The Virginia Energy Leasing Program (VELP) was presented. The Com-
mittee received information on the Virginia Energy Leasing Program which pro-
vides state agencies with a source of low cost funds to finance energy efficient
projects. The University intends to initiate an energy conservation program in
Sanger Hall. Under the program, annual energy savings in Sanger Hall are es-
timated in excess of $400,000.
The Capital Project Status Report was presented for information.
Mr. Townes reported for the Student Affairs. A report on Student Advising
and Retention was presented. The report identified seven broad areas of influ-
ence: Academic Success Center and programs, access to information about
services at VCU, quality of life factors, facilities, financial factors, Student Affairs
programs and Student Services Centers, and faculty involvement. A faculty task
force is beginning work on developing an implementation plan addressing the
components of the retention efforts. A report on Student Advising and Retention
will remain on the agenda for future meetings, including data on student surveys.
An Update on Student Services was presented. The report presented an
overview of University Student Health Services, funded by a mandatory student
health fee. The report covered services available to students, including preven-
tive medicine programs and teaching, and group health insurance available
through VCU. Space and budget issues (including low salaries of personnel), as
well as the increased demand for psychiatric services were also discussed.
An update on Recreation Services was presented. The report presented
an overview and highlights of the recreational sports program at VCU, including
10
facilities used by the program and renovations to existing facilities and plans for
new facilities.
An update on Parking and Transportation Services was presented. The
report presented highlights of the past academic year related to parking and
transportation and plans for the up-coming academic year. The report included
information on student use of the Greater Richmond Transportation Company
Student Pass Program, initiated during the 1996-97 academic year.
An update on Housing Services was presented. The report was a follow-
up to the November 1996 report presented to the Committee detailing the five-
year history of occupancy, plans for future review of housing needs, and major
renovations. Discussions on future housing needs continue to be held with pri-
vate developers, although the University will need to develop a plan if nothing
materializes from the discussions. Technology improvements in the residence
halls were noted.
On motion made and seconded, the following items from the consent
agenda were approved:
Board of Visitors
Minutes of a Meeting held March 20, 1997
Minutes of a Special Meeting held March 19, 1997
Academic Policy Committee
Minutes of a Meeting held March 19, 1997
New Degree Program - B.S. in Biomedical Engineering
New Degree Program - B.A. in African-American Studies
Advancement Committee
Minutes of a Meeting held March 19, 1997
Audit Committee
Minutes of a Meeting held March 20, 1997
Finance and Investment Committee
Minutes of a Meeting held March 19, 1997
11
Minutes of a Special Meeting held March 20, 1997
Bond Resolution: 9c Bonds for West Broad Street Deck
(see Resolution below)
Health Affairs Committee
Minutes of a Meeting held March 19, 1997
Increased MCVH Mainframe Computer Capacity
CT/MRI Maintenance Service Agreement
Property Committee
Minutes of a Meeting held March 19, 1997
Project Plans for Track and Soccer
Occupancy Agreement for Biotech One with VCU
Outcomes Research
Occupancy Agreement for Biotech One with American Brain
Injury Consortium - Revised
Lease for Biotech One with Modern Medical Technology,
Institute for Clinical Trials and VCU Institute for
Inc. - Revised
Lease and Resolution for Biotech One with Star Tobacco and
Pharmaceuticals, Inc. (see Resolution below)
1998-2000 State Capital Budget Submission
Acceptance of Gift of Real Estate at 1228 East Broad Street
Acceptance of Gift of Real Estate at 1016 East Clay Street
Acceptance of Gift of Real Estate at 2911 North Boulevard
Acceptance of Gift of Real Estate at 515 North Tenth Street
Special Awards Committee
Minutes of a Meeting held March 19, 1997
Student Affairs Committee
Minutes of a Meeting held March 19, 1997
WHEREAS, there has been passed by the General Assembly of Virginia an
act entitled "Commonwealth of Virginia Higher Educational Institutions Bond Act of
1996" (the "1996 Act"), which has been signed by the Governor;
WHEREAS, the 1996 Act may be repealed but the Project, as defined be-
low, continues as an authorized project for bond financing through subsequent
legislation (the 1996 Act and any such subsequent legislation, the "Act");
WHEREAS, pursuant to the Act, the Treasury Board of the Commonwealth
of Virginia (the "Treasury Board") is authorized, by and with the consent of the
Governor, to sell and issue bonds or bond anticipation notes ("BANs") of the
Commonwealth of Virginia for the purpose of providing funds, with other available
funds, for paying the cost of acquiring, constructing, renovating, enlarging, im-
proving and equipping certain revenue-producing capital projects at certain institu-
tions of higher learning of the Commonwealth, including Virginia Commonwealth
