RESOLUTIONS ADOPTED BY THE BOARD OF VISITORS
APRIL 10-12, 2008
PAGE
Approval of the Minutes of the February 7-8 Meeting 7557
of the Board of Visitors
Resolution for Addenda to the Agenda 7557
Resolution Commending Carey Joseph Mignerey 7558
Adoption of Integrated Emergency Operations Plan 7559
Resolution Accepting the Gifts and Grants Report 7561
Resolution on Change in the Dinner at the June Board 7564
Meeting
Approval of Degree and Program Name Change: B.S. Ed., 7565
M.Ed., and Ed.D. in Health and Physical Education to
B.S.Ed., M.Ed., and Ed.D. in Kinesiology in the Curry
School of Education
Approval of Increase in Faculty and Staff Housing Rates 7565
for 2008-2009
Approval of Contract Rates for Dining Services for 7567
2008-2009 for the Academic Division and The University
of Virginia’s College at Wise
Approval to Purchase Properties from and Sell Property 7568
to the University of Virginia Foundation
Approval of Signatory Authority for Medical Center 7570
Procurement of Intraoperative Magnetic Resonance
Imaging Equipment
Approval of Demolished Building Recognition Program 7570
Expansion of Commercial Paper Program, Issuance of 7571
General Revenue Pledge Bonds for Capital Projects and
Refunding and Revisions to Debt Policy Regarding Variable
Rate Indebtedness
Approval of Intent to Issue Tax Exempt Debt 7575
PAGE
Approval of Tuition, Required Fees, and Other Charges 7577
for the Academic Division for the 2008-2009 Academic
Year and 2009 Summer Session – Exclusive of Undergraduate
Tuition
Approval of Allocation of Required Fees for 2008-2009 7579
Regular Session of the Academic Division
Commendation of the University of Virginia Hospital 7580
Auxiliary
11th Street Garage 7580
Culbreth Road Garage 7580
Approval of the Summary of Audit Findings 7580
Approval of New Policies and Procedures to Notify Parents 7580
of Tax-Dependent Students in Instances of Psychological
Emergency
Implementation of Policies Addressing the Needs of 7582
Potentially Suicidal Students
Faculty Personnel Actions
Elections 7584
Correction to the Election of Mr. Daniel Chavez 7585
Actions Relating to Chairholders
Election of Chairholders 7586
Change of Title of Chairholder 7586
Special Salary Action of Chairholders 7586
Resignation of Chairholders 7587
Retirements of Chairholders 7587
Promotion 7588
Special Salary Actions 7588
Resignations 7590
Correction to the Resignation of Ms. Nancy S. Weinfield 7590
Retirements 7590
Correction to the Minutes Regarding the Retirement of 7592
Mr. A. Wayne Orr
Appointment 7592
Re-Appointments 7593
Election of Professors Emeriti 7593
Election of Associate Professor Emeriti 7594
Death 7595
PAGE
Re-election of Mr. Leonard W. Sandridge, Jr., as 7595
Executive Vice President and Chief Operating Officer
The University of Virginia’s College at Wise
Special Salary Action 7595
Resignations 7595
Resolutions Adopted by the Buildings and Grounds
Committee, April 11, 2008
Approval of Engineer Selection for the Science/ 7598
Engineering Chiller Plant Expansion
Approval of Concept and Design Guidelines 7598
for the Garrett Hall Renovation
Resolutions Adopted by the Medical Center Operating Board,
April 3, 2008
Credentialing and Recredentialing Actions 7599
Criteria For Buchanan Funding 7613
April 10-12, 2008
Session on April 10th
The Board of Visitors of the University of Virginia met, in Open Session, at 10:30 a.m., on Thursday, April 10, 2008, in the Board Room of the Rotunda; W. Heywood Fralin, Rector, presided.
Daniel R. Abramson, A. Macdonald Caputo, The Honorable Alan A. Diamonstein, Ms. Susan Y. Dorsey, G. Slaughter Fitz-Hugh, Jr., Ms. Glynn D. Key, Austin Ligon, Vincent J. Mastracco, Jr., The Honorable Lewis F. Payne, Don R. Pippin, Gordon F. Rainey, Jr., Warren M. Thompson, John O. Wynne, and Carey J. Mignerey were present.
Ms. Adom Getachew, the Student Member-elect, was present.
Also present was Kenneth A. Schwartz, Consulting Member.
Present as well were John T. Casteen, III, Leonard W. Sandridge, Alexander G. Gilliam, Jr., Arthur Garson, Jr., M.D., Ms. Susan A. Carkeek, William B. Harvey, James L. Hilton, R. Edward Howell, Ms. Patricia M. Lampkin, Ms. Yoke San L. Reynolds, Ms. Colette Sheehy, Robert D. Sweeney, David J. Prior, and Ms. Jeanne Flippo Bailes.
The Rector called the meeting to order and asked Mr. Abramson to lead the Pledge of Allegiance.
APPROVAL OF THE MINUTES OF THE MEETING OF FEBRUARY 7-8, 2008
On motion, the Board approved the Minutes of the last meeting of the full Board, held February 7-8, 2008.
RESOLUTION FOR ADDENDA TO THE AGENDA
After reminding the Board that the Manual specifies that consideration of addenda to the published Agenda of a Board meeting must be approved by the Board, the Rector called for a motion to approve the necessary resolution. The motion was moved, seconded, and passed, and the Board adopted the following resolution:
RESOLVED, the Board of Visitors approves the consideration of addenda to the published Agenda.
