The Resolution for the Broad and Belvidere Student Housing Project was
presented. The Finance, Investment and Property Committee recommended to
the full Board the approval of the following resolution:
VIRGINIA COMMONWEALTH UNIVERSITY
Resolution Authorizing the Issuance of
General Revenue Pledge Bonds
for Broad and Belvidere Student Housing Project
and Related Actions
WHEREAS, Chapter 6.1, Title 23 of the Code of Virginia of 1950, as
amended (the "Virginia Code"), creates Virginia Commonwealth University (the
"University"), which is governed by a Board of Visitors (the "Board") vested with the
supervision, management and control of the University; and
WHEREAS, Chapter 3, Title 23 of the Code (the "Act"), empowers the
University, with the consent and approval of the General Assembly of the
Commonwealth of Virginia and the Governor of the Commonwealth, to build,
construct, reconstruct, erect, extend, better, equip and improve any building,
facility, addition, extension or improvement of a capital nature required by or
convenient for the purposes of the University and to borrow money and make,
issue and sell bonds of the University for any of such purposes, including the
refinancing of any such facilities, such bonds to be issued and sold through the
Treasury Board of the Commonwealth; and
WHEREAS, the Act further authorizes the University to pledge to the
payment of the principal of and the interest on such bonds any moneys available
for the use of the University, including, but not limited to, moneys appropriated to
the University from the general fund of the Commonwealth of Virginia or from
nongeneral funds, without regard to the source of such moneys, and which are
not required by law or by previous binding contract to be devoted to some other
purpose; and
WHEREAS, the Board has determined to finance, through the issuance of
one or more series of general revenue pledge bonds of the University, costs of
the acquisition, construction and equipping of a student housing project to be
located at Broad and Belvidere Streets (the "Project"), with the Project to be
constructed and owned by the Virginia Commonwealth University Real Estate
Foundation (the "Foundation") and to be managed by the University as part of its
student housing system; and
WHEREAS, there has been presented to this meeting a plan of finance (the
"Plan of Finance") for the issuance of general revenue pledge bonds (the "Bonds")
to finance the cost of acquiring, constructing and equipping the Project; and
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WHEREAS, the ability of the University to market the Bonds at the lowest
possible interest cost will be enhanced if the University is able to set the terms of
the Bonds and to provide for related covenants and undertakings at the time the
Bonds will be marketed in order to take advantage of then current market
conditions and to maximize the acceptability of the Bonds to investors and bond
rating agencies; and
WHEREAS, the University's flexibility in accomplishing such purposes will
be substantially enhanced by the delegation to the University's Senior Vice
President for Finance and Administration (the "Senior Vice President for Finance
and Administration") the authority to set the terms of the Bonds and to provide for
related covenants and undertakings within certain enumerated parameters; and
WHEREAS, under the Plan of Finance, the University is expected to
execute a Project Development and Support Agreement (the "Project Agreement")
between the University and the Foundation, providing for the construction of the
Project by the Foundation and obligating the Foundation to pay debt service on the
Bonds and providing that the University undertake certain obligations to promote
the financial viability of the Project.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF VISITORS
OF VIRGINIA COMMONWEALTH UNIVERSITY:
1. The Board hereby authorizes the appropriate officers of the University to
execute and deliver the Bonds pursuant to the terms of a bond resolution (the
"Bond Resolution") in substantially the form utilized for previous general revenue
pledge bonds. The Bonds shall bear such date or dates, mature at such time or
times, bear interest at such rate or rates, and be payable at such time or times as
may be approved by the Senior Vice President for Finance and Administration.
The Senior Vice President for Finance and Administration is hereby authorized to
approve the final terms and conditions of the Bonds, including maturities, interest
rates and sinking fund and redemption provisions, including redemption premiums;
provided, however, that the principal amount of the Bonds shall not exceed
$21,000,000, no Bond shall mature later than July 1, 2033, and no Bond shall bear
interest at a rate greater than 6.00%. The Bonds shall be in the form previously
utilized for general revenue pledge bonds with such completions, additions,
omissions and changes not inconsistent with this Resolution as may be approved
by the appropriate officers of the University executing such Bonds, the execution of
the Bonds by such officers to constitute conclusive evidence of the approval of such
completions, additions, omissions and changes by such appropriate officers.
2. The Plan of Finance is hereby approved with such changes, alterations,
amendments and modifications as may be approved by the Senior Vice President
for Finance and Administration and counsel to the University; provided, however,
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that any such change, alteration, amendment or modification must be in conformity
with the parameters set forth in paragraph 1 hereof.
