THEREFORE, BE IT RESOLVED that the University hereby authorizes the Senior
Vice President for Finance and Administration of the University to execute the First
Amendment to the ORP and the First Amendment to the Select Plan;
RESOLVED FURTHER, the Senior Vice President for Finance and Administration of
the University is hereby authorized to amend and supplement all the University's
sponsored qualified retirement plans, including the ORP, the Select Plan, the Virginia
Cash Match Plan for Employees of Virginia Commonwealth University (the "Cash
Match Plan") and the Faculty Early Retirement Incentive Plan (the "FERIP"), as
necessary to comply with changes in applicable state and federal laws and non-
substantive administration.
VIRGINIA COMMONWEALTH UNIVERSITY
Resolution Authorizing Agreement with the Medical College of Virginia Foundation
WHEREAS, the Virginia Commonwealth University (the "University") desires to
develop and construct an addition (the "Project") to the Massey Cancer Center; and
WHEREAS, the Medical College of Virginia Foundation (the "Foundation") supports
the Project; and
WHEREAS, a portion of the cost of the Project is expected to be financed with proceeds
of bonds issued by the Virginia College Building Authority ("VCBA") and the University
will deliver to VCBA its promissory note (the "Obligation") in the amount of such bonds;
and
WHEREAS, the University expects to enter into a Development and Financing
Agreement (the "Agreement") with the Foundation with respect to the Project obligating
the Foundation, among other things, to pay all debt service on the Obligation; and
WHEREAS, the plans for the Project and the expected contents of the Agreement have
been presented to this meeting of the Board of Visitors (the "Board") of the University.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF VISITORS OF
VIRGINIA COMMONWEALTH UNIVERSITY:
1. The Board hereby approves the Project and authorizes the Senior Vice President
for Finance and Administration to approve the terms and conditions of the Agreement
and any other agreement with the Foundation in relation to the Project and the
Obligation. The officers of the University are authorized and directed to execute and
deliver the Agreement and such other agreements to the Foundation.
2. The appropriate officers and employees of the University, as authorized by the
authorized to take all such actions as may be necessary or desirable in connection with
the development, construction, equipping and financing of the Project. The appropriate
officers of the University, as authorized by the Senior Vice President for Finance and
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Senior Vice President for Finance and Administration, any of whom may act, are hereby
Administration, are hereby authorized and directed to approve, execute and deliver all
certificates, documents, contracts, agreements and other instruments, as they may
consider necessary or desirable in connection with the Project.
3. All other acts of the officers of the University that are in conformity with the
purposes and intent of this Resolution and in furtherance of the Project are hereby
approved, ratified and confirmed.
4. 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 solely to the Senior Vice President for
Finance and Administration.
5. This Resolution shall be effective immediately.
Resolution for Virginia College Building Authority Bonds
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 Virginia
College Building Authority (the "Authority") to develop a pooled bond program (the
"Program") to purchase bonds and other debt instruments issued by public institutions of
higher education in the Commonwealth of Virginia (the "Institutions") to finance or
refinance the construction of projects of capital improvement 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 instruments 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 Agreement 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 proceeds of the Bonds to purchase the Note
issued by the Institution and the Institution will agree to use the proceeds received from
the Authority to finance or refinance the construction of the Project and to make
payments under the Loan Agreement and the Note in sums sufficient to pay, together
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with certain 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, the Institution now proposes to sell to the Authority the Institution's
Note (the "2003A Note") to be issued under a Loan Agreement (the "2003A Loan
Agreement") to finance or refinance from all or a portion of the proceeds of certain
Bonds issued by the Authority in 2003 (the "2003A Bonds") all or a portion of the costs
of construction and improvement of the Massey Cancer Center project, the Academic
Campus Parking Deck IV project (West Cary Street facility), the Academic Campus
Housing III project (the Rhoads Hall II facility) and the Central Dining Facility project
(collectively, the "2003A Project"), each of which has been authorized for bond financing
by the General Assembly and has received authorization for temporary financing through
a Treasury Loan from the Commonwealth's Department of Treasury, which loan, if
drawn upon, is to be fully repaid with a portion of the Institution's share of the proceeds
of the 2003A Bonds; and
WHEREAS, it is the desire of the Board to delegate to such Authorized Officers
(as hereinafter defined) of the Institution the authority to approve, on behalf of the Board,
the forms of the 2003A Loan Agreement and the 2003A Note and, similarly, to authorize
such Authorized Officers of the Institution to execute, deliver and issue in the name of
and on behalf of the Institution, the 2003A Loan Agreement, the 2003A Note and any
and all documents necessary or desirable to effectuate the financing or refinancing of all
or a portion of the costs of the 2003A Project through the Program with the Authority and
to facilitate the purchase of the 2003A Note by the Authority.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF THE
INSTITUTION:
Section 1. The 2003A Project is hereby designated a Project to be
undertaken and financed or refinanced by the Authority and, accordingly, the President,
the Senior Vice President for Finance and Administration and the Assistant Vice
President for Business Services and Treasurer of the Institution (collectively, the
"Authorized Officers"), are each hereby delegated and invested with full power and
authority to approve the forms of the 2003A Loan Agreement and 2003A Note, and any
pledge to the payment of the 2003A Note of the Institution's total gross university
sponsored overhead, unrestricted endowment income, tuition and fees, indirect cost
recoveries, auxiliary enterprise revenues, general and nongeneral fund appropriations and
other revenues not required by law or restricted by a gift instrument to be used for
another purpose, any of which are not required by law or by binding contract entered into
on or prior to the date of issuance of the 2003A Bonds to be devoted to some other
purpose on a basis that is senior in priority to the 2003A Note, as may be provided in the
2003A Loan Agreement, and such approval is hereby authorized, subject to the
provisions of Section 3 hereof.