INTRODUCTION OF THE NEW STUDENT BOARD MEMBER
The Rector introduced Ms. Adom Getachew, the Student Board Member-elect, who was chosen in the last session of the February Board meeting. Ms. Getachew is a third year student in the College from Arlington. She is a Jefferson Scholar, an Echols Scholar, and an honorary Holland Scholar, among a great many other achievements and activities. She will succeed Mr. Mignerey as the Student Member at the conclusion of this Board meeting.
RESOLUTION COMMENDING CAREY JOSEPH MIGNEREY
The Rector then thanked Mr. Mignerey for his outstanding service on the Board and proposed a resolution of commendation. On motion, the following resolution was approved:
WHEREAS, Carey Joseph Mignerey matriculated in the College in 2000 as a Jefferson Scholar and again in the School of Law in 2006; and
WHEREAS, Mr. Mignerey, as an undergraduate, was elected an Echols Scholar, a member of the Raven Society, a member of Phi Beta Kappa, Sigma Chi and belonged to other organizations too numerous to mention; and
WHEREAS, Mr. Mignerey was Chair of the Honor Committee in 2003-2004; and
WHEREAS, Mr. Mignerey took a B.A. in Government and Foreign Affairs, in the Distinguished Majors Program, in 2004; and
WHEREAS, Mr. Mignerey, after working for McKinsey & Company in Atlanta and in the Middle East, entered the Law School in 2006; and
WHEREAS, Mr. Mignerey was elected the Student Member of the Board in February, 2007; and
WHEREAS, Mr. Mignerey’s term on the Board of Visitors expires on April 12, 2008; and
WHEREAS, Mr. Mignerey’s service on the Board has been exemplary as a Board Member, as an articulate and effective voice of student opinion, and in all ways as an expression of his devotion to the University;
RESOLVED, the Board of Visitors thanks Carey Joseph Mignerey for his service, and for his contributions to the Board and to the University as a whole, as well as for his friendship, and wishes him every success as he continues his study of the law.
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At the Rector’s request, Mr. Sandridge, Executive
Vice President and Chief Operating Officer, proposed a resolution approving the adoption of the Emergency Operations Plan, devised by the City of Charlottesville, Albemarle County, and the University. Mr. Sandridge explained that the Commonwealth of Virginia Emergency Services Law of 1973 requires that each city and county develop and maintain a plan of this sort.
On motion, the Board adopted the following resolution:
ADOPTION OF INTEGRATED EMERGENCY OPERATIONS PLAN
WHEREAS, the Board of Visitors and the University of Virginia are concerned with the health, safety, and well-being of members of the University community and desire that the best possible emergency service be available to them; and
WHEREAS, the Commonwealth of Virginia Emergency Services Law of 1973 requires that each city and county develop and maintain an Emergency Operations Plan which addresses its planned response to emergency situations; and
WHEREAS, such a plan has been developed by University staff in coordination with the Virginia Department of Emergency Management with input from local agencies;
RESOLVED, the Board of Visitors of the University of Virginia does hereby adopt the City of Charlottesville, County of Albemarle, and University of Virginia Integrated Emergency Operations Plan, to include plans and procedures for both peace time and war-caused disasters.
DISCUSSION OF BOARD MEETING DATES FOR 2009-2010
At the Rector’s request, the Vice Rector, Mr. Wynne, who will become Rector on July 1, 2009, led a discussion of proposed changes in the schedule of Board meetings.
Mr. Wynne proposed first off a schedule of meetings on essentially a quarterly basis – one in September, one in mid-November, one in mid to late February, and one in early June. The Board Retreat, according to this plan, would be attached to a Board meeting – beginning, say, on a Friday afternoon and continuing through Saturday morning, or beginning Saturday morning and running all day.
The 2009 Retreat certainly would be held in conjunction with one of the fall meetings of the Board; the rest of the schedule changes could take effect that fall, depending on Members’ schedules.
Mr. Wynne proposed, too, returning to the schedule of a 1-1/2 – 2 hour session at each Board meeting devoted to discussion of a strategic topic. Also, he advocated going back to the custom of annual reports for committees. He suggested, too, that the Board do a periodic self-evaluation to make sure that it is working on the right things and in the right way; he said 2009-2010 would be the year to do this.
Some adjustments would have to be made to the present schedule of setting tuitions in order that this conform to the proposed meeting schedule, but it would not be an insurmountable problem. The Board Office will check the President’s long-term schedule and poll Members about changing the previously established meeting schedule for 2009.
SUMMER ORIENTATION
At the Rector’s request, the Secretary spoke briefly about Members’ roles in the summer orientation of incoming undergraduate students. Members for the last several years have participated in the opening of each of the orientation sessions; the participation has consisted of brief remarks to the assembled matriculants and their parents on the importance of the Honor System to the life of the University. It has been a very successful part of orientation.
The Secretary urged Members to volunteer for this summer’s sessions, and he handed around a sign-up roster.
PRESIDENT’S REPORT
The Rector asked the President to give his customary report.
The President spoke briefly about the General Assembly session which concluded when the Legislature rose on March 13th. April 12th, he said, is the last day for the Governor to take action on legislation sent to him by the General Assembly; the Legislature then will reconvene on April 23rd to consider the Governor’s vetoes and amendments. The General Assembly, also on April 23rd, will consider the capital improvement bond bills.