3. The Board authorizes the Senior Vice President for Finance and
Administration to select one or more underwriters for the purchase and sale of the
Bonds (the "Underwriters") and to authorize the Underwriters to distribute the
Preliminary Official Statement in form deemed "near final" as of its date, within the
meaning of Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-
12"), to prospective purchasers of the Bonds, with such completions, omissions,
insertions and changes as may be approved by the Senior Vice President for
Finance and Administration. Such distribution shall constitute conclusive evidence
of the approval of the Senior Vice President for Finance and Administration as to
any such completions, omissions, insertions and changes and that the University
has deemed the Preliminary Official Statement to be near final as of its date.
4. The Senior Vice President for Finance and Administration is authorized
and directed to approve such completions, omissions, insertions and other changes
to the Preliminary Official Statement necessary to reflect the terms of the sale of the
Bonds, determined as set forth in paragraph 1, and the details thereof, and
appropriate to complete it as an official statement in final form (the "Official
Statement") and to execute and deliver the Official Statement to the Underwriters.
The Underwriters are authorized to distribute the Official Statement to each
potential investor requesting a copy of the Official Statement and to each person to
whom the Underwriters initially sell Bonds. Execution of the Official Statement by
the Senior Vice President for Finance and Administration shall constitute conclusive
evidence of his approval of any such completions, omissions, insertions and
changes and that the Official Statement has been deemed final by the University as
of its date within the meaning of Rule 15c2-12.
5. The Senior Vice President for Finance and Administration and the other
officers of the University are authorized to execute a continuing disclosure
agreement permitting compliance with Rule 15c2-12.
6. The Senior Vice President for Finance and Administration and the other
officers of the University are authorized to approve, execute and deliver, as
appropriate, all such documents, instruments and certificates (including the Bonds)
as are necessary or convenient in connection with the issuance of the Bonds and
the financing of the Project and that are consistent with the terms of this Resolution,
including without limitation, one or more bond purchase agreements; provided,
however, that the compensation paid to the Underwriters under any such bond
purchase agreement shall not exceed 1.00% of the principal amount of the Bonds
sold.
7. The Senior Vice President for Finance and Administration and the other
officers of the University are authorized to approve and execute the Bond
Resolution and the Project Agreement with such terms and provisions consistent
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with this Resolution as may be approved by the officer executing such document,
such execution to evidence such officer's approval of such changes, and to execute
and deliver such other agreements and documents necessary or desirable to
provide for the issuance of the Bonds and complete the arrangements between the
University and the Foundation with respect to the Project, including without
limitation leases or other conveyances of real estate.
8. In the absence of the Senior Vice President for Finance and
Administration, the President or the Provost and Vice President for Academic
Affairs of the University may exercise all powers delegated by this Resolution to the
Senior Vice President for Finance and Administration.
9. This Resolution shall be effective immediately.
The Amendments to the Guidelines for University-Related Foundations
and Other Affiliated Organizations was presented. The Finance, Investment and
Property Committee recommended to the full Board the approval of the
amendments to the Guidelines for University-Related Foundations and Other
Affiliated Organizations.
The Architect Engineer Selection for the Academic Campus Parking Deck
IV was presented. The project will add a four-level parking deck for
approximately 700 vehicles, and approximately 14,000 GSF of occupied space at
ground floor. The project is located on the Academic Campus at the intersection
of Cary and Harrison Streets. The ground floor will include administrative space.
The parking deck design shall be compatible with architecture in the immediate
vicinity and shall fit in as part of the University's Master Site Plan. The
construction budget is for $8,840,398 with a total budget of $11,035,000. The
firm recommended was Baskervill and Son. The Finance, Investment and
Property Committee recommended to the full Board the approval of the firm
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Baskervill and Son as the architect engineer selection for the Academic Campus
Parking Deck IV.
The Architect Engineer Selection for Rhoads Hall II was presented. The
project will add approximately 600 beds to the University's housing inventory.
The new high-rise building will be located to the west of Rhoads Hall. The
existing three-story west wing of Rhoads Hall will be demolished to make way for
the new building. The high-rise will be designed to blend compatibly with the
existing architecture in the vicinity, which includes the high-rise buildings of
Johnson Hall and the Prestwould apartments. The construction budget is
$16,690,000 with a total budget of $22,000,000. The firm recommended was
Einhorn-Yaffee-Prescott Architecture & Engineering, P.C. The Finance,
Investment and Property Committee recommended to the full Board the approval
of the firm Einhorn-Yaffee-Prescott Architecture & Engineering P.C. as the
architect engineer selection for the Rhoads Hall project.
