ments project, the Sciences Building project and the VCU Sports Medicine Center proj-
ect (each, a "2000A Project" and together, the "2000A Projects");
WHEREAS, there has been presented to the Board the proposed forms of
the 2000A Note and the 2000A Loan Agreement; and
WHEREAS, it is the desire of the Board to approve the execution and de-
livery of the 2000A Loan Agreement and the execution and issuance of the 2000A Note
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 2000A Loan Agreement, the 2000A
Note and any and all documents necessary or desirable to effectuate the financing or
refinancing of the costs of the 2000A Projects through the Program with the Authority
and to facilitate the purchase of the 2000A Note by the Authority;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF VISITORS
OF THE INSTITUTION:
Section 1. The 2000A Loan Agreement and 2000A Note are approved
in substantially the forms presented to the Board and the pledge of Pledged General
Revenues to the payment of the 2000A Note, as provided in the 2000A Loan Agreement, is hereby authorized
Section 2. The President of the Institution, the Vice President for Fi-
nance and Administration of the Institution and the Assistant Vice President for Busi-
ness Services and Treasurer of the Institution (the "Authorized Officers"), or any of
them, are hereby individually delegated and invested with full power and authority to
execute, deliver and issue, on behalf of the Board, (a) the 2000A Loan Agreement in
substantially the form submitted to the Board with such changes, insertions or omis-
sions as may be approved by any Authorized Officer, whose approval shall be evi-
denced conclusively by the execution and delivery of the 2000A Loan Agreement, (b)
the 2000A Note in substantially the form submitted to the Board with such changes, in-
sertions or omissions as may be approved by any Authorized Officer, whose approval
shall be evidenced conclusively by the execution and issuance of the 2000A Note, and
(c) any and all other documents, instruments or certificates as may be deemed neces-
sary to consummate the financing or refinancing of the costs of the 2000A Projects
through the Program, the development of the 2000A Projects and the Institution's par-
ticipation in the Program, and to further carry out the purposes and intent of this Reso-
lution. The Authorized Officers are directed to take such steps and deliver such certifi-
cates prior to the delivery of the 2000A Note as may be required under existing obliga-
tions 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 2000A Loan Agreement and the 2000A Note are subject to the fol-
lowing parameters: (a) that the principal amount to be paid under the 2000A Note with
14
respect to each 2000A Project shall not be greater than the amount authorized for that
2000A Project by the General Assembly of Virginia, including any adjustments required
or permitted by law, and shall not exceed $3,113,000 with respect to the Sanger Hall
Improvements project, $4,744,000 with respect to the Sciences Building project and
$4,781,000 with respect to the VCU Sports Medicine Center project, (b) that no stated
or effective interest rate payable under the 2000A Note shall exceed a "true" or "Cana-
dian" 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 2000A Note are deter-
mined, taking into account original issue discount or premium, if any, (c) that the
weighted average maturity of the principal payments due under the 2000A Note shall
not be in excess of twenty (20) years, (d) that the last principal payment date under the
2000A Note with respect to each 2000A Project shall not extend beyond the period of
the reasonably expected economic life of that 2000A Project, (e) that the financing of
the 2000A Projects and the terms and provisions of the 2000A Loan Agreement and the
2000A Note will comply with the Alternative Construction and Financing Guidelines is-
sued by the Commonwealth's Secretary of Finance, and (f) that the actual interest rates,
maturities, and date of the 2000A Note shall be approved by an Authorized Officer,
which approval will be evidenced by the execution of the 2000A Note.
Section 4. The Board acknowledges, on behalf of the Institution, that if
the Institution fails to make any payments of debt service due under any Loan Agreement or Note, including the 2000A Loan Agreement and the 2000A 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
Institution is an "obligated person" with respect to which a disclosure obligation is owed
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 adop-
see attached loan agreement)
Select Retirement Resolution
WHEREAS, employees of Virginia Commonwealth University (the "University")
currently receive retirement benefits through either the Optional Retirement Plan
("ORP") and/or the Virginia Retirement System ("VRS"); and
WHEREAS, the University is permitted to accrue benefits on behalf of its employees under the ORP and/or the VRS only on income equal to or less than the
limit set by Internal Revenue Code (the "Code") section 401(a)(17) per year; and
WHEREAS, the University currently has employees who participate in the ORP
and/or the VRS who earn more than the applicable Code section 401(a)(1 7) an-
nual limit and, further, anticipates hiring additional employees, who will be eligible
to participate in the ORP and/or the VRS, and who may earn more than the
aforementioned limit; and,
WHEREAS, the Code permits the establishment of supplemental retirement
plans by public institutions of higher education pursuant to which additional re-
tirement benefit contributions legitimately can be made even for persons who
earn in excess of the maximum salary levels specified in the Code; and
WHEREAS, other public institutions of higher education have implemented such
supplemental retirement plans; and
WHEREAS, the University wishes to remain competitive in the employment mar-
ket;
NOW THEREFORE, be it RESOLVED by the Board of Visitors of Virginia Common-
wealth University, that the Board of Visitors hereby authorizes the establishment of a
Select Retirement Plan (the "Plan") consistent with the provisions of the Internal Reve-
nue Code, as amended, and, further, authorizes the implementation of the Plan for cer-
tain employees of Virginia Commonwealth University who participate in the Plan, for
which Virginia Commonwealth University will serve as the Plan Sponsor; and
BE IT FURTHER RESOLVED that the Board of Visitors hereby designates the
President of the University or the University Vice President for Finance and Ad-
ministration, or either of them, as the responsible University official with respect
to establishing and administering the Virginia Commonwealth University Select
Retirement Plan.