The President pointed out that because the state budget is not yet final, the undergraduate tuition rates which normally are brought to the Board for approval at the April meeting, will not be set until the budget bill is approved.
He then announced the appointment of Ms. Stewart Gamage as Director of the Morven Institute. Ms. Gamage, a Petersburger who is currently Vice President for Public Affairs at the College of William and Mary, will take up her duties in August. She was Director of the Virginia Liaison Office and Senior Assistant to Governors Robb and Baliles; Policy Director for the former U.S. House Majority Leader, Congressman Gephardt; and Chief Operating Officer of APCO Associates, one of the largest public affairs firms in Washington.
Ms. Gamage will be responsible for the development of programming at Morven.
The Hospital Auxiliary is celebrating its one hundredth anniversary this year – note was taken of this at the recent meeting of the Medical Center Operating Board, and a commemorative resolution was adopted by the General Assembly. The President said a reception honoring the Auxiliary will be held at Carr’s Hill this fall.
GIFTS AND GRANTS REPORT
The President reported that philanthropic giving to the University and its related foundations this fiscal year (which began on July 1st, 2007) was $204.7million through February 29th. This is $13.9million, or 6.4%, less than giving during the same period last year.
Nonetheless, the Batten School of Leadership and Public Policy, Athletics, the Miller Center, the University Library, and the UVa Fund all report significant increases in giving.
Among significant gifts received since the last meeting of the Board, the President reported a bequest of $1,800,000 from David Allen Mayhugh for research in the School of Medicine; a deferred gift of $1,043,570 from Mrs. A. Stuart Robertson, Jr., for the endowed scholarships in the School of Law; a pledge payment of $1,000,000 from the Smithfield-Luter Foundation for an endowment for the Medical School; a pledge of $5,000,000 from the Claude Moore Charitable Foundation for the Claude Moore Medical Education Building; $2,000,000 from John G. Macfarlane, III to the Darden School Foundation for the Center for Asset Management; $1,000,000 pledged by Richard B. Gilliam, Sr. and Mrs. Leslie F. Gilliam for the Emily Couric Clinical Cancer Center; and a $1,000,000 pledge from Gregory S. Ledford to the McIntire School of Commerce Foundation, to be split between the Davis B. Ledford Faculty Fellowship and the Demong-Pettit Faculty Fellowship.
The Rector called for a resolution accepting the Gifts and Grants Report. The following resolution was proposed and approved:
RESOLVED, the Gifts and Grants Report for the period January 1, 2008, through February 29, 2008, is accepted.
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The meeting of the full Board was recessed at 11:05 a.m.,
for Committee meetings.
SESSION ON APRIL 11TH
EXECUTIVE SESSION
The Board adopted the following motions allowing it to go into Executive Session, at 3:40 p.m.:
That the Board of Visitors of the University of Virginia convene in Closed Session for the purpose of discussing and/or approving personnel actions involving the appointment, reappointment, nomination, evaluation, performance, compensation, and resignation of specific University officers and employees, as provided for in Section 2.2-3711 (A) (1) of the Code of Virginia.
That the Board of Visitors
convene in Closed Session to consult with General Counsel regarding
his privileged legal report to the Board on pending and anticipated
litigation affecting the University, and on legal review of policy
governing University-related foundations; and to consult further with
legal counsel with respect to Code requirements governing conflicts
of interests, as provided for in Section 2.2-3711 (A) (7) of the Code
of Virginia.
That the Educational Policy Committee of the Board of Visitors of the University of Virginia convene in Closed Session to discuss the scholastic performance of specific students and the competency of academic advising provided by specific personnel of the University, as permitted by Section 2.2-3711 (A) (1) and (2) of the Code of Virginia.
That the Board of Visitors of the University of Virginia convene in Closed Session to discuss and review with legal counsel the adequacy of the University’s security preparations and planning to protect, deter, and respond to possible threats to public safety on properties near and on the University grounds, as permitted by Section 2.2-3711 (A) (7) and (19) of the Code of Virginia.
That the Board of Visitors of the University of Virginia convene in Closed Session to consider and discuss the terms and conditions of a potential gift of funds and film rights, as permitted by Section 2.2-3711 Section 2.2-3711 (A) (8) and (29) of the Code of Virginia.
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The Board resumed its meeting in Open Session at 5:20 p.m., and adopted the following resolution certifying that its discussions in Executive Session had been conducted in accordance with the provisions of the Virginia Freedom of Information Act:
That we vote on and record our certification that, to the best of each Board member’s knowledge, only public business matters lawfully exempted from open meeting requirements and which were identified in the motion(s) authorizing the closed session, were heard, discussed or considered in closed session.
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APPOINTMENT OF SPECIAL COMMITTEES
The Rector announced the appointment of two ad-hoc Committees, one to establish criteria to be used in preparation for choosing successors to retiring senior members of the Administration, and the other to study both the process of the election of the Rector and Vice Rector and their terms of office. The Members of the first Committee are to be Messrs. Wynne, Farrell, and Ligon, the President, and Ms. Gertrude Fraser, Vice Provost for Faculty Advancement. Ms. Dorsey and Messrs. Diamonstein and Mastracco are to be the Members of the second Committee.
