MINUTES OF A REGULAR MEETING OF THE
BOARD OF VISITORS OF
VIRGINIA COMMONWEALTH UNIVERSITY
May 14, 1999
A regular meeting of the Board of Visitors of Virginia Commonwealth Uni-
versity was held on Friday, May 14, 1999, at 1:30 p.m. in the Donor Room lo-
cated in the Stuart C. Siegel Recreation and Convocation Center at 1200 West
Broad Street.
Present were Messrs. Weinberg (Rector), Flippen, Gresham, Markel,
Pyon, Rigsby, Smith and Townes; Drs. Perkinson, Smith, White and Wootton;
and Mesdames Benner, Miles and Powell. Mr. DeRusha was absent. Also pre-
sent were Drs. Trani, Dewey, Harris, Kennedy, Kontos, Rhone and Self; Messrs.
Bunce, Gehring, Ross, Timmreck and Wyeth; and Mesdames Jones, Messmer
and Price.
Mr. Weinberg called the meeting to order and welcomed members of the
s.
The Report of the President followed:
Dr. Grace E. Harris was presented a Resolution (see below) for the years
of service and dedication to Virginia Commonwealth University.
Ms. Kunoor Jain, Board of Visitors Scholarship winner, was introduced.
Ms. Jain is a junior in the College of Humanities and Sciences, majoring in
biology and Spanish. Ms. Jain was awarded the Minority Academic
Achievement Award as well as being a member of the Phi Eta Sigma
Honor Society, Golden Key, and Sigma Delta Phi, the Spanish Honor
Society. Ms. Jain has maintained a grade point average of 3.91.
The Board of Visitors Teaching Fellows for 1999-2001 were introduced.
The faculty members are Dr. Bryant Mangum, a professor in the
Department of English; and Dr. Graham A. Patrick, a professor in the
Department of Pharmacology and Toxicology.
Mr. Michael Stiefel, Student Representative to the Board, was presented
with a gift for service to the Board during the 1998-99 year. Mr. Stiefel
will graduate on May 15, 1999, with a Ph.D. Mr. Stiefel is on track to
graduate from VCU's School of Medicine in the year 2000.
Commencement will be held on Saturday, May 15, 1999, at the Richmond
Coliseum. VCU will be awarding 2,087 baccalaureate degrees, 178 post-
graduate certificates, 1,275 master's degrees, 108 doctorate degrees, and
329 first-professional degrees including medicine, dentistry and pharmacy
for a total of 3,977 degrees. Governor Jim Gilmore will be the Com-
mencement speaker as well as being awarded an Honorary Degree.
Other awards include Honorary Doctor of Humane Letters awarded to
Ms. Daphne Maxwell Reid and Lord Butterfield of Stechford, in absentia;
the Edward A. Wayne Medal will be presented to Mr. Dick Robertson and
Mr. John Shreves; and the Presidential Medallion will be presented to
Mr. L. Wayne Batty, Dr. W. Robert Irby and Dr. Grace E. Harris.
An update on enrollment was presented.
On motion made and seconded, the following Resolution was approved:
WHEREAS Dr. Grace E. Harris, Provost and Vice President for Academic Affairs, exemplifies the highest standards of academic excellence, community in-
volvement, and personal integrity;
WHEREAS Dr. Harris has served Virginia Commonwealth University for 32 years
with distinction, beginning in 1967 as Assistant Professor of Social Work and
concluding in 1999 as Provost and Vice President for Academic Affairs, becom-
ing one of the highest-ranking African-American women among national research
universities;
WHEREAS Dr. Harris, in her roles as a social-work scholar and administrator,
community activist, and academic administrator, has not only influenced the
quality of life in the University and larger communities but also significantly in-
creased national recognition of the School of Social Work and the University;
WHEREAS Dr. Harris has instilled the value of diversity as an essential part of
the University's mission and promoted education as the central factor in the posi-
tive development of individuals and communities;
WHEREAS Dr. Harris has established strategic planning as the basis for Virginia
Commonwealth University's goals and objectives;
WHEREAS Dr. Harris has left a legacy, expressed within the urban and diverse
mission of Virginia Commonwealth University, for future generations of students;
THEREFORE, BE IT RESOLVED that the Board of Visitors of Virginia Com-
monwealth University expresses its profound admiration and respect for Dr. Har-
ris and wishes her well in her new role as Distinguished Professor in the Grace
E. Harris Leadership Institute in the Center for Public Policy.
Dr. Smith reported for the Academic and Health Affairs Policy Committee.
