MINUTES OF A REGULAR MEETING OF THE
BOARD OF VISITORS OF
VIRGINIA COMMONWEALTH UNIVERSITY
August 25, 2005
A regular meeting of the Board of Visitors of Virginia Commonwealth University
was held on Thursday, August 25, 2005, at 9 a.m. in Richmond Salons 1 and 2 located in
the University Student Commons at 907 Floyd Avenue.
Present were Drs. Bersoff (Rector), Broaddus, Doswell, Romano and Shapiro;
Messres. Axselle, Jackson, Robertson, Sherman, Siegel, Snead and Thompson; and Mrs.
Rhodes. Absent were Messrs. Baldacci and Rosenthal and Mrs. Lambert. Also present
were Drs. Trani, Brodd, Gottfredson, Huff, Lewis, Macrina, Moriaty, Ream, Retchin and
Rhone; Messrs. Bunce, Jez, Ohlinger, Ross, Wyeth; and Mesdames Balmer, Buckley,
Chinnici and Messmer; and faculty representative Dr. Lewis. Ms. Ashley Bacon-Ward
Mr. Bradford Allen were also present.
Dr. Bersoff called the meeting to order and welcomed members of the press. The
Report of the President was presented:
The following new Board members were introduced: Mrs. Lillian L. Lambert is the
president of LilCo Enterprises. Mrs. Lambert was unable to attend the meeting. Mr.
Stuart C. Siegel is the Chairman of S&K Famous Brands, Inc. Mr. Siegel is a former
Rector of the Board as well as past Vice Chairman of the VCU Foundation and a former
Board member of the MCV Hospital Authority. Mr. Siegel is a native Richmonder and
received a Bachelor of Science from East Carolina University.
Dr. Trani recommended to the Board the approval of Ms. Ashley Bacon-Ward as the
2005-06 Student Representative to the Board and Mr. Allen Bradford as the Alternate
Student Representative. On motion made and seconded, the Board approved the student
representative and the alternate student representative.
Dr. Jerome F. Strauss, III, Dean of the School of Medicine was introduced. Dr. Strauss
comes to VCU from the University of Pennsylvania School of Medicine's Department of
Obstetrics and Gynecology. Dr. Strauss also is the founding director of the Center for
Research oh Reproduction and Women's Health at the University of Pennsylvania
Medical Center. Dr. Strauss has been internationally recognized for his research and
research training programs, which have been sponsored continuously by the National
Institutes of Health for more than 20 years. Dr. Strauss earned a bachelor's degree from
Brown University in 1969, earned a medical degree in 1974 and a doctorate degree in
molecular biology in 1975 -- both from the University of Pennsylvania.
The enrollment report was presented for information. Powerpoint presentations
concerning the Higher Education Restructuring Act: Six year Financial Plans and the
Importance of Base Adequacy Funding in Implementing Key Initiatives from the VCU
2020 Strategic Plan were presented.
Scientific Integrity, written by Dr. Francis L. Macina, was distributed to the Board.
The Report of the Rector was presented. Dr. Bersoff recapped the accomplishments of
the past year and looks forward to working with the Board in the upcoming year.
Dr. Bersoff reported on the Executive Committee meeting held August 1, 2005. The
Committee approved the following Resolution and a copy of the Resolution was
forwarded to the State Secretary of Education:
RESTRUCTURED HIGHER EDUCATION
FINANCIAL AND ADMINISTRATIVE OPERATIONS ACT
WHEREAS, the 2005 Session of the Virginia General Assembly passed and the
Governor of Virginia signed into law the Restructured Higher Education Financial and
Administrative Operations Act ("the Act") as amended;
WHEREAS, the Act requires that the Board of Visitors commit through formal
resolution to meet statewide higher education goals in the following areas:
^ access and enrollment
^ affordability
^ program availability
^ academic quality
^ student retention and degrees conferred
^ access to four-year institutions through the Virginia Community College System
^ economic development
^ externally funded research
^ student achievement and teacher development in elementary and secondary
education
^ six-year enrollment, academic, and financial planning
^ operational efficiency
WHEREAS, measurement and attainment of such goals is to be determined based on
criteria to be developed by the State Council of Higher Education for Virginia and the
Governor in consultation with the legislature and the public institutions of higher
education in Virginia;
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WHEREAS, by adopting this resolution, Virginia Commonwealth University shall be
permitted by the Commonwealth to exercise basic restructured financial and operational
authority as identified in the Act; and,
WHEREAS, by meeting specific institutional performance benchmarks in those areas
noted above, Virginia Commonwealth University shall receive financial benefits
including interest on tuition and fee revenue, automatic reappropriation of year end
balances, a pro rata share of rebates received by the Commonwealth on credit card
purchases and other similar programs, and a rebate of transaction fees associated with
sole source procurements from vendors not included in the Commonwealth's electronic
procurement system.