CHANGE IN THE DINNER AT THE JUNE BOARD MEETING
The Rector told the Board that changes in the structure of the dinner at the June Board meeting are advisable. The dinner has for some time been designated as an occasion to which former Members of the Board are invited, but in the last few years, very few former Members have attended. The dinner also is the occasion on which retiring Members are honored for their service on the Board. The Rector observed that the latter aspect of the evening has become the more important and he proposed a resolution approving his decision to change this to the stated purpose of the dinner.
He also charged the ad-hoc Committee which will consider the election and terms of the Rector and the Vice Rector, with considering other events at which former Members can be invited to return.
The following resolution was moved, seconded, and approved:
RESOLVED, the Board approves the change in format of the June dinner honoring retiring Members.
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The Board recessed at 5:30 p.m.
Session on April 12th
CONFLICT OF INTEREST TRAINING
The Board convened, in Open Session, in the Board Room of the Rotunda at 8:35 a.m., Saturday, April 12, 2008, for a training session on the Virginia regulations regarding conflict of interest questions as they affect members of public boards. All Members were present save Messrs. Ligon and Thompson and Dr. Vaughan. The session was conducted by Mr. Forch, the General Counsel, and Mr. Kast, the Associate General Counsel. The session ended at 9:15 a.m.
FINAL SESSION
The final session of the Board meeting, conducted in Open Session, followed immediately; all Members present for the conflict of interest training were present.
The Board adopted the following resolutions:
APPROVAL OF DEGREE AND PROGRAM NAME CHANGE: B.S.Ed.,
M.Ed., AND Ed.D. IN HEALTH AND PHYSICAL EDUCATION TO
B.S.Ed., M.Ed., AND Ed.D. IN KINESIOLOGY IN THE CURRY
SCHOOL OF EDUCATION
(approved by the Educational Policy Committee on April 10, 2008)
RESOLVED that, subject to approval by the State Council of Higher Education for Virginia, the names of the degrees B.S.Ed., M.Ed., and Ed.D. in Health and Physical Education, which are offered in the Curry School of Education, are changed to B.S.Ed., M.Ed., and Ed.D. in Kinesiology.
APPROVAL OF INCREASE IN FACULTY AND STAFF HOUSING RATES
FOR 2008-2009
(approved by the Finance Committee on April 11, 2008)
RESOLVED that the faculty and staff housing rates be approved as indicated, effective July 1, 2008. The Executive Vice President and Chief Operating Officer is authorized to increase the rates to market level when a property is vacated.
ACADEMIC DIVISION
Rents Prop. Rents Utilities
Utilities 2007-08 Amount Percent 2008-09 Paid By
Properties Furnished Per Month of Increase of Increase Per Month Occupant
Piedmont Estates
1 Bedroom Apt. (7)(F) WS,E,G,C,T $667 $38 5.70% $705
2 Bedroom Apt. (16)(UF) WS,E,G,C,T 812 13 1.60% 825
Houses (3BR) (16)(UF) WS,C,T 1,146 54 4.71% 1,200 E, G
Townhouses (3BR)(5)(UF) WS,C,T 1,080 20 1.85% 1,100 E, G
Farmhouse Apt. 1 (1BR)(F) WS,E,G,C,T,AC 734 0 734
Farmhouse Apt. 2 (3 BR)(UF) WS,E,G,C,T 759 50 6.59% 809
Farmhouse Apt. 3 (1 BR)(F) WS,E,G,C,T,AC 734 0 734
Farmhouse Apt. 4 (2 BR)(F) WS,E,G,C,T,AC 832 23 2.76% 855
Sundry
Vyssotsky Cottage (3BR)(UF) WS,T, AC $945 $60 6.35% $1,005 E,G
McGuffey Cottage (Efficiency)(UF) WS,E,V,T,AC,D 550 0 550
Upper Mews (1BR)(F) WS,E,HP,C,T,AC,D 775 25 3.23% 800
Lower Mews (1BR)(F) WS,E,HP,C,T,AC,D 750 0 750
Monroe Hill Range (1BR)(UF) WS,E,HVAC,T,V,D,C 885 58 6.55% 943
Rents Prop. Rents Utilities
Utilities 2007-08 Amount Percent 2008-09 Paid By
Properties Furnished Per Month of Increase of Increase Per Month Occupant
Brown College Apts. (2) (2BR)(UF) WS,E,HVAC,T,V,D,C 771 35 4.54% 806
Hereford Coll. Apts.(2) (2BR)(UF) WS,E,HVAC,T,V,D,C 890 40 4.49% 930
Hereford College Principal
Residence (3BR)(UF) WS,E,HVAC,T,V,D,C 1,154 86 7.45% 1,240
102 Cresap Fac. Apt. (1BR)(F) WS,E,G,T,HVAC,V,D,C 825 25 3.03% 850
Hedge House (2BR)(F) WS,C,T,AC 860 40 4.65% 900 E,G
Orchard House (5RMS)(F) WS,E,G,C,T,AC 425 25 5.88% 450
118 Oakhurst, Upper (2BR)(UF) WS,G,C, AC 770 50 6.49% 820 E,T
118 Oakhurst, Lower (2BR)(UF) WS,G,C,AC 950 70 7.37% 1,020 E,T
424 MLLH, (1BR)(UF) WS,E,G,C,HVAC,V,D 819 33 4.03% 852
423 MLLH, (2BR)(UF) WS,E,G,C,HVAC,V,D 945 38 4.02% 983
004 Lewis, (1BR)(UF) WS,E,G,C,HVAC,V,D 819 33 4.03% 852
Birdwood Properties