A Proposal for a Bachelor of Fine Arts in Photography and Film, School of the
Arts, was presented. The proposal has been reviewed within the University and
has received the endorsement of University Council. The department estimates
that the new B.F.A. program would have an enrollment of 100-120 majors, based
on studies conducted by the department. The Academic and Health Affairs Pol-
icy Committee recommended to the Board the approval of the Bachelor of Fine
Arts in Photography and Film.
A proposal for the VCU Institute for Women's Health was presented. The
proposal complies with University guidelines for creating a new institute. The
VCU Institute for Women's Health is being created as a means to pull together
and coordinate the many activities in women's health education, research, and
clinical care. The Institute will encourage multi-disciplinary collaboration among
faculty working in the area of women's health. The Academic and Health Affairs
Policy Committee recommended to the Board the approval of the establishment
of a VCU Institute for Women's Health.
The VCU SportsCenter was presented. The VCU SportsCenter will pro-
vide innovative graduate education in sports leadership culminating in a master's
degree in either sports management or coaching. The Academic and Health Affairs Policy Committee recommended to the Board the approval of the creation of
the VCU SportsCenter.
3
The Clinical, Education, and Research Services Agreement (CERSA
2000) was presented. The Affiliation Agreement between VCU and MCVH
Authority requires that a CERSA be developed in recognition of the mutual inter-
dependence of the Health Sciences Schools and the MCV Hospitals Authority.
The CERSA became effective on July 1, 1997, and renews automatically for one-
year terms, with covered services subject to an annual review and modification
process. The 1999-2000 CERSA provides a total of $28.6 million to cover serv-
ices from VCU to MCVHA. CERSA also provides $619,000 to MCVHA for serv-
ices to VCU. The Academic and Health Affairs Policy Committee recommended
to the Board the approval of the 1999-2000 Clinical, Education, and Research
Services Agreement between the MCV Hospitals Authority and VCU.
The Indigent Care - Sole Source Contract with MCV Physicians 1999-
2000 was presented. The Committee was asked to approve the renewal of the
contract of Virginia Commonwealth University with MCV Physicians pursuant to
indigent care services which are provided to the MCV Hospitals Authority as part
of the fulfillment of services agreed to under the Clinical, Educational, and Re-
search Services Agreement between VCU and the MCV Hospitals Authority.
The original sole-source contract approved by VCU for 1997-1998 provides for
not more than four one-year renewal terms. The contract is the second one-year
renewal. The estimated contract amount for the 1999-2000 fiscal year is $13.4
million. The Academic and Health Affairs Policy Committee recommended to the
Board the approval of the one-year renewal of the Sole Source Contract with
MCV Physicians for 1999-2000 for indigent care services.
A Faculty Panel on Research led a discussion on research at VCU. The
Vice President for Research and Graduate Studies served as moderator of a
panel of three VCU faculty members, Dr. Gregory C. Garman, Dr. Billy R. Martin,
and Dr. F. Ellen Netting, all recognized as exceptional scholars and researchers.
A Plan for Student Recruitment was presented. Material was distributed
at the meeting providing up-to-date information on the plan for student recruit-
ment.
A Progress Report on Implementation of Phase II of the Strategic Plan
was presented. Phase II of the Strategic Plan was approved by the Board of
Visitors in January 1998. The report covered progress made in 1998-1999 in im-
plementing Phase II of the Strategic Plan.
A Report on Grants, Contracts and Intellectual Property was presented.
The 1999 Report on Grants, Contracts, and Intellectual Property of Virginia
Commonwealth University indicates that VCU continues to exceed in all criteria
to maintain the prestigious recognition as a Research I University. Faculty mem-
bers were awarded $105 million in external funds for Fiscal Year 1998, surpassing all levels of funding in previous years and a 120 percent increase in the past
10 years.
A report on the Medical College of Virginia Hospitals Finances - Statistical
and Financial Summary through February - Fiscal Year 1999 was presented for
information. The Statistical and Financial Summary of the Medical College of
Virginia Hospitals Finances covers patient volume, operating revenue, and oper-
ating expense.
5
An Update on the Clinical and Operating Services Agreement (COSA-
2000) was presented. For 1999-2000, the COSA provides an estimated $19
million for services provided by MCV Physicians to the Authority.
Dr. Perkinson reported for the Advancement and External Relations
Committee. The Vice President for External Relations presented a program out-
lining the Office of External Relations which includes local government, federal
relations, community relations and news services.
Mr. Markel reported for the Audit Committee. The Vice Provost for Infor-
mation Technology presented a Year 2000 Project Status Report for information.
Mr. Smith reported for the Finance, Investment and Property Committee.