THEREFORE, BE IT RESOLVED, that the Board of Visitors of Virginia
Commonwealth University commits to the Governor and General Assembly of Virginia
its best efforts to meet such goals for Virginia Commonwealth University as may be
established consistent with the Act.
Dr. Shapiro reported for the Academic and Health Affairs Committee. The
Virginia Commonwealth University Health System Financial Statement Summary Fiscal
Year 2005 - 11 Months Ending May 31, 2005 and a Statistical and Financial Executive
Summary for the 12-months ending June 30, 2005, were presented for information as
well as a Report on Degrees Awarded 2004-05. A powerpoint presentation from the
Provost and Vice President for Academic Affairs included the following items: Strategic
Planning Process to Date; Key Changes in the Provost's Office; Major Strategic Plan
Initiatives for discussion; Development of a framework for systematic review of
academic programs; Creation of a University College; Consideration of a foundational
core curriculum; and Establishing an Honors College.
Dr. Doswell reported for the Audit Committee. The Audit and Management
Services Charter was presented. Professional auditing standards require that each
department have a Charter to document the Purpose, Authority, and Responsibility of the
audit function and that the charter be approved by the Board of Visitors. The Audit
Committee recommended to the full Board the approval of the Audit and Management
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Services Charter. The Auditor of Public Accounts - Status of the Audit for the Year
Ended June 30, 2005, was presented for information.
Mr. Robertson reported for the External Relations Committee. The following
items were presented for information: the Government Relations and Health Policy
Report, the Marketing and Media Relations Report and the Advancement Division
Reports.
Mrs. Rhodes reported for the Finance, Investment and Property Committee. The
Student Affairs Committee joined the meeting of the Finance, Investment and Property
Committee to participate in a presentation by Dr. Daniel J. LaVista, Executive Director of
the State Council of Higher Education for Virginia. Information on the Restructuring Act
and the Virginia Scorecard were distributed and discussed by Dr. LaVista and members
of the Board. The 2005 Session of the General Assembly passed and the Governor
approved the "Restructured Higher Education Financial and Administrative Operations
Act," which was effective July 1, 2005. The Restructured Operations Act covers all
Virginia Public Higher Education institutions, and each institution may seek one of three
Levels of Autonomy from state financial and administrative controls. The Executive
Committee of the Board approved a resolution on August 1, 2005, committing to eleven
goal areas. The performance on the goals will be reviewed using measures and
benchmarks to be developed by the Governor and the State Council of Higher Education.
The measurements and benchmarks are known as the "Scorecard."
The 2006-08 State Budget Request was presented. The 2006-08 state operating
budget development submission process consists of two major components. The first
component is the development of the University's base budget, which was submitted to
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the Department of Planning and Budget (DPB) on August 1, 2005. The second
component is the submission of funding requests for new initiatives. The University's
total state budget request will consist of central crosscutting issues and institutional-
specific initiatives. Typically, institutions do not submit unique requests for items that
are addressed on a statewide basis for all institutions. These crosscutting issues include
base adequacy funding, faculty salaries, student financial assistance, and higher education
equipment trust fund (HEETF). It is anticipated that the University will submit
institutional-specific initiatives for operation and maintenance costs of new facilities
coming on-line, police and security needs, information technology security issues, library
space utilization, unavoidable cost increases (e.g., utilities, contract escalation costs and
relocation costs/swing space), and language amendments (technical in nature). The
Finance, Investment and Property Committee recommended to the full Board the
endorsement of the institutional priorities for submission to DPB with the understanding
that the actual submission will conform to the DPB instructions and will be provided to
the Board at the November, 2005 meeting.
The Architect/Engineer Selection for the Medical Sciences Building II was
presented. The project is a 125,000 SF research building that will be located on the site
of the existing Nursing Education Building. The building will add needed research and
related support space to support the University's strategic initiative to expand the
research program. Included in the program are wet laboratories, laboratory support
space, research training space on the ground floor and a vivarium. The construction
budget :s $40,000,000 with a total budget of $53,000,000. The firm of Ballinger
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Architects with Commonwealth Architects was recommended. The Architect/Engineer
Selection for the Medical Sciences Building II was approved.