Cottage (1BR)(UF) WS,C,T $640 $40 6.25% $680 E
Garage Apt.(2BR)(UF) WS,C,T 900 50 5.56% 950 E,G
Cash House (3BR)(UF) WS,C,T,AC 1,106 0 1,106 E,G
Middleton House (4BR)(UF) WS,C,T,AC 1,358 82 6.04% 1,440 E,G
E & G Properties
Montebello (3BR/Garage) WS,E,G,AC $854 $86 10.07% $940 C,T
Big Morea (4BR) WS,E,G,AC,T 1,178 37 3.14% 1,215 C
Little Morea (2BR) WS,E,G,AC,T 905 45 4.97% 950 C
Sunnyside (4BR) WS,E,O,AC 1,819 56 3.08% 1,875 C
Monroe Hill House (4BR) WS,E,HVAC,T,V,D 885 58 6.55% 943 C
Sprigg Lane House (6BR) WS,E,HVAC,T,V,D 3,000 C
Pavilion I (3BR) WS,E,HVAC,T,V 999 101 10.11% 1,100 C
Pavilion II (3BR) WS,E,HP,T,V 750 75 10.00% 825 C
Pavilion III (3BR) WS,E,HVAC,T,V 1,300 0 1,300 C
Pavilion IV (3BR) WS,E,HP,T,V 750 75 10.00% 825 C
Pavilion V (3BR) WS,E,HVAC,T,V 1,400 0 1,400 C
Pavilion VI (4BR) WS,E,HVAC,T,V 999 101 10.11% 1,100 C
Pavilion VIII Upper (3BR) WS,E,HVAC,T,V 659 66 10.02% 725 C
Pavilion VIII Lower (1BR) WS,E,HVAC,T,V 342 33 9.65% 375 C
Pavilion IX (3BR) WS,E,HVAC,T,V 999 101 10.11% 1,100 C
Pavilion X (4BR) WS,E,HP,T,V 750 75 10.11% 825 C
Blandy Farm
Curator's House WS $0 $0 0.00% $0 E,O
Green Farm House WS 65 0 0.00% 65 E,O
Notes:
Italicized 2007-08 rents indicate that a $20 credit was granted for non-availability of high speed data service.
In total nine properties will be brought to market rates during 2008-09.
Three properties – Lower Mews, Pavilion III and 118 Oakhurst Circle (Lower) – were brought to market during 2007-08 when vacated/reoccupied.
Pavilion V rent was adjusted during 2007-08 when vacated/reoccupied.
The (F) designates properties that are furnished. The (UF) designates properties that are unfurnished.
Utility abbreviations are as follows: WS (water, sewer), E (electric), G (gas), O (oil), HP (heating plant), HVAC (heating, ventilating, and air conditioning), AC (window air conditioning), C (cable TV), V (voice), T (trash), and D (data).
APPROVAL OF CONTRACT RATES FOR DINING SERVICES FOR 2008-
2009 FOR THE ACADEMIC DIVISION AND THE UNIVERSITY OF
VIRGINIA'S COLLEGE AT WISE
(approved by the Finance Committee on April 11, 2008)
RESOLVED that the student contract rates for dining services are approved as shown below, effective at the beginning of the 2008-2009 session:
ACADEMIC DIVISION
Actual Amount of Percent Proposed
2007-08 Increase Increase 2008-09
Regular Meal Plans (1,2)
Unlimited Entry w/ $150 Plus Dollars $3,420 $170 5.0% $3,590
15 Meals per week w/ $400 Plus Dollars 3,420 170 5.0% 3,590
13 Meals per week w/ $500 Plus Dollars 3,420 170 5.0% 3,590
10 Meals per week (first year) w/
$840 Plus Dollars 3,420 170 5.0% 3,590
10 Meals per week (upperclass) w/
$330 Plus Dollars 2,930 150 5.1% 3,080
100 Meals per semester w/$300 Plus Dollars 1,960 100 5.1% 2,060
80 Meals per semester w/ $350 Plus Dollars 1,700 80 4.7% 1,780
50 Meals per semester w/ $390 Plus Dollars 1,270 70 5.5% 1,340
Residential College/Language House Meal Plans (1,2,3)
Unlimited Entry w/ $150 Plus Dollars $3,530 $170 4.8% $3,700
15 Meals per week w/ $400 Plus Dollars 3,530 170 4.8% 3,700
13 Meals per week w/ $500 Plus Dollars 3,530 170 4.8% 3,700
10 Meals per week (first year) w/ $840
Plus Dollars 3,530 170 4.8% 3,700
10 Meals per week (upperclass) w/ $330
Plus Dollars 3,040 150 4.9% 3,190
100 Meals per semester w/ $300 Plus Dollars 2,070 100 4.8% 2,170
80 Meals per semester w/ $350 Plus Dollars 1,810 80 4.4% 1,890
50 Meals per semester w/ $390 Plus Dollars 1,380 70 5.1% 1,450
Athletic Meal Plans
Unlimited Entry w/ $150 Plus Dollars $3,530 $170 4.8% $3,700
15 Meals per week w/ $400 Plus Dollars 3,530 170 4.8% 3,700
13 Meals per week w/ $500 Plus Dollars 3,530 170 4.8% 3,700
10 Meals per week (first year) w/ $840 Plus
Dollars $3,530 $170 4.8% $3,700
10 Meals per week (upperclass) w/ $330 Plus
Dollars 3,040 150 4.9% 3,190
100 Meals per semester w/ $300 Plus Dollars 2,070 100 4.8% 2,170
80 Meals per semester w/ $350 Plus Dollars 1,810 80 4.4% 1,890
Actual Amount of Percent Proposed
2006-07 Increase Increase 2007-08
Other
Law School Meal Plan (4) $200 $0 $200
Summer School 20 Meals w/ $40 Plus Dollars 190 0 190
Summer School 40 Meals w/ $80 Plus Dollars 365 0 365
Summer School 60 Meals w/ $120 Plus Dollars 540 0 540
THE UNIVERSITY OF VIRGINIA'S COLLEGE AT WISE
19 Meal Plan $2,990 $136 4.5% $3,126
12 Meal Plan 2,688 122 4.5% 2,810
(1) Plus Dollars are credited to a student's dining account and may be used in the same manner as cash at any board dining hall and/or retail operation.