Section 2. Subject to the provisions of Section 3 hereof, the
Authorized Officers are each hereby individually delegated and invested with full power
and authority to execute, deliver and issue, on behalf of the Board, (a) the 2003A Loan
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Agreement and the 2003A Note with the approval of such documents in accordance with
Section 1 hereof by any such officer evidenced conclusively by the execution and
delivery of the 2003A Loan Agreement and 2003A Note, respectively, and (b) any and all
other documents, instruments or certificates as may be deemed necessary or desirable to
consummate the financing or refinancing of all or a portion of the costs of the 2003A
Project through the Program, the construction of the 2003A Project and the Institution's
participation in the Program, and to further carry out the purposes and intent of this
Resolution. The Authorized Officers are directed to take such steps and deliver such
certificates prior to the delivery of the 2003A Note as may be required under existing
obligations of the Institution, including bond resolutions relating to the Institution's
outstanding general revenue pledge bonds.
Section 3. The authorizations given above as to the approval,
execution, delivery and issuance of the 2003A Loan Agreement and the 2003A Note are
subject to the following parameters: (a) that the principal amount to be paid under the
2003A Note shall not be greater than the aggregate amount authorized for the 2003A
Project by the General Assembly of Virginia, including any adjustments required or
permitted by law, and in no event shall exceed $65,000,000, (b) that the interest rate
payable under the 2003A Note shall not exceed a "true" or "Canadian" interest cost more
than 50 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 the interest rates on the 2003A 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 2003A Note shall not be in excess of 20 years,
(d) that the last principal payment date under the 2003A Note shall not extend beyond the
period of the reasonably expected economic life of the 2003A Project, (e) that the
financing of the 2003A Project and the terms and provisions of the 2003A Loan
Agreement and the 2003A Note will comply with the Alternative Construction and
Financing Guidelines, as amended, modified or supplemented, issued by the
Commonwealth's Secretary of Finance, and (f) that the actual interest rates, maturities,
and date of the 2003A Note shall be approved by an Authorized Officer, which approval
will be evidenced by the execution of the 2003A 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 2003A Loan Agreement and the 2003A 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" 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 reasonably satisfactory to the
Authority and the Institution and will comply with the provisions and disclosure
obligations contained therein.
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Section 6. This resolution shall take effect immediately upon its
adoption.
VIRGINIA COMMONWEALTH UNIVERSITY
Resolution Authorizing the Issuance of
General Revenue Pledge Bonds
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 Governor of the Commonwealth, to
refinance the cost of acquisition or erection of 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
such purpose, 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 refund, through the issuance of one or
more series of general revenue pledge bonds of the University, all or a portion of its
outstanding (1) General Revenue Pledge Bonds, Series 1995, issued to finance, in part, a
medical science building and certain recreational facilities, (2) General Revenue Pledge
Bonds, Series 1996A (the "1996A Bonds), issued to finance, in part, the construction of
an engineering building (the "Engineering Building") owned by the VCU School of
Engineering Foundation (the "Foundation"), and (3) General Revenue Pledge Bonds,
Series 1996B, issued to finance certain recreational facilities (collectively, the "Refunded
Bonds"); and
WHEREAS, the University and the Foundation have entered into a Project Development
and Financing Agreement (the "Financing Agreement") pursuant to which the Foundation
is obligated to pay debt service on the 1996A Bonds; and
WHEREAS, the University and the Foundation have entered into a lease
agreement (the "Lease") providing for the lease of the Engineering Building to the
University; and
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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 refund the
Refunded Bonds; and
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 thereby maximize debt
service savings; 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 and the Foundation are
expected to amend the Financing Agreement and the Lease to reflect the refunding of all or
part of the 1996A Bonds and to obligate the Foundation to pay debt service on the portion of
the Bonds allocable to the refunding of the 1996A Bonds.