On motion made and seconded, the Board accepted the Consent Agenda infor-
mation items.
The 2000-2002 University Budget Plan and the 2000-01 Tuition and Fees were
presented. On motion made and seconded, the Board approved the 2000-2002 Univer-
sity Budget Plan and the 2000-01 Tuition and Fees.
16
The Rector reappointed Dr. W. Baxter Perkinson, Jr. to serve a three-year term
on the Medical College of Virginia Hospitals Authority Board of Directors.
On motion made and seconded, the Board convened into closed session to dis-
cuss certain personnel matters and matters relating to the performance of identifiable
employees and faculty of VCU, including Faculty Appointments and Changes in Status
and other Personnel Actions, Promotion and Tenure Recommendations, the VCU Clini-
cal Faculty Salaries for the School of Medicine for 2000-2001, and the Proposed Dental
Faculty Practice Earnings Increase for 2000-2001; and to discuss the performance of
departments or schools of VCU where such matters regarding such individuals might be
affected by such evaluation, including Audit Reports of individually identified depart-
ments and/or schools; to discuss the condition, acquisition or use of real property for
public purpose, or of the disposition of publicly held property, or of plans for the future of
a state institution of higher education which could affect the value of property owned or
desirable for ownership by such institution including the acquisition of property on or
adjacent to the Academic Campus; to consult with legal counsel pertaining to actual and
probable litigation and other specific legal matters requiring the provision of legal advice
by counsel, including the Report of the General Counsel; to discuss the investing of
public funds including Investment Reports; and to discuss matters relating to gifts, be-
quests, and fundraising activities, including the approval of the Named Funds Report
and Facility Naming Recommendations and a Development Report as authorized by
Sections 2.1-344 a(1), a(3), a(6), a(7) and a(8) of the Virginia Freedom of Information
Act.
Following closed session, on motion made and seconded, the following
17
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 re-
quirements by Virginia law were discussed in the closed session meeting to which this
certification resolution applies, and (ii) only such public business matters as were identi-
fied in the motion convening the closed session meeting were heard, discussed or con-
sidered by the Board of Visitors of Virginia Commonwealth University.
Roll Call Vote Ayes Nays
Mr. Edward L. Flippen, Rector X
Mr. Ralph L. "Bill" Axselle, Jr. X
Ms. Yvonne E. R. Benner X
Mr. Timothy L. Gresham X
Dr. Stephen P. Long X
Mr. Steven A. Markel X
Ms. Angela Miles Absent
Dr. W. Baxter Perkinson, Jr. X
Mr. Monty W. Plymale X
Mr. Harold Y. Pyon X
Mr. Robert E. Rigsby Absent
Dr. Lindley T. Smith X
Mr. Ted L. Smith X
Mr. Clarence L. Townes, Jr. X
Mr. Jay M. Weinberg X
Dr. Percy Wootton X
Vote:
Ayes: 14
Nays: 0
Absent during meeting: 2
Absent during voting: 2
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; approved the Named Funds Report and Facility Naming Recommenda-
tions; approved the Promotion and Tenure Recommendations; approved the VCU Clini-
cal Faculty Salaries for the School of Medicine 2000-2001; approved the proposed
Dental Faculty Practice Earnings Increase for 2000-2001; approved the acquisition of
18
property on or adjacent to the Academic Campus; accepted the closed session Com-
mittee Reports; and accepted the Report of the General Counsel.
The meeting was adjourned at 11:55 a.m.