(2) First-year students are required to purchase a 13, 15, or unlimited meal plan during their first semester. During their second semester, they may switch to a 10 meal plan with $840 Plus Dollars.
(3) Some residential colleges and language houses have a dining requirement as part of their program.
(4) Law School students are allowed to deposit a minimum $200 per academic year into a dining spending account.
MOUNTAIN LAKE BIOLOGICAL STATION
Actual Proposed Percent
Dining Daily 2007 Daily 2008 Increase
Adults $21.50 $23.50 9.30%
Children 13 and over $21.50 $23.50 9.30%
Children 3 to 12 $13.00 $14.00 7.69%
Children 2 and under $ 0.00 $ 0.00 0.00%
APPROVAL TO PURCHASE PROPERTIES FROM AND SELL PROPERTY
TO THE UNIVERSITY OF VIRGINIA FOUNDATION
(approved by the Finance Committee on April 11, 2008)
WHEREAS, the Board of Visitors finds it to be in the best interest of the University of Virginia to purchase from the University of Virginia Foundation certain properties for the purpose of using these properties for University of Virginia and University of Virginia Medical Center activities and organizations; and
WHEREAS, these properties are listed immediately following this resolution; and
WHEREAS, the Board finds it to be in the best interest of the University of Virginia to sell to the University of Virginia Foundation 0.84 acres of land that adjoins the Montesano property for $444,706 to facilitate the future development of the remaining Montesano property by the University of Virginia Foundation;
RESOLVED, the Board of Visitors approves the acquisition of each of the listed properties and the sale of 0.84 acres; and
RESOLVED FURTHER, the Executive Vice President and Chief Operating Officer is authorized, on behalf of the University, to approve and execute purchase agreements and related documents, to incur reasonable and customary expenses, and to take such
other actions as deemed necessary and appropriate to consummate such property transfers; and
RESOLVED FURTHER, all prior acts performed by the Executive Vice President and Chief Operating Officer, and other officers and agents of the University, in connection with such property transfers, are in all respects approved, ratified and confirmed.
Snyder Translational Research Building and Life Sciences Annex
Located at 480 Ray C. Hunt Drive in the Fontaine Research Park, this facility contains 85,400 gross square feet of wet lab research space and an additional 34,492 square feet of research space in the Annex building. The buildings are located on approximately three acres. The purchase price is not to exceed $80.5 million.
Montesano (465 Crestwood Drive)
Located at 465 Crestwood Drive, off the Old Ivy Road, Montesano is a building of 4,320 finished square feet on 3.2 acres of land and will house the Center for Politics. The purchase price is not to exceed $2.15 million.
1224 Jefferson Park Avenue
This property consists of a 48,772 rentable square foot office building located on approximately 0.43 acres of land. The purchase of this office building will reduce the cost of leasing from the University of Virginia Foundation. Currently the building is 94 percent leased to University departments. The purchase price is not to exceed $4.1 million.
11th Street Parking Garage
Located on 11th Street and containing 1,025 parking spaces on approximately 1.4 acres of land; to be used for Health System parking. The purchase price is not to exceed $43.5 million.
112 11th Street, S.W.
Located at West Main and 11th Streets, the office building consists of 5,645 finished square feet on 0.34 acres of land. The University of Virginia Community Credit Union, relocated from the East Garage, will use the basement and first floor; the second floor will be used for Health System offices. The purchase price is not to exceed $3.9 million.
APPROVAL OF SIGNATORY AUTHORITY FOR MEDICAL CENTER
PROCUREMENT OF INTRAOPERATIVE MAGNETIC RESONANCE IMAGING
EQUIPMENT
(approved by the Medical Center Operating Board on April
3, 2008, and by the Finance Committee on April 11, 2008)
RESOLVED, the Board of Visitors authorizes the Executive Vice President and Chief Operating Officer of the University to execute a contract for the procurement of intraoperative MRI equipment, based on the recommendation of the Vice President and Chief Executive Officer of the Medical Center in accordance with Medical Center procurement policy.
APPROVAL OF DEMOLISHED BUILDING RECOGNITION PROGRAM (approved by the Buildings and Grounds Committee on April 11, 2008)
RESOLVED, the Board of Visitors encourages a proposed project to investigate the history, use and location of University buildings which are no longer standing, and to mark their sites. The Board approves the placing of historical plaques or markers, to be devised by the Administration, waives its approval of each marker, and directs the Secretary to report periodically on these markers and to enter their locations and other data in the Minutes of the Board as a matter of historical record.