The Architect/Engineer Selection for the Sanger Hall Laboratory Renovations,
Project 3, Third Floor Laboratory Renovation was presented. The project is the third in a
series of renovations in Sanger Hall targeted at bringing laboratories up to current
standards in response to the University's strategic initiative to increase research. The
renovation of the third floor of Sanger Hall will transform existing outdated laboratory
and office space into a state-of-the-art research facility. The design will include
architectural renovations with new laboratory benches and equipment. Work will include
mechanical, electrical, plumbing, and fire protection improvements to the existing
building system. The construction budget is $2,500,000 with a total budget of
$4,182,306. The firm of NBJ Architecture was recommended. The Finance, Investment
and Property Committee recommended to the full Board the approval of the
Architect/Engineer Selection for the Sanger Hall Laboratory Renovations, Project 3,
Third Floor Laboratory Renovation.
The Architect/Engineer Selection, Term Contract - Vivarium Design and
Renovation was presented. Facilities Management routinely retains the services of
architectural and engineering firms on term contracts to provide professional services for
construction and renovation projects, feasibility studies, and planning initiatives. The
purpose of the Term Contract is to provide planning and design services for the
renovation of existing vivarium space and animal procedure rooms. The highly
specialized space requires the use of a firm with extensive experience in designing
vivarium space and animal procedure rooms. The firms of Flad & Associates, Inc.,
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NALLS Architecture Inc. and Marsh Witt Associates, P.C. were recommended. The
Finance, Investment and Property Committee recommended to the full Board the
approval of the Architect/Engineer Selection - Term Contract for the Vivarium Design
and Renovation.
The Project Plans for the Schools of Business and Engineering were presented.
The project will relocate the School of Business into a new 129,338 SF building and
provide an additional 114,379 SF for the School of Engineering in a new building on the
Monroe Park Campus Addition. The project will provide classrooms, case study rooms,
an auditorium, multi-media teaching facilities, a café, a simulated stock-trading floor,
teaching laboratories, research laboratories, faculty offices, administrative offices, and
related support spaces. The construction budget for the School of Business is
$31,000,000 with a total budget of $41,800,000. The construction budget for the School
of Engineering is $33,200,000 with a total budget of $42,400,000. The Finance,
Investment and Property Committee recommended to the full Board the approval of the
project plans for the School of Business and the School of Engineering.
The Fiscal Requirements for the Schools of Business and Engineering were
presented. The fiscal requirements for the School of Business are cash, proceeds from
the 21st Century Bonds, and the net present value of unrestricted pledges equal or exceed
70 percent of the anticipated project costs ($42,077,000), which is estimated to be
$29,453,900. For the School of Engineering, fiscal requirements are cash and net present
value of unrestricted pledges equal or exceed 70 percent of the anticipated project costs
($42,820,000), which is estimated to be $29,974,000. The Finance, Investment and
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Property Committee recommended to the full Board the approval of the Fiscal
Requirements for the Schools of Business and Engineering.
The Finance, Investment and Property Committee recommended to the full Board
the approval of the following resolutions:
RESOLUTION
Authorizing Agreement
Virginia Commonwealth University School of Engineering Foundation and
Virginia Commonwealth University School of Business Foundation
WHEREAS, the Virginia Commonwealth University (the "University") desires to
provide for the development and construction of (a) an addition to its School of
Engineering (the "Engineering Project"), and (b) a replacement facility for its School of
Business (the "Business Project," and together with the Engineering Project, the
"Projects"), each to be located on the Monroe Campus; and
WHEREAS, the University and the Virginia Commonwealth University School of
Engineering Foundation (the "Engineering Foundation") have entered into a Project
Development and Financing Agreement (the "Engineering Agreement") in relation to the
development, construction, financing and refinancing of the current facilities housing the
University's School of Engineering (the "Original Engineering Building"); and
WHEREAS, the Engineering Foundation supports the Engineering Project and the
University expects to amend the Engineering Agreement in connection with the
Engineering Project to provide for the construction of the Engineering Project by the
Engineering Foundation and obligating the Engineering Foundation to pay all debt
service on indebtedness incurred by the University to fund the construction of the
Engineering Project; and
WHEREAS, the Virginia Commonwealth University School of Business Foundation
(the "Business Foundation") supports the Business Project and the University expects to
enter into a Development and Financing Agreement (the "Business Agreement") with the
Business Foundation to provide for the construction of the Business Project by the
Business Foundation and obligating the Business Foundation to pay all debt service on
indebtedness incurred by the University to fund the construction of the Business Project;
and
WHEREAS, the University and the Engineering Foundation have entered into a lease
agreement (the "Engineering Lease") providing for the lease of the Original Engineering
Building by the Engineering Foundation to the University, and the University and the
Engineering Foundation expect to amend the Engineering Lease to include the
Engineering Project; and
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WHEREAS, the University expects to enter into a lease agreement (the "Business
Lease") with the Business Foundation to provide for the lease of the Business Project by
the Business Foundation to the University; and
WHEREAS, the plans for the Projects and the expected contents of the amended
Engineering Agreement, the amended Engineering Lease, the Business Agreement, and
the Business Lease (collectively, the "Agreements") 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 Projects and authorizes the Senior Vice
President for Finance and Administration to approve the terms and conditions of the
Agreements and any other agreements with the Engineering Foundation and the Business
Foundation (collectively, the "Foundations") in relation to the Projects. The officers of
the University are authorized and directed to execute and deliver the Agreements and
such other agreements with the Foundations.
