Committee recommended to the full Board the approval of the lease at 730 East Broad
Street with Mr. Brian Jackson abstaining.
The Lease at 2219 Chamberlayne Parkway was presented. The lease is for 22,000
square feet of shop and warehouse space on 1.9 aces of land with open yard space to be
used for VCU's Physical Plant Shops. The proposed term of the lease is from August 1,
2005, to July 31, 2012, with annual three percent escalation and two five-year renewal
options. The estimated rent is $99,000 during the first year of the initial term of the lease.
The Finance, Investment and Property Committee recommended to the full Board the
approval of the Lease at 2219 Chamberlayne Parkway.
The Cooperative Agreement for the Raymond Lee Gordon, Jr. Research Pier
Facility was presented. The Cooperative Agreement between Virginia Commonwealth
University (VCU) and the Virginia Department of Game and Inland Fisheries (VDGIF) is
for the construction of a research pier facility on the James River in Charles City County,
Virginia. VCU currently owns 343.7 acres of land on the north bank of the James River
located in Charles City County. The VDGIF and VCU will enter into a joint venture to
construct a T-shaped pier together with two boathouses and a floating research platform.
The projected cost to build the pier is $850,000, of which the VDGIF will contribute
$225,000 as a lump sum payment. VCU and the VDGIF will be co-owners of the pier
facility, and each will wholly own and be solely responsible for their designated
boathouses. Both parties will be jointly responsible for maintenance and repair of the
associated common areas based on proportionate share of the cost as determined by their
initial investment (VCU for 73.53% and VDGIF for 26.47%). The Finance, Investment
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and Property Committee recommended to the full Board the approval of the Cooperative
Agreement for the Raymond Lee Gordon, Jr. Research Pier Facility.
The Resolution for the Virginia College Building Authority for the Massey
Cancer Addition, 8th Street Parking Deck, Hunton and Sanger Hall Renovations Projects
was presented. The Finance, Investment and Property Committee recommended to the
full Board the approval of the following Resolution:
RESOLUTION
Virginia College Building Authority
Massey Cancer Center Addition, 8th Street Parking Deck, Hunton and Sanger Hall
Renovations Projects
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 "2005A Note") to be issued under a Loan Agreement (the "2005A Loan
Agreement") to finance or refinance from all or a portion of the proceeds of certain
Bonds issued by the Authority in 2005 (the "2005A Bonds") a portion of the costs of
construction and/or improvements of the Massey Cancer Center project, the 8th Street
Parking Deck project, the Hunton Hall renovations project and the Sanger Hall
renovations project (collectively, the "2005A Project"), each of which has been
authorized for bond financing by the General Assembly;
WHEREAS, the Institution has or may receive authorization for temporary financing
through Treasury loans from the Commonwealth's Department of Treasury for each of
the 2005A Projects, which loans, if drawn upon, will be fully repaid with a portion of the
Institution's share of the proceeds of the 2005A 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 2005A Loan Agreement and the 2005A 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 2005A Loan Agreement, the 2005A 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 2005A Project through the Program with the Authority and
to facilitate the purchase of the 2005A Note by the Authority.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF THE
INSTITUTION:
Section 1. The 2005A 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, the Vice President for Finance, and the
Associate 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 2005A Loan Agreement and 2005A
Note, and any pledge to the payment of the 2005A 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 by previous binding contract to be devoted to
some other purpose, as may be provided in the 2005A 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 2005A Loan Agreement and the 2005A
Note with the approval of such documents in accordance with Section 1 hereof by any
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such officer evidenced conclusively by the execution and delivery of the 2005A Loan
Agreement and 2005A 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 2005A Project through the
Program, the construction of the 2005A 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 2005A 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 2005A Loan Agreement and the 2005A Note are subject to the following
parameters: (a) the principal amount to be paid under the 2005A Note allocable to each
Project constituting part of the 2005A Project, together with the principal amount of any
other indebtedness with respect to such Project (excluding indebtedness refinanced with
proceeds of the 2005A Bonds), shall not be greater than the amount authorized for such
Project by the General Assembly of Virginia, as the same may be adjusted as required or
permitted by law; (b) the aggregate principal amount of the 2005A Note shall in no event
exceed 527,100,000; (c) the interest rate payable under the 2005A 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 2005A Note
are determined, taking into account original issue discount or premium, if any; (d) the
weighted average maturity of the principal payments due under the 2005A Note shall not
be in excess of 20 years; (e) the last principal payment date under the 2005A Note shall
not extend beyond the period of the reasonably expected economic life of the 2005A
Project; and (f) subject to the foregoing, the actual amount, interest rates, maturities, and
date of the 2005A Note shall be approved by an Authorized Officer, which approval will
be evidenced by the execution of the 2005A 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 2005A Loan Agreement and the 2005A 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.
The Easement for 1200 East Clay Street was presented. The steam and
condensate lines and conduit and fiber optic cables are installed on the Richmond
Academy of Medicine site at 1200 East Clay Street. The lines service the MCV Campus
and the Richmond Academy of Medicine. The conduit and cables service the MCV
Campus. Virginia Commonwealth University owns the steam and condensate lines and
conduit and fiber optic cables, which requires granting easements so that VCU has access
to the lines, conduits, and cables for maintenance, repair, and replacement purposes. The
Finance, Investment and Property Committee recommended to the full Board the
Easement at 1200 East Clay Street.