The following items were presented for information: Virginia
Commonwealth University Health System Financial Statement Summary Fiscal
Year 2002 - Eleven Months Ending May 31, 2002 and Financial Statement for
June 30, 2002; University Quarterly Budget Performance Report: June 30, 2002;
Update on the Financial, Operational and Administrative Practices Framework;
Notification of Contract Award for the Student Commons Addition; the Virginia
Biotechnology Research Park Authority Summary of Occupancy/Lease Intent
and the Capital Project Status Report.
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Dr. Long reported for the Student Affairs Committee. Board members,
faculty, staff and students were introduced. A brief overview of the purpose of
the Student Affairs Committee was presented by the Chair. The Enrollment
Reports for the Summer Studies and Fall were presented. The Summer 2002
headcount enrollment at VCU was 9,309 students, which is 630 higher than the
Summer 2001 enrollment of 8,679. On-campus enrollments increased by 510
students among undergraduates and by 102 graduate students. First
professional enrollments decreased by three students. Overall, on-campus
enrollments increased by 609. For the Fall 2002, VCU has received more than
11,700 undergraduate applications. Undergraduate applications have increased
8 percent over 2001 (or approximately 900 applications), and by 90 percent since
1995. Based on offers accepted by students, VCU has already achieved the
goal of 2,900 freshmen and anticipates a freshman class size for Fall 2002
between 3,050 and 3,100. Currently, the number of incoming out-of-state,
undergraduate students is up 67 students, a 20 percent increase over the same
time period in 2001. The state showing the largest increase is New York,
increasing from 26 to 40 students. The number of freshmen planning to attend
VCU in the Fall has increased among all minorities. Accepted offers are up 8
percent among African-Americans, 9 percent among Asians, and 12 percent
among Hispanics.
The Provost and Vice President for Academic Affairs reviewed a letter
sent to the Board of Visitors by the Center for Equal Opportunities. VCU plans
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on responding to the letter and the Committee asked that the Rector of the Board
join the President and Provost in signing the response.
The Chair recognized Sue Ann Messmer, Chief of Staff, Office of the
President, and Vice President for University Outreach, for Ms. Messmer's past
accomplishments in the area of University Admissions. Vice Provost Henry
Rhone will be assuming responsibility for admissions.
A report on the Honor System was presented. A detailed report was
presented to the Committee concerning the number of students involved in honor
violations in 2001 and the types of charges. The Dean of Students on the MCV
Campus reported on steps VCU has taken to ensure the revised Honor System,
approved by the Board in May 2002, is implemented as the Board intended.
Samples of pledge cards and letters to the students and teaching faculty
emphasizing the importance of the honor system to the University were
distributed.
A report on Housing, VCU Police and Safety including an article in Style
Weekly featuring the VCU Police Department, and VCU Dining Services were
presented for information.
On motion made and seconded, the following Consent Agenda action
items were approved:
Board of Visitors
Minutes of a Meeting held May 17, 2002
Minutes of a Joint Meeting of the Board of Visitors of
Virginia Commonwealth University and the Board of
Directors of the VCU Health System Authority held
May 30, 2002
Resolution Supporting the General Obligation Bond Bill
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Academic and Health Affairs Policy Committee
Minutes of a Meeting held May 16, 2002
VCU Faculty Early Retirement Incentive Program (FERIP)
Advancement and External Relations Committee
Minutes of a Meeting held May 16, 2002
Audit Committee
Minutes of a Meeting held May 16, 2002
Finance, Investment and Property Committee
Minutes of a Meeting held May 16, 2002
Lease for School of Social Work (NOVA)
VCU Qatar Financial and Administrative Policies and Procedures
a. Resolution Authorizing Modifications to VCU Qatar
Financial and Administrative Policies and
Procedures
b. Tuition and Fee Rates for the 2002-03 Academic Term
Resolution for VCBA Bonds for Bowe Street Parking Deck;
Gladding Residence Hall and West Grace Street Housing
Investment Policy Changes
Resolution for the Broad and Belvidere Student Housing Project
Amendment to Guidelines for University Related Foundations and
other Affiliated Organizations
Architect Selection for Academic Deck IV
Architect Selection for Rhoads Hall II
Student Affairs Committee
Minutes of a Meeting held May 16, 2002
On motion made and seconded, the Consent Information items were
accepted.