19
LOAN AGREEMENT
between
VIRGINIA COLLEGE BUILDING AUTHORITY
and
VIRGINIA COMMONWEALTH UNIVERSITY
, 2000
THIS LOAN AGREEMENT HAS BEEN ASSIGNED TO, AND IS SUBJECT TO A
SECURITY INTEREST GRANTED BY THE AUTHORITY IN FAVOR OF THE BANK
OF NEW YORK, AS TRUSTEE, UNDER A MASTER INDENTURE OF TRUST DATED
AS OF SEPTEMBER 1, 1997 AS AMENDED OR SUPPLEMENTED FROM TIME TO
TIME. INFORMATION CONCERNING SUCH SECURITY INTEREST MAY BE
OBTAINED FROM THE TRUSTEE AT ITS CORPORATE TRUST OFFICE IN NEW
YORK, NEW YORK.
ARTICLE I
TABLE OF CONTENTS
Page
Parties
Recitals
DEFINITIONS AND RULES OF CONSTRUCTION
1 Section 1.1. Definitions
Section 1.2. Rules of Construction 4
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by Authority 4
Section 2.2. Representations by Institution 5
ARTICLE III
CONSTRUCTION OF 2000A PROJECT
Section 3.1. Construction of 2000A Project 6
Section 3.2. Completion/Expenditure Certificate 7
Section 3.3. Application of Proceeds of 2000A Bonds 8
Section 3.4. Default in Contractors' Performance 8
Section 3.5. Disclaimer of Warranties 8
Section 3.6. Closing Submissions 9
ARTICLE IV
ISSUANCE AND PURCHASE OF 2000A NOTE;
TERM; PAYMENT PROVISIONS
Section 4.1. The 2000A Note 9
Section 4.2. Payments 9
Section 4.3. Interest Upon Default in Payments 10
Section 4.4. Payments Assigned 11
Section 4.5. Nature of Obligations of Institution 11
Section 4.6 Nature of Obligations of Authority 1
Section 4.7. No Lien on 2000A Project to Secure 2000A Bonds 1
Section 4.8. Prepayment Provisions 1
ARTICLE V
MAINTENANCE AND USE OF 2000A PROJECT; COVENANTS
Section 5.1. Maintenance and Use of 2000A Project 1
Section 5.2. Insurance 1
Section 5.3. Insurance and Condemnation Proceeds 1
Section 5.4. Liens 1
Section 5.5. Information 1
Section 5.6. Maintenance of Existence, Merger, Consolidation, etc 1
Section 5.7. Maintenance of Tax Exemption 1
Section 5.8. Taxes; Other Governmental Charges 1
Section 5.9. Continuing Disclosure Undertaking 1
ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES
Section 6.1. Events of Default 2
Section 6.2. Notice of Default 2
Section 6.3. Remedies on Default 2
Section 6.4. Attorneys' Fees and Other Expenses 2
Section 6.5. Application of Moneys 2
Section 6.6. No Remedy Exclusive; Waiver; Notice 2
ARTICLE VII
MISCELLANEOUS
Section 7.1. Assignment by Institution 2
Section 7.2. Notices 2
Section 7.3. Severability 2
Section 7.4. Successors and Assigns 2
Section 7.5. Applicable Law; Entire Understanding 2
Section 7.6. Counterparts 2
Section 7.7. Amendments 2
ii
Testimonium 26
Signatures 26
Receipt 26
Exhibit A - Description of 2000A Project
Exhibit B - Form of 2000A Note
Exhibit C- Form of Opinion of Counsel to Institution
Exhibit D- Notice of Failure to File Annual Report
[Audited Annual Financial Statements]
iii
THIS LOAN AGREEMENT, made as of , 2000 (the "2000A
Loan Agreement"), by and between the VIRGINIA COLLEGE BUILDING AUTHORITY,
a public body corporate and a political subdivision, agency and instrumentality of the
Commonwealth of Virginia (the "Authority"), and VIRGINIA COMMONWEALTH
UNIVERSITY, an institution of higher education in the Commonwealth of Virginia
identified in Section 23-14 of the Code of Virginia of 1950, as amended (the
"Institution");
WITNESSETH:
WHEREAS, the Authority is authorized by the Virginia College Building
Authority Act of 1966, Chapter 3.2, Title 23, Code of Virginia of 1950, as amended (the
"Act"), to provide assistance to public institutions of higher education in the
Commonwealth through the purchase of debt obligations issued by such institutions to
finance or refinance the construction of projects of capital improvement;
WHEREAS, the Authority will, pursuant to the Act, provide for the
purchase of the 2000A Note issued by the Institution under this 2000A Loan Agreement,
and other similar notes issued by other public institutions of higher education, by issuing
its $ Educational Facilities Revenue Bonds (Public Higher Education
Financing Program), Series 2000A (the "2000A Bonds"), thereby providing funds to the
Institution to finance or refinance a portion of the costs of the Sanger Hall Improvements
project, the Sciences Building project and the VCU Sports Medicine Center project
(together, the "2000A Project");
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants hereinafter contained, the parties hereto covenant and agree as
follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1. Definitions. Any capitalized term used in this 2000A Loan
Agreement but not specifically defined in this 2000A Loan Agreement shall have the
same meaning herein as in the Master Indenture, unless the context otherwise requires.