The Project Plans for Sanger Hall Renovations were presented. The purpose of
the project is to repair, replace, and improve major building systems in Sanger
Hall. The scope of work includes: elevator upgrades; improvements to the existing heating, ventilation and air conditioning (HVAC) system; improvements to the
electrical and emergency generator systems; improvements to the existing
building envelope; classroom modernization; and other limited architectural reno-
vations. The total project budget is $13,292,000, with a construction budget of
$10,800,000. The Finance, Investment and Property Committee recommended
to the Board approval of the project plans for Sanger Hall Renovations.
The Amendment to the Six-Year Capital Plan for the Architect/
Engineer Selection and the Project Plans for the Alumni House located at
924 West Franklin Street were presented. The project adapts a turn-of-
the-century 4,905 gross square foot, three-story townhouse for use as the
6
similar
IOU Alumni House. The Finance, Investment and Property Committee
recommended to the Board the following:
• Amendment to the Six-Year Capital Plan 1998-2000 bien-
nium total to $103,987,450 to include the $630,450 renova-
tion of the property.
• The selection of RGA/SSA Architects for the renovation.
• The project plans with a construction budget of $499,500
and an overall project budget of $630,450.
The Statement of Investment Objectives, Policies and Guidelines for the
Operating Pool was presented. The changes relate primarily to grammar and
nomenclature. The Finance, Investment and Property Committee recommended
to the Board the approval of the revised Statement of Investment Objectives,
Policies and Guidelines for the Operating Pool.
The Issuance of a Request for Proposal for Housekeeping Services was
presented. The terms of the contract would be 24 months, with three one-year
renewal options, and the contract amount will be approximately $1,100,000 an-
nually. The Finance, Investment and Property Committee recommended to the
Board the approval of the proposed Issuance of the Request for Proposal for
Housekeeping Services.
The Finance, Investment and Property Committee recommended to the
Board the approval of the following resolution authorizing the University to fi-
nance the completion of renovations to Parking Deck "D" on the MCV Campus
with Ms. Powell abstaining. The Finance and Investment Committee approved a
similar resolution in May 1998 for the initial $6.1 million financing; total project
cost is $7.3 million.
WHEREAS, pursuant to Chapter 3.2, Title 23 of the Code of Virginia of 1950, as
amended (the "Act"), the General Assembly of Virginia has authorized the Vir-
ginia College Building Authority (the "Authority") to develop a pooled bond pro-
gram (the "Program") to purchase bonds and other debt instruments issued by
public institutions of higher education in the Commonwealth of Virginia (the "In-
stitutions") to finance or refinance the construction of projects of capital improve-
ment specifically included in a bill passed by a majority of those elected to each
house of the General Assembly of Virginia (the "Projects");
WHEREAS, the Authority intends to issue from time to time under the Program
its Educational Facilities Revenue Bonds (Public Higher Education Financing
Program) (the "Bonds") to finance the purchase of bonds and other debt instru-
ments issued by the Institutions to finance or refinance the Projects, all in the
furtherance of the purposes of the Act and the Program;
WHEREAS, the Board of Visitors of Virginia Commonwealth University (the
"Board") may from time to time wish to finance or refinance Projects of Virginia
Commonwealth University (the "Institution") through the Program;
WHEREAS, if the Institution wishes to finance or refinance a Project through the
Program, it will be necessary for the Institution to enter into a Loan Agreement (a
"Loan Agreement") between the Authority and the Institution and to evidence the
loan to be made by the Authority to the Institution pursuant to the Loan Agree-
ment by issuing the Institution's promissory note (the "Note") pursuant to Section
23-19 of the Code of Virginia of 1950, as amended, and pursuant to the Loan
Agreement, the Authority will agree to issue its Bonds and to use certain pro-
ceeds of the Bonds to purchase the Note issued by the Institution and the Institu-
tion will agree to use the proceeds received from the Authority to finance or refi-
nance the construction of the Project and to make payments under the Loan
Agreement and the Note in sums sufficient to pay, among other administrative
and arbitrage rebate payments, the principal of, premium, if any, and interest due
on that portion of the Bonds issued to purchase the Note;
WHEREAS, in 1998 the Institution issued a Note (the "1998A Note") in the prin-
cipal amount of $12,900,000, $6,078,000 of which is allocable to the Renovations
to Parking Deck "D" project (the "1998A Project"), and the Institution now pro-
poses to sell to the Authority its Note (the "1999A Note") to be issued under a
Loan Agreement (the "1999A Loan Agreement") to finance or refinance the re-
maining cost of the 1999A Project;
WHEREAS, there has been presented to the Board the proposed forms of the
1999A Note and the 1999A Loan Agreement; and
WHEREAS, it is the desire of the Board to approve the execution and delivery of
the 1999A Loan Agreement and the execution and issuance of the 1999A Note
8
on terms and conditions substantially in accordance with the forms presented to
the Board and, similarly, to authorize officers of the Institution to execute, deliver
and issue in the name of and on behalf of the Institution, the 1999A Loan Agree-
ment, the 1999A Note and any and all documents necessary or desirable to ef-
fectuate the financing or refinancing of the remaining costs of the 1999A Project
through the Program with the Authority and to facilitate the purchase of the
1999A Note by the Authority;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF VISITORS OF
THE INSTITUTION:
Section 1. The 1999A Loan Agreement and 1999A Note are approved in sub-
stantially the forms presented to the Board and the pledge of Pledged General
Revenues to the payment of the 1999A Note, as provided in the 1999A Loan
Agreement, is hereby authorized.
