Commonwealth University was held on Thursday, April 1, 1982, at 4:00 p.m.
in the Conference Room at 910 West Franklin Street.
Present were Mesdames Bemiss and Thalhimer; Messrs. Balfour, Grey and Wyatt;
and Drs. Gayle and Nemuth. Mr. Ludeman was absent. Also present were Dr. Ackell;
Messrs. Bruegman, Guerdon, Ross and Schrock; Miss Cosby and Mrs. Price. Mr. John
MacConnell from the Attorney General's Office was also present.
Dr. Ackell reported that VCU had acquired $4.3 million in radiology equipment
for the New Hospital through normal State purchasing procedures. Due to limitations
in the amount of money budgeted for equipment purchases, it had been decided to enter
into a lease-purchase agreement to finance the radiology equipment. A financing
company that was one of the unsuccessful bidders on the lease-purchase agreement
raised a question with the Department of Purchases and Supply concerning the process
by which the financing company was selected. The Department of Purchases and Supply
Appeal Board reviewed the case and ruled that they did not have jurisdiction over
this type of transaction. The finance company then spoke to the Attorney General
who in turn questioned the University's authorization to engage in a lease-purchase
agreement.
Mr. Ross reported that, after several meetings with the Attorney General and
members of his staff, Mr. Baliles has authorized the University to proceed with the
lease-purchase transaction.
Following questions and discussion, on motion made and seconded, the following
Resolution was unanimously approved:
RESOLVED, that the proposal for the purchase of approxi-
mately $4.3 million of radiology equipment by the Medical
College of Virginia Division ("MCV") of Virginia Commonwealth
University (the "University") and the financing thereof by
Eden Hannon Goodwin & Co. ("EHG") through a conditional sale
agreement, the sale of the University's obligation to an
institutional investor under a sale and assignment and tax-exempt
conditional sale trust agreement, the procurement of a bank
letter of credit to secure the University's obligation and the
securing of the bank letter of credit through the pledge of certain
funds of the University, all as described to this meeting, is
hereby approved; and further
RESOLVED, that the Conditional Sale Agreement (the "Sale
Agreement"), dated as of April 2, 1982, between the University
and EHG providing for the acquisition and financing of approxi-
mately $4.3 million of radiology equipment for MCV, the Sale and
Assignment Agreement (the "Sale and Assignment"), dated as of
April 2, 1982, among the University, EHG and United Virginia
Bank, as trustee (the "Trustee"), the Tax Exempt Conditional Sale
Trust Agreement (the "Trust Agreement"), dated as of April 2,
1982, among the University, EHG and the Trustee, and the Letter
of Credit Agreement (the "LC Agreement"), dated as of April 2,
1982, between the University and United Virginia Bank, are hereby
approved in substantially the forms presented to this meeting,
with such changes as may be approved by the Vice President for
Finance of the University, his execution of such documents being
conclusive evidence of such approval; and further
RESOLVED, that the Vice President for Finance of the Uni-
versity is hereby authorized to execute and deliver the Sale Agree-
ment, the Sale and Assignment, the Trust Agreement and the LC
Agreement referred to above, and such other agreements and docu-
ments as may be appropriate to consummate the transactions de-
scribed above; provided, however, that such execution and de-
livery is expressly conditioned on the written approval of the
Office of the Attorney General of Virginia; and further
RESOLVED, that James G. Guerdon is hereby authorized to in-
struct the Trustee with respect to investment of funds under the
Trust Agreement; and James G. Guerdon and Richard D. Schrock are
hereby authorized to make written application to the Trustee for
withdrawal of funds to pay the purchase price of equipment under
the Trust Agreement, provided such applications are signed by
both of them; and further
RESOLVED, that the officers of the University and MCV are
hereby authorized to execute and deliver all other documents, and
take all other action, appropriate to consummate the transactions
described above.
The meeting was adjourned at 4:45 p.m.
Approved