EXPANSION OF COMMERCIAL PAPER PROGRAM, ISSUANCE OF
GENERAL REVENUE PLEDGE BONDS FOR CAPITAL PROJECTS AND
REFUNDING AND REVISIONS TO DEBT POLICY REGARDING VARIABLE
RATE INDEBTEDNESS
(approved by the Finance Committee on April 11, 2008)
WHEREAS, Chapter 9, Title 23 of the Code of Virginia of 1950, as amended (the "Virginia Code"), establishes a public corporation under the name and style of The Rector and Visitors of the University of Virginia (the "University") which is governed by a Board of Visitors (the "Board"); and
WHEREAS, Title 23 of the Virginia Code classifies the University as an educational institution of the Commonwealth of Virginia; and
WHEREAS, by Chapter 4.10, Title 23 of the Virginia Code (the "Act"), the University entered into a management agreement with the Commonwealth of Virginia which was enacted as Chapter 3 of Chapter 933 of the 2006 Virginia Acts of Assembly, pursuant to which the University is classified as a public institution of higher education and the University is empowered with the authority to undertake and implement the acquisition of any interest in land, including improvements on the acquired land at the time of acquisition, new construction, improvements or renovations and to borrow money and make, issue and sell bonds of the University for such purposes, including the refinancing of any such facilities; and
WHEREAS, the Act further authorizes the University to provide for the payment of the principal of and the interest on any bonds from any one or more of the following sources: (i) its revenues generally; (ii) income and revenues derived from the operation, sale, or lease of a particular project or projects, whether or not they are financed or refinanced from the proceeds of such bonds, notes, or other obligations; (iii) funds realized from the enforcement of security interests or other liens or obligations securing such bonds, notes, or other obligations; (iv) proceeds from the sale of bonds, notes, or other obligations; (v) payments under letters of credit, policies of municipal bond insurance, guarantees, or other credit enhancements; (vi) any reserve or sinking funds created to secure such payment; (vii) accounts receivable of the University; or (viii) other available funds of the University; and
WHEREAS, the Board has previously determined to facilitate the financing or refinancing from time to time of costs associated with capital projects of the University approved by the Board or other utilization of funds by the University which is permitted by law (including, without limitation, capitalized interest, financing costs and working capital consistent with the University's debt policy) on a short-term basis through the issuance of commercial paper in an aggregate outstanding principal amount not to exceed $175,000,000 (the "Commercial Paper Program"), and hereby determines that the maximum aggregate outstanding principal amount of the Commercial Paper Program at any time should be increased to $300,000,000; and
WHEREAS, the Board has previously approved resolutions declaring an intent to issue bonds and has authorized the issuance of debt funding for the costs associated with the projects described in Appendix A (the "Projects"); and
WHEREAS, a portion of the Projects has been financed on a short-term basis through the University's Commercial Paper Program; and
WHEREAS, the Board desires to provide for the refunding of all or a portion of its outstanding tax-exempt bonds, including without limitation the bonds described in Appendix A (the "Outstanding Bonds"); and
WHEREAS, the Board desires to authorize the issuance of bonds in one or more series for financing or refinancing of all or a portion of the costs associated with the Projects, for the refunding of all or a portion of the outstanding principal amount of the Commercial Paper Program and for the refunding of all or a portion of the University's Outstanding Bonds, and desires to authorize certain officers of the University to approve the final forms and details of the bonds, as set forth below; and
WHEREAS, the Board anticipates that the bonds will be secured by a general revenue pledge of the University and not be in any way a debt of the Commonwealth of Virginia (the "Commonwealth") and shall not create or constitute any indebtedness or obligation of the Commonwealth, either legal, moral, or otherwise; and
WHEREAS, in April 2004, the Board approved a policy to limit the University's variable-rate debt to not more than 40 percent of the University's total debt financing; in April 2006, the Board approved a Debt Policy which limits the University's variable-rate debt to the same percentage; and the Board desires to revise such variable-rate debt limit to 50 percent under the University’s Debt Policy; and
RESOLVED that the University's Commercial Paper Program is expanded from a maximum outstanding principal amount of $175,000,000 to a maximum outstanding principal amount of $300,000,000; and
RESOLVED FURTHER that the Board hereby implements the plan of finance described in the Recitals by authorizing the issuance of one of more series of bonds for the purpose of financing or refinancing any or all of the costs associated with the Projects, including without limitation, capitalized interest, financing costs and working capital related thereto consistent with the University's debt policy, and for the purpose of refunding all or a portion of the outstanding principal amount of the Commercial Paper Program and the Outstanding Bonds, and providing for the terms thereof by adopting a Bond Resolution in substantially the form attached as Appendix B; and
RESOLVED FURTHER that as described in Section 11.7 of the Bond Resolution, the Vice President and Chief Financial Officer of the University, with the Chair of the Board's Finance Committee, is authorized to approve the final terms of each series of bonds, including, without limitation, their original principal amounts, the specific Projects to be financed or refinanced, the specific refundings to be undertaken, their maturity dates and amounts, redemption provisions and prices and interest rates, provided that (i) the maximum aggregate principal amount of all bonds to be issued hereunder shall not exceed $300,000,000; (ii) the maximum true interest cost of any series bearing interest at a fixed rate shall not exceed six percent (6 percent) per annum; (iii) the final maturity of all bonds shall not exceed 40 years beyond issuance date; (iv) call protection on the bonds shall not exceed ten and one-half (10½) years; and (v) no optional redemption premium shall exceed two percent (2 percent); and
RESOLVED FURTHER that as described in Section 11.7 of the Bond Resolution, the Executive Vice President and Chief Operating Officer of the University shall be authorized to negotiate, execute and deliver certain documents related to the Bonds; and
RESOLVED FURTHER that all officers of the University are authorized and directed to take all such further actions, including without limitation the designation of underwriters, paying agents, remarketing agents, trustees, and liquidity providers for the bonds, and to execute all such instruments, agreements, documents, and certificates as they shall deem necessary or desirable to carry out the terms of the financing plans presented to this meeting, including without limitation any liquidity facilities, swap or other interest rate management agreements associated with the bonds; and
RESOLVED FURTHER, pursuant to the Section 147(f) of the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder, the University designates the Vice President and Chief Financial Officer of the University as the public hearing officer to hold any public hearings required in order to ensure the tax-exempt status of interest on the bonds; and
RESOLVED FURTHER, in recognition of the importance of balancing the University's risk and return on its debt financings, the University's variable-rate debt will not comprise more than 50 percent of the total external debt portfolio of the University; and
RESOLVED FURTHER that all acts of all officers of the University which are in conformity with the purposes and intent of this Resolution and in carrying out the financing plans presented to this meeting are ratified, approved and affirmed; and
RESOLVED FURTHER that, upon approval, this action shall take effect immediately.