Section 2. The President of the Institution, the Vice President for Finance and
Administration of the Institution and the Assistant Vice President for Business
Services and Treasurer of the Institution (the "Authorized Officers"), or any of
them, are hereby individually delegated and invested with full power and author-
ity to execute, deliver and issue, on behalf of the Board, (a) the 1999A Loan
Agreement in substantially the form submitted to the Board with such changes,
insertions or omissions as may be approved by any Authorized Officer, whose
approval shall be evidenced conclusively by the execution and delivery of the
1999A Loan Agreement, (b) the 1999A Note in substantially the form submitted
to the Board with such changes, insertions or omissions as may be approved by
the Authorized Officers, whose approval shall be evidenced conclusively by the
execution and issuance of the 1999A Note, and (c) any and all other documents,
instruments or certificates as may be deemed necessary to consummate the fi-
nancing or refinancing of the remaining costs of the 1999A Project through the
Program, the construction of the 1999A Project and the Institution's participation
in the Program, and to further carry out the purposes and intent of this Resolu-
tion. The Authorized Officers are directed to take such steps and deliver such
certificates prior to the delivery of the 1999A Note as may be required under ex-
isting obligations of the Institution, including its bond resolution authorizing and
securing (a) its General Revenue Pledge Bonds, Series 1995, and (b) its General
Revenue Pledge Bonds, Series 1996A and 1996B.
Section 3. The authorizations given above as to the execution, delivery and
issuance of the 1999A Loan Agreement and the 1999A Note are subject to the
following parameters: (a) that the principal amount to be paid under the 1999A
Note shall not be greater than the amount authorized for the 1999A Project by
the General Assembly of Virginia, including any adjustments required or permit-
ted by law, such as a subtraction of the $6,078,000 principal amount of the
1998A Note allocable to the 1999A Project, and shall not exceed $1,500,000, (b)
that no interest rate payable under the 1999A Note shall exceed a "true" or "Ca-
9
nadian" interest cost more than fifty basis points higher than the interest rate for
"AA" rated securities with comparable maturities, as reported by Delphis-
Hanover, or another comparable service or index on the date that interest rates
on the 1999A Note are determined, taking into account original issue discount or
premium, if any, (c) that the weighted average maturity of the principal payments
due under the 1999A Note shall not be in excess of twenty (20) years, (d) that
the last principal payment date under the 1999A Note shall not extend beyond
the period of the reasonably expected economic life of the 1999A Project, (e) that
the financing of the 1999A Project and the terms and provisions of the 1999A
Loan Agreement and the 1999A Note will comply with the Alternative Construc-
tion and Financing Guidelines issued by the Commonwealth's Secretary of Fi-
nance, and (f) that the actual interest rates, maturities, and date of the 1999A
Note shall be approved by an Authorized Officer, which approval will be evi-
denced by the execution of the 1999A Note. The 1999A Note shall be sold to the
Authority at a price of par.
Section 4. The Board acknowledges, on behalf of the Institution, that if the In-
stitution fails to make any payments of debt service due under any Loan Agree-
ment or Note, including the 1999A Loan Agreement and the 1999A Note, the
Program authorizes the State Comptroller to charge against the appropriations
available to the Institution all future payments of debt service on that Loan
Agreement and Note when due and payable and to make such payments to the
Authority or its designee, so as to ensure that no future default will occur on such
Loan Agreement or Note.
Section 5. The Board agrees that if the Authority determines that the Institu-
tion is an "obligated person" under Rule 15c2-12 of the Securities and Exchange
Commission with respect to any issue of Bonds, the Institution will enter into a
continuing disclosure undertaking in form and substance satisfactory to the
Authority and the Institution and will comply with the provisions and disclosure
obligations contained therein.
Section 6. This resolution shall take effect immediately upon its adoption.
A lease for 1310-1312 West Main Street was presented. The lease is for
approximately 2,267 square feet, with an initial lease term of five (5) years com-
mencing August 1, 1999. The Finance, Investment and Property Committee recommended to the Board the approval of the lease at 1310-1312 West Main
Street for the VCU Center for Public Policy's Transportation Safety Center.
10