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 one or more bond resolutions (the
"Bond Resolution") in substantially the form utilized for previous general revenue pledge
bonds. The Bonds shall have such principal amounts and maturities, bear such date or dates,
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 principal amounts, maturities, interest rates and sinking fund and
redemption provisions, including redemption premiums; provided, however, that (a) the
aggregate principal amount of the Bonds shall not exceed $46,000,000, (b) no Bond shall
mature later than May 1, 2021, and (c) no Bond shall bear interest at a rate greater than 6%
and (d) the net present value savings from the refunding shall not be less than 3% of the
principal amount of the bonds being refunded. 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, that any such
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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 a Preliminary Official
Statement for each series of Bonds 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 such 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 for any series of Bonds 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 (an "Official Statement") and
to execute and deliver such 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 any 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 other appropriate
officers of the University are authorized to execute one or more continuing disclosure
agreements with respect to the Bonds permitting compliance with Rule 15c2-12.
6. The Senior Vice President for Finance and Administration and other appropriate
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 refunding of the Refunded
Bonds 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% of the
principal amount of the Bonds sold.
7. The Senior Vice President for Finance and Administration is authorized to
approve and execute the Bond Resolution with such terms and provisions consistent with
this Resolution. The Senior Vice President for Finance and Administration and other
appropriate officers of the University are authorized to execute and deliver such other
agreements and documents necessary or desirable to provide for the issuance of the Bonds
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and the refunding of the Refunded Bonds, including without limitation, one or more escrow
deposit agreements, irrevocable instructions to the State Treasurer or any escrow agent to
call for redemption the Refunded Bonds and any amendments to the Financing Agreement
and the Lease. The Senior Vice President for Finance and Administration and other
appropriate officers of the University are authorized to take all such further action necessary
or desirable in connection with the issuance of the Bonds and the refunding of the Refunded
Bonds.
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 solely to the Senior Vice President for
Finance and Administration.
9. This Resolution shall be effective immediately.
On motion made and seconded, the Board accepted the Consent Agenda
Information items.
The report of the Nominating Committee was presented. Members of the
Nominating Committee for Officers and the Executive Committee were Dr. Baxter
Perkinson, Jr., Chair; Mr. Rigsby, Dr. Romano and Mrs. Riddick. The slate of officers
and Executive Committee members presented were: Mrs. Anne P. Petera, Vice Rector;
Mr. Robert L. Rigsby, Secretary; Mr. Ralph L. "Bill" Axselle, Jr. and Dr. Edward H.
Bersoff, Members-at-Large. On motion made and seconded, the Slate of Officers and
Executive Committee were approved as presented.
The following Board members were appointed to serve on the Presidential
Evaluation Committee: Dr. W. Baxter Perkinson, Jr., Chair; Mrs. Anne P. Petera, Mr.
Robert L. Rigsby, Mr. Ralph L. "Bill" Axselle, Jr., and Dr. Edward H. Bersoff.
The Rector appointed Mr. Philip Thompson, Sr. to serve on the VCU Health
System Board, replacing Dr. Stephen P. Long.
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Dr. Trani recommended to the Board the appointment of Dr. Robert Andrews as
the non-voting Faculty Member Representative to the Board and Dr. Judith Lewis as the
alternate non-voting Faculty Member Representative to the Board. On motion made and
seconded, the Board approved the appointment of Dr. Robert L. Andrews as the non-
voting Faculty Member Representative to the Board and Dr. Judith Lewis as the alternate
non-voting Faculty Member Representative to the Board.
On motion made and seconded, the Board 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
Faculty Appointments and Changes in Status and other Personnel Actions, 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
session would adversely affect the bargaining position or negotiating strategy of VCU,
including the concurrence with the acquisition of property on or adjacent to the Academic
Campus and the approval of the acquisition of property in the Virginia Biotechnology
Research Park; and to consult with legal counsel pertaining to actual and probable
litigation, and other specific legal matters requiring the provision of legal advice or
18
counsel, where such consultation or briefing in open session 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, 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 X
Dr. Edward H. Bersoff X
Ms. Laura McMichael Absent
Mrs. Anne P. Petera X
Mr. Harold Y. Pyon X
Mrs. Anne J. G. "Panny" Rhodes X
Ms. E. Janet Riddick X
Mr. Robert E. Rigsby X
Mr. Richard T. Robertson X
Dr. Michele A. Romano X
Mr. Thomas G. Rosenthal Absent
Mr. G. Bryan Slater X
Dr. Carol S. Shapiro X
Mr. Philip Thompson, Sr. Absent
Vote:
Ayes: 13
Nays: 0
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ABSENT DURING MEETING: 3
ABSENT DURING VOTING: 3
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 Recommendations
as amended; concurred with the acquisition of Property on or Adjacent to the Academic
Campus; approved the Acquisition of Property in the Virginia Biotechnology with Mr.
Axselle abstaining; accepted the closed session Committee Reports; and accepted the
Report of the General Counsel.
The meeting was adjourned at 12:30 p.m.
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