Dr. Perkinson reported for the Nominating Committee for Officers and
the Executive Committee. Members of the Committee were: Dr. W. Baxter
Perkinson, Jr., Chair; Messrs. Gresham, Plymale and Rigsby; and Ms. Riddick.
The following slate of officers and executive committee members were
presented: Mr. Steven A. Markel, Vice Rector; Mr. Robert E. Rigsby, Secretary;
Mr. Ralph L. "Bill" Axselle, Member-at-Large; and Mrs. Anne P. Petera, Member-
at-Large. On motion made and seconded, the slate of officers and executive
committee members were approved as presented.
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Dr. Perkinson appointed the following Board members to serve on the
Presidential Evaluation Committee: Mr. Steven A. Markel, Chair; Mr. Robert E.
Rigsby; Mr. Ralph L. "Bill" Axselle; Mrs. Anne P. Petera; and Dr. W. Baxter
Perkinson, Jr.
Dr. Perkinson appointed the following Board members to serve on the
VCU Health System Board: Mr. Steven A. Markel, Mrs. Anne P. Petera, and
Mr. Robert E. Rigsby.
On motion made and seconded, the Board of Visitors convened into closed
session to discuss certain personnel matters and matters relating to the
appointment, promotion, performance and salaries of identifiable employees and
faculty of VCU, including the Faculty Appointments and Changes in Status and
other Personnel Actions, a Resolution regarding Faculty Bonus Payments and
Continuing Faculty Salaries, and the Incentive Payments for the School of
Medicine Faculty; and to discuss the evaluation of performance of departments
or schools of VCU where such evaluations necessarily involve discussion of the
performance of specific individuals, including Audit Reports of individually
identified departments and/or schools; and to consult with legal counsel and
receive briefings from staff members regarding certain legal matters and actual
or probable litigation relating to the aforementioned Audit Reports, where such
consultation or briefings in open session would adversely affect the negotiating or
litigating position of VCU; to discuss the acquisition or use of real property for
public purpose, or of the disposition of publicly held real property, where
discussion in an open meeting would adversely affect the bargaining position or
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negotiating strategy of VCU, including the acquisition of property on or adjacent
to the Academic Campus; and to consult with legal counsel pertaining to actual
and probable litigation, and other specific legal matters requiring the provision of
legal advice or counsel, where such consultation or briefing in open meeting
would adversely affect the negotiating or litigating posture of VCU, including the
Report of the General Counsel; to discuss matters relating to gifts, bequests, and
fund-raising activities, and grants and contracts for services or work to be
performed by such institution including consideration of the Named Funds Report
and Facility Naming Recommendations, and an update on the development
activities as authorized by Section 2.2-3711 A(1), A(3), A(7) and A(8) of the
Virginia Freedom of Information Act.
Following closed 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 closed session
meeting to which this certification resolution applies, and (ii) only such public
business matters as were identified in the motion convening the closed session
meeting were heard, discussed or considered by the Board of Visitors of Virginia
Commonwealth University.
Roll Call Vote Ayes Nays
Dr. W. Baxter Perkinson, Jr., Rector X
Mr. Ralph L. "Bill" Axselle, Jr. X
Mr. David G. Baldacci Absent
Dr. Edward H. Bersoff Left before voting
Dr. Stephen P. Long X
Mr. Steven A. Markel Left before voting
Ms. Laura R. McMichael X
Mrs. Anne P. Petera X
Mr. Monty W. Plymale X
Mr. Harold Y. Pyon Left before voting
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Roll Call Vote Ayes Nays
Ms. E. Janet Riddick X
Mr. Robert E. Rigsby X
Dr. Michele A. Romano X
Mr. Thomas G. Rosenthal X
Mr. G. Bryan Slater X
Mr. Philip Thompson, Sr. X
Vote:
Ayes: 12
Nays: -0
ABSENT DURING MEETING: 1
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; approved the Named Funds Report and Facility Naming
Recommendations; approved the Incentive Payments for the School of Medicine
Faculty; approved the Resolution Regarding Faculty Bonus Payments and
Continuing Faculty Salaries; approved the acquisition of Property Adjacent to the
Academic Campus; and approved the Resolution the Regarding Qatar
Foundation Contract.
The meeting was adjourned at 12:30 p.m.
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