2. The appropriate officers and employees of the University, as authorized by
the Senior Vice President for Finance and Administration, any of whom may act, are
hereby authorized to take all such actions as may be necessary or desirable in connection
with the development, acquisition, construction, equipping and financing of the Projects.
The appropriate officers of the University, as authorized by the Senior Vice President for
Finance and 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 Projects and the Agreements.
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 Projects and the
Agreements are hereby approved, ratified and confirmed.
4. In the absence of the Senior Vice President for Finance and Administration,
the President, the Vice President for Finance, or the Associate Vice President for Business
Services and Treasurer of the University may exercise all powers delegated by this
Resolution to the Senior Vice President for Finance and Administration.
5. This Resolution shall be effective immediately.
RESOLUTION
Amended Authorizing Agreement
Medical College of Virginia Foundation
WHEREAS, the Virginia Commonwealth University (the "University") and the Medical
College of Virginia Foundation (the "Foundation") on September 15, 2003, entered into a
Massey Cancer Center Development and Financing Agreement (the "Agreement"); and
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WHEREAS, the University desires to develop and construct an addition (the "Project")
to the Massey Cancer Center; and
WHEREAS, the Foundation supports the Project; and
WHEREAS, $14,025,000 of the cost of the Project has been financed with proceeds of
bonds issued by the Virginia College Building Authority ("VCBA") for which the
University has delivered to VCBA its promissory note (the "2003 Obligation") in the
amount of such bonds.
WHEREAS, a [portion of] the cost of the Project is expected to be financed with
additional proceeds of bonds issued by VCBA and the University will deliver to VCBA
its promissory note (the "2005 Obligation") in the amount of such bonds; and
WHEREAS, the University expects to enter into an Amendment to the Agreement (the
"Amendment") with respect to the Project obligating the Foundation, among other things,
to pay all debt service on the 2005 Obligation allocable to the Project; and
WHEREAS, the plans for the Project have been presented to a prior meeting of the
Board of Visitors (the "Board") of the University and the expected contents of the
Amendment have been presented to this meeting of the Board.
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 Amendment
and any other agreement with the Foundation in relation to the Project and the 2005
Obligation. The officers of the University are authorized and directed to execute and
deliver the Amendment and such other agreements with the Foundation.
2. The appropriate officers and employees of the University, as authorized by the
Senior Vice President for Finance and Administration, any of whom may act, are hereby
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
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, the Vice President for Finance, or the Associate Vice President for Business
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Services and Treasurer of the University may exercise all powers delegated by this
Resolution to the Senior Vice President for Finance and Administration.
5. This Resolution shall be effective immediately.
The Lease for 6-8 North Harrison Street was presented. The lease is for 3,000
usable square feet of office space and 350 square feet of basement space. VCU's School
of Education currently occupies space in the south wing of Oliver Hall, located at 1015
West Main Street. The School of Education is growing and will hire additional faculty
that will occupy space in Oliver Hall. In order to meet the space demands, several
research grant programs (the Center for School Community Collaboration, Professional
Opportunities for Developing Excellent Teachers, Metropolitan Educational Training
Alliance, Problem Behavior Research Institute, and two programs through the
Rehabilitation Research and Training Center) must be relocated to leased space. The rent
for the initial three-year term is anticipated to be $108,000 plus $7,110 for expenses
(janitorial, with the first year of that term being $36,000). The tenant pays janitorial
costs. The owner pays utilities, repairs/maintenance, pest control, real estate taxes, and
insurance. The Finance, Investment and Property Committee recommended to the full
Board the approval of the lease for 6-8 North Harrison Street.
The Lease at 730 East Broad Street was presented. The lease is for 11,489 square
feet of office space on the fourth floor of 730 East Broad Street (Theatre Row) to be used
by Virginia Commonwealth University's (VCU) Grants and Contacts Accounting
Department and the School of Social Work's Head Start program. The proposed lease
term is from August 15, 2005, to October 14, 2010, with annual three percent escalation
and two five-year renewal options. The proposed rental rate is estimated to be $166,591
during the first year of the initial term of the lease. The Finance, Investment and Propert
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