University (the "Institution"), and for paying issuance costs, reserve funds and
other financing expenses (the "Financing Expenses"), all in accordance with the
provisions of Section 9(c) of Article X of the Constitution of Virginia;
12
WHEREAS, such revenue-producing capital projects include construction of
a parking deck on the academic campus of the Institution, including construction of
an academic bookstore located therein (Capital Outlay Project Number 15523)
(the "Project"), which will be a component of the Institution's parking system (the
"System"); and
WHEREAS, the Treasury Board is proposing to sell and issue bonds or
BANs pursuant to the Act for such revenue-producing capital projects, in one or
more series;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF VISITORS
OF VIRGINIA COMMONWEALTH UNIVERSITY:
Section 1. The Board of Visitors of the Institution (the "Board") requests the
Treasury Board to sell and issue bonds or BANs in an aggregate principal amount
not to exceed $13,000,000 to finance all or a portion of the cost of the Project plus
Financing Expenses (individually, the "Project Bonds" or "Project Notes," collec-
tively, the "Project Borrowing"). The Project Borrowing will be identified by amount
and maturities by the State Treasurer upon issuance of any bonds or BANs.
Section 2. The Board (a) covenants to fix, revise, charge and collect rates,
fees and charges, including without limitation rents, parking fees, space allocation
costs and royalty fees, for or in connection with the use, occupation and services
of the System and (b) pledges such rates, fees and charges remaining after pay-
ment of (i) the expenses of operating the System and (ii) the expenses related to
all other activities funded by such rates, fees and charges ("Net Revenues") to the
payment of the principal of, premium, if any, and interest on the Project Borrowing.
The Board further covenants that it will fix, revise, charge and collect such rates,
fees and charges in such amounts so that Net Revenues will at all times be suffi-
cient to pay, when due, the principal of, premium, if any, and interest on the Project
Borrowing and on any other obligations secured by Net Revenues (such payments
collectively the "Required Payments"). The Project Borrowing shall be secured on
a parity with such other obligations so secured by Net Revenues (other than any
obligations secured by a prior right in Net Revenues). Any Net Revenues pledged
herein in excess of the Required Payments may be used by the Institution for any
other lawful purpose.
Section 3. It is hereby found, determined and declared that, based upon
responsible engineering and economic estimates and advice of appropriate offi-
cials of the Institution, as shown on the Financial Feasibility Study attached hereto
as Exhibit A, the anticipated Net Revenues pledged herein will be sufficient to pay
the Required Payments so long as the aggregate amount of net debt service on
the Project Borrowing actually payable in any bond year does not exceed the
amounts assumed in the Financial Feasibility Study.
Section 4. The Board covenants that the Institution will furnish the Treas-
ury Board its general purpose financial statements, within 30 days of their issuance
and receipt, audited by a firm of certified public accountants or the Auditor of Pub-
lic Accounts, which shall include a schedule of revenues and expenditures for aux-
iliary enterprise systems. If Net Revenues are insufficient to pay Required Pay-
13
ments during such period, the Institution shall provide evidence of a plan to gener-
ate Net Revenues sufficient to make Required Payments in the future.
Section 5. The Board covenants that so long as any of the Project Borrow-
ing is outstanding, the Institution will pay to the State Treasurer, not less than 30
days before each interest or principal payment date, the amount certified by the
State Treasurer to be due and payable on such date as principal of, premium, if
any, and interest on the Project Borrowing.
Section 6. The Board covenants that the Institution will pay from time to
time its proportionate share of all expenses incurred in connection with the sale
and issuance of any series of bonds or BANs that includes the Project Borrowing
and all expenses thereafter incurred in connection with the Project Borrowing, in-
cluding without limitation the expense of calculating any rebate to the United
States of the earnings derived from the investment of gross proceeds of the Proj-
ect Borrowing, all as certified by the State Treasurer to the Institution.
Section 7. The Board covenants that the Institution will not take or omit to
take any action the taking or omission of which will cause any Project Borrowing to
be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue
Code of 1986, as amended, including regulations issued pursuant thereto (the
"Code"), or otherwise cause interest on any Project Borrowing to be includable in
the gross income of the owners thereof for federal income tax purposes under ex-
isting laws. Without limiting the generality of the foregoing, the Institution will pay
from time to time its proportional share of any rebate to the United States of the
earnings derived from the investment of the gross proceeds of the Project Bor-
rowing.