The following items were presented for information: 2006-2012 Financial Plans -
Update on SCHEV Guidance and Debt and Risk Management Guidelines. Other
information items included in the Committee book were not reviewed due to time
constraints. The items are: Virginia Commonwealth University Health System Financial
Statement Summary Fiscal Year 2005 - 11 Months Ending May 31, 2005, University
Quarterly Budget Performance Report: June 30, 2005, Virginia Biotechnology Research
Park Authority Summary of Actual and Planned Occupancy, Intergovernmental
Relationship Agreements with Greater Richmond Transit Company, Project Plans for
Sanger Hall Stair Pressurization, West Hospital Physical Therapy Renovations,
Notification of Contract Awards for Sanger Hall Emergency Power Distribution, Hibbs
Building Renovation - Construction Manager at Risk, Hunton Hall Renovation -
Construction Manager at Risk, and 8th Street Parking Deck - Construction Manager at
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Risk; and 2006-08 Biennium Capital Plan - Detailed Submissions and the Capital
Projects Status Report.
Mr. Thompson reported for the Student Affairs Committee. The following items
were presented for information. The Report of the Director of Athletics and the Rules
and Procedures Annual Report. 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. Additionally, the following items were presented for information: the
Department of Business Services report on Dining Services, an Honor System Annual
Report and an update on STAR and WELCOME Week and the Enrollment Reports for
Summer Studies Enrollment and Fall Enrollment.
On motion made and seconded, the Board approved the following Consent
Agenda Action Items:
Board of Visitors
Minutes of a Meeting held May 20, 2005
Minutes of a Joint Meeting of the Board of Visitors and the VCU Health
System Board of Directors held May 19, 2005
Academic and Health Affairs Policy Committee
Minutes of a Meeting held May 19, 2005
Audit Committee
Minutes of a Meeting held May 20, 2005
Audit and Management Services Charter
Executive Committee
Minutes of a Meeting held May 19, 2005
Minutes of a Meeting held June 13, 2005
Minutes of a Meeting held August 1, 2005
External Relations
Minutes of a Meeting held May 19, 2005
Finance, Investment and Property Committee
Minutes of a Meeting held May 19, 2005
2006-08 State Budget Request
Architect Selection for the Medical Sciences Building II
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Architect Selection for the Sanger Hall Laboratory Renovations:
Project 3 - Third Floor Laboratory Renovation
Term Contract - Vivarium Design and Renovation
Project Plans for the School of Business and the School of Engineering
Fiscal Requirements for Schools of Business and Engineering
Resolution: Development and Financing Agreements Authorizing Agreement
with VCU School of Engineering and School of Business Foundations Amended
Authorizing Agreement with Medical College of Virginia Foundation
Lease for 6-8 North Harrison Street
Lease for 2219 Chamberlayne Parkway
Cooperative Agreement: Raymond Lee Gordon, Jr. Research Pier Facility
Resolution: Virginia College Building Authority
Easement for 1200 East Clay Street
Student Affairs Committee
Minutes of a Meeting held May 19, 2005
On motion made and seconded, the Lease for 730 East Broad Street was approved
with Mr. Brian Jackson abstaining.
Dr. Bersoff reported for the Nominating Committee for Officers and Executive
Committee. The members of the Committee are: Drs. Bersoff (Chair), Doswell, and
Romano; and Mr. Jackson. On motion made and seconded, the following
slate of officers and Executive Committee were approved:
The Honorable Ralph L. " Bill" Axselle, Vice Rector
The Honorable Anne J. G. Rhodes - Secretary
Mr. John Sherman, Jr. - Member-at-Large
Mr. Phillip 1 Thompson, Sr. - Member-at-Large
Dr. Bersoff appointed the following members of the Board to serve on the
Presidential Evaluation Committee: Dr. Bersoff (Chair); Messrs. Axselle, Sherman and
Thompson; and Mrs. Rhodes.
through VCU's Financial, Operational and Administrative Practices Framework, with
Dr. Doswell presented the University Code of Ethics. The Code project was initiated
strong support from the President and Provost. The Code of Ethics formally
communicates to the faculty and staff the University's core values and principles, as wel
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as VCU's expectations for ethical conduct. The Audit Committee recommended to the
full Board the approval of the University Code of Ethics. On motion made and seconded,
the Board approved the University Code of Ethics.
On motion made and seconded, the Board accepted the Consent Agenda Information
items
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 approval of the acquisition of property on or adjacent to the Monroe Park
Campus and the approval of the acquisition of property on or adjacent to the Monroe
Park Campus Addition; 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 session would adversely affect the
negotiating or litigating posture of VCU, including the Report of the General Counsel;
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and 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. Edward H. Bersoff, Rector X
Mr. Ralph L. "Bill" Axselle, Jr. X
Mr. David G. Baldacci Absent
Dr. J. Alfred Broaddus, Jr. X
Dr. John C. Doswell II X
Mr. Brian K. Jackson X
Ms. Lillian L. Lambert Absent
Mrs. Anne J. G. "Panny" Rhodes X
Mr. Richard T. Robertson X
Dr. Michele A. Romano X
Mr. Thomas G. Rosenthal Absent
Dr. Carol S. Shapiro X
Mr. John Sherman, Jr. X
Mr. Stuart C. Siegel X
Mr. Thomas G. Snead, Jr. X
Mr. Philip Thompson, Sr. X
Vote:
Ayes: 13
Nays: 0
ABSENT DURING MEETING: 3
ABSENT DURING VOTING: 3
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On motion made and seconded, the Board approved the Faculty Appointments and
Changes in Status and other Personnel Actions as amended; accepted the Report of the
President; approved the Named Funds Report and Facility Naming Recommendations;
approved the Acquisition of Property Adjacent to the Monroe Park Campus; approved the
acquisition of property on or adjacent to the Monroe Park Campus Addition; accepted the
Closed Session Committee Reports; and accepted the Report of the General Counsel.
The meeting was adjourned at 12:35 p.m.
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