The following words and terms as used in this 2000A Loan Agreement shall have the
following meanings, unless the context otherwise requires:
"Additional Payments" means the payments described in and required by
Section 4.2(b).
"Authorized Representative of the Institution" means the Institution's
President, Vice President for Finance and Administration or Vice President for Business
Services and Treasurer or such other officer of the Institution as may be appointed by
1
the Institution by written certificate signed by an officer of the Institution authorized to
execute this 2000A Loan Agreement and delivered to the Authority and the Trustee.
"Basic Payments" means the payments described in and required by
Section 4.2(a).
"Bond Counsel" means an attorney or firm of attorneys nationally
recognized on the subject of municipal bonds and acceptable to the Trustee and the
Authority.
"Business Day" means any day other than (i) a Saturday or Sunday, (ii) a
day on which commercial banks in Richmond, Virginia, or the city or cities in which are
located the principal corporate trust office of the Trustee are authorized by law to close,
or (iii) a day on which the New York Stock Exchange is closed.
"Code" means the Internal Revenue Code of 1986, as amended, including
applicable Treasury Regulations, rulings and procedures promulgated thereunder or
under the Internal Revenue Code of 1954, as amended.
"Commonwealth" means the Commonwealth of Virginia.
"Cost," when used with respect to the 2000A Project, and "Cost of the
Project" each mean the total Cost of the Project (as defined in the Master Indenture)
attributed to the 2000A Project.
"Event of Default" means any of the events enumerated in Section 6.1.
"Fourth Supplemental Indenture" means the Fourth Supplemental
Indenture of Trust, dated as of , 2000, between the Authority and the
Trustee, as it may be modified, altered, amended and supplemented in accordance with
the terms of the Master Indenture.
"General Revenues" means, without limitation, the Institution's total gross
university sponsored overhead, unrestricted endowment income, tuition and fees, indi-
rect cost recoveries, auxiliary enterprise revenues, general and nongeneral fund appro-
priations and other revenues not required by law or restricted by a gift instrument to be
used for another purpose.
"Institution" means the Institution which is identified in the first paragraph
of this 2000A Loan Agreement.
"Interest Payment Date" means March 1, [2001] and each September 1
and March 1 thereafter until Payment of the Bonds.
2
"Master Indenture" means the Master Indenture of Trust, dated as of
September 1, 1997, between the Authority and the Trustee, providing for the issuance
of the Bonds, and any and all amendments and supplements thereto.
"Net Proceeds" means the gross proceeds from any insurance recovery or
condemnation award remaining after payment of attorneys' fees and all other expenses
incurred in the collection of such gross proceeds.
"Payment of the Bonds" means payment in full of the principal of,
premium, if any, and interest on the 2000A Bonds or provision for such payment as
provided in the Master Indenture.
"Payments" means the sum of the Basic Payments and the Additional
Payments set forth in Section 4.2.
"Pledged General Revenues" means any or all of the General Revenues
of the Institution which are not required by law or by binding contract entered into on or
prior to the date of issuance of the 2000A Bonds to be devoted to some other purpose
on a basis that is senior in priority to the 2000A Bonds, but shall not include any Gen-
eral Revenues hereafter permitted to be excluded from Pledged General Revenues as
described herein.
"Principal Payment Date" means September 1, [2001] and each and every
September 1 thereafter until Payment of the Bonds.
"Program" means the Authority's program of purchasing debt obligations
issued by public institutions of higher education to finance or refinance projects of
capital improvement.
"Trustee" means The Bank of New York, New York, New York, and its
successors serving as such under the Master Indenture.
"2000A Bonds" has the meaning set forth in the Fourth Supplemental
Indenture.
"2000A Loan Agreement" means this 2000A Loan Agreement, as
originally executed and assigned under the Master Indenture and as supplemented,
modified or amended from time to time hereafter.
2000A Note" means the promissory note of the Institution issued pursuant
to Section 4.1 of this 2000A Loan Agreement and sold to the Authority, as it may be
amended, extended or supplemented.
"2000A Project" means the 2000A Project which is being financed or
refinanced pursuant to this 2000A Loan Agreement, each component of which qualifies
as a "project" under the Act and under Section 23-15 of the Virginia Code and is