Section 8. The Board covenants that the Institution will proceed with due
diligence to undertake and complete the Project and that the Institution will spend
all of the available proceeds derived from the sale of the Project Borrowing for
costs associated with the Project and appropriated for the Project by the General
Assembly.
Section 9. The Board covenants that the Institution will not permit the pro-
ceeds of any Project Borrowing the interest on which is intended to be exempt
from Federal income taxation to be used in any manner that would result in (a)
10% or more of such proceeds being used in a trade or business carried on by any
person other than a governmental unit, as provided in Section 141(b) of the Code,
or 5% or more of such proceeds being used for uses that are not related or are
disproportionate to the governmental use of the Project, as provided in Section
141(b)(3) of the Code, (b) 5% or more of such proceeds being used with respect to
any output facility within the meaning of Section 141(b)(4) of the Code, or (c) 5% or
more of such proceeds being used directly or indirectly to make or finance loans to
any persons other than a governmental unit, as provided in Section 141(c) of the
Code. The Institution need not comply with such covenants if the Institution ob-
tains the written approval of the State Treasurer and an opinion of nationally rec-
ognized bond counsel acceptable to the Treasury Board that such covenants need
not be complied with to prevent the interest on the Project Borrowing from being
14
includable in the gross income of the owners thereof for federal income tax pur-
poses.
Section 10. The Board covenants that for so long as any of the Project Bor-
rowing is outstanding the Institution will not enter into any operating lease, man-
agement contract or similar agreement with any person or entity, other than a state
or local governmental unit, for all or any portion of the Project without first obtaining
the written approval of the State Treasurer and an opinion of nationally recognized
bond counsel acceptable to the Treasury Board that entering into such agreement
will not cause the interest on any Project Borrowing to be included in the gross in-
come of the owners thereof for federal income tax purposes.
Section 11. The Board covenants that for so long as any of the Project Bor-
rowing is outstanding, the Institution will not sell or dispose of all or any part of the
Project without first obtaining the written approval of the State Treasurer and an
opinion of nationally recognized bond counsel acceptable to the Treasury Board
that such sale or disposition will not cause interest on the Project Borrowing to be
included in the gross income of the owners thereof for federal income tax pur-
poses.
Section 12. The officers of the Institution are authorized and directed to
execute and deliver all certificates and instruments and to take all such further ac-
tion as may be considered necessary or desirable in connection with the sale and
issuance of the Project Borrowing.
Section 13. The Board acknowledges that the Treasury Board will rely on
the representations and covenants set forth herein in issuing the Project Borrow-
ing, that such covenants are critical to the security for the Project Borrowing and
the exclusion of the interest on the Project Borrowing from the gross income of the
owners thereof for federal income tax purposes, that the Board will not repeal, re-
voke, rescind or amend any of such covenants without first obtaining the written
approval of the Treasury Board, and that such covenants will be binding upon the
Board so long as any of the Project Borrowing is outstanding.
Section 14. This resolution shall take effect immediately.
The undersigned Executive Assistant to the President and Board of Visitors
of Virginia Commonwealth University (the "Board") does hereby certify that the
foregoing is a true and correct copy of a resolution adopted at a meeting of the
Board duly convened and held on May 16, 1997, at which a quorum was present
and voting, and that such resolution is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Board the day of May, 1997.
RESOLVED, that the Virginia Commonwealth University ("VCU"), as ten-
ant under the Master Lease dated as of August 18, 1994, ("Master Lease"), be-
tween the Virginia Biotechnology Research Park Authority ("Authority"), as land-
lord, and VCU, as tenant, hereby is authorized, directed, and empowered to (a)
consent to lease (the "STP" Lease") of space in the Biotech One building to the
Star Tobacco and Pharmaceuticals, Inc. ("STP"), as an Unapproved Space
Lease (as defined in the Master Lease), (b) consent to a tenant improvement
15
loan (the "TI Loan") from Crestar bank to the Authority to finance the fit-up for the
STP lease, (c) amend the Master Lease (the "Master Lease Amendment") so as
to increase the rent thereunder to finance repayment of the TI Loan and (d) ef-
fectuate the STP Lease, the TI Loan, and the Master Lease Amendment; and
further
RESOLVED, that Eugene P. Trani or any other officer of VCU be, and
they hereby are, authorized, directed, and empowered to do all acts and things
on behalf of VCU as he, or any of them, may deem necessary or appropriate to
effect the transactions contemplated by these resolutions, in their sole discretion,
with their signatures thereon to be conclusive evidence of the authority granted
hereby; with any changes approved by Dr. Trani or any other officer of VCU, and
any previous such action hereby is ratified, confirmed, authorized, and approved.
On motion made and seconded, the Items on the Consent Agenda for In-
formation were accepted.
On motion made and seconded, the following amendment to the to the
Board of Visitors' Bylaws were approved:
2:02. Suspension. Any of the provisions of these Bylaws may be sus-
pended at any regular or special meeting of the Board by a two-thirds vote
of the Visitors duly elected and installed.
Mr. Markel reported for the Board Nominating Committee for the Rector.
Committee members were Messrs. Markel (Chair), Townes, and Flippen. The
Committee recommended that Mr. Jay M. Weinberg be elected Rector of the
Board. On motion made and seconded, the Board approved the election of Mr.
Weinberg as Rector of the Board effective July 1, 1997.
Mr. Seigel appointed the Nominating Committee for Officers and Execu-
tive Committee. Members are: Messrs. Weinberg (Chair) and DeRusha; and
Drs. Smith and White.
On motion made and seconded, the Board convened into executive ses-
sion to discuss certain personnel matters involving the performance of identifi-
16
able employees or faculty of VCU, and to discuss the evaluation of performance
of departments or schools of VCU where such matters regarding such individuals
might be affected by such evaluation including the draft Affiliation Agreement
between Virginia Commonwealth University and the Medical College of Virginia
Hospitals Authority, the draft Bylaws for the Medical College of Virginia Hospitals
Authority, the draft Master Lease, the draft Clinical, Educational and Research
Services Agreement, the draft Operations and Services Agreement, the draft
Transfer Agreement, the Faculty Appointments and Changes in Status and other
Personnel Actions, the Full and Consultative Hospital Privileges, the Report of
the Vice President for Health Sciences, and the Report of the General Counsel,
and to discuss legal matters and probable litigation with its attorney including the
aforementioned Audit Reports as may be necessary, and to discuss the investing
of public funds including Stony Point, and to discuss matters relating to gifts, be-
quests, and fundraising activities including the Development Report and the ap-
proval of the Named Funds Report as authorized by Section 2.1-344 a(1), a(6),
a(7) and a(8) of the Virginia Freedom of Information Act.
Following executive session, on motion made and seconded, the following
resolution was approved by roll call vote:
Virginia Commonwealth University hereby certifies that, to the best of each
member's knowledge, (i) only public business matters lawfully exempted from
open meeting requirements by Virginia law were discussed in the executive ses-
sion meeting to which this certification resolution applies, and (ii) only such public
business matters as were identified in the motion convening the executive ses-
sion meeting were heard, discussed or considered by the Board of Visitors of
Virginia Commonwealth University.
17
Roll Call Vote Ayes Nays
Mr. Stuart C. Siegel, Rector X
Mr. William C. DeRusha Absent
Mr. Edward L. Flippen X
Mr. M. Boyd Marcus, Jr. X
Mr. Steven A. Markel X
Dr. W. Baxter Perkinson, Jr. X
Ms. Diane Linen Powell X
Mr. Robert E. Rigsby Absent
Dr. Lindley T. Smith X
Mr. Ted L. Smith X
Mr. Clarence L. Townes, Jr. X
Dr. David A. Vaughan X
Ms. Sandra M. Adair Vaughan Absent
Mr. Jay M. Weinberg, Rector X
Dr. H. George White, Jr. X
Dr. Percy Wootton Absent
Vote:
Ayes: 12
Nays: 0
ABSENT DURING MEETING: 4
ABSENT DURING VOTING: 4
On motion made and seconded, the Board accepted the Report of the
President; approved the Faculty Appointments and Changes in Status and other
Personnel Actions, as amended, including the appointment of John Dayhoff as
Vice Provost for Information Technology and Stephen Gottfredson as Dean of
the College of Humanities and Sciences; the Full and Consultative Hospital
Privileges, the Promotion and Tenure Recommendations and the Transfer of
Funds to University Health Services for the Stony Point Acquisition; and ap-
proved the Named Funds Report; accepted the Executive Session Committee
Reports and the Report of the General Counsel.
18
The meeting was adjourned at 12 noon
. Edward L. Flippen, Secretary
19