APPROVAL OF INTENT TO ISSUE TAX EXEMPT DEBT
(approved by the Finance Committee on April 11, 2008)
WHEREAS, the University intends to undertake the following capital projects utilizing tax-exempt debt as a funding source:
Carter-Harrison Research Building
South Lawn, Phase I – New Arts & Sciences Building; and
WHEREAS, the United States Department of the Treasury has promulgated final regulations in Section l.l50-2 of the Treasury Regulations governing when the allocation of bond proceeds to reimburse expenditures previously made by a borrower shall be treated as an expenditure of the bond proceeds; and
WHEREAS, the Regulations require a declaration of official intent by a borrower to provide evidence that the borrower intended to reimburse such expenditures with proceeds of its debt; and
WHEREAS, the Board of Visitors of the University of Virginia desires to make such a declaration of official intent as required by the Regulations; and
WHEREAS, the University may be required to provide short-term financing to each project prior to issuing long-term debt in order to implement an efficient and timely construction schedule; and
WHEREAS, the University has funding mechanisms to accommodate short-term financing needs, defined as a period of less than sixty months; and
WHEREAS, the authority for the University to enter into financing arrangements exceeding sixty months in maturity for each project listed is not included in this resolution; and
WHEREAS, if the University arranges short-term financing for a particular project, and if the project is not ultimately completed, or if the project utilizes funding sources other than debt, then the appropriate school or unit remains responsible for refunding the short-term obligation;
RESOLVED, pursuant to the terms of the Treasury Regulations, the Board of Visitors of the University of Virginia declares its intent to reimburse expenditures in accordance with the following:
1. The University reasonably expects to reimburse expenditures from the issuance of tax-exempt debt to be issued by the University incurred for each project;
2. This resolution is a declaration of official intent under Section 1.150-2 of the Regulations;
3. The maximum principal amount of debt expected to be issued for the purpose of reimbursing expenditures relating to each project is as follows:
Carter-Harrison Research Building = $7,400,000
(total of this and all prior requests = $48,900,000)
South Lawn, Phase I – New Arts & Sciences Building = $14,931,373
(total of this and all prior requests = $23,931,373); and
RESOLVED FURTHER, each project is a separate enterprise independent of other projects, and that the authorization for funding relates to each individual project; and
RESOLVED FURTHER, funds may be borrowed for each project on a short-term basis, but only if the following conditions are met:
1. The Board of Visitors approves the current resolution;
2. A comprehensive and detailed financial plan for the school/unit project is submitted;
3. Short-term financing shall not exceed sixty months in maturity; and
4. The school or unit remains responsible for any debt obligation incurred regardless of the status of the capital project or whether or not a debt issuance actually occurs.
APPROVAL OF TUITION, REQUIRED FEES, AND OTHER CHARGES FOR THE ACADEMIC
DIVISION FOR THE 2008-2009 ACADEMIC YEAR AND 2009 SUMMER SESSION – EXCLUSIVE
OF UNDERGRADUATE TUITION (approved by the Finance Committee on April 11, 2008)
RESOLVED that the tuition and required fees and other charges applicable to the Academic Division be approved as shown below, effective July 1, 2008.
Virginian Non-Virginian
Amount Percent Amount Percent
2007-08 of of 2008-09 2007-08 of of 2008-09
Approved Increase Increase Proposed Approved Increase Increase Proposed
REGULAR SESSION:
Graduate School - Tuition and All Required Fees, including University Activity Fee and excluding School Activity Fee which varies by school:
Full-time Students $ 11,240 $ 900 8.0% $ 12,140 $ 21,240 $ 900 4.2% $ 22,140
School of Commerce - Tuition and All Required Fees, including University Activity Fee and excluding School Activity Fee which varies by school:
M.S. in Accounting $ 24,000 $ 750 3.1% $ 24,750 $ 30,000 $ 750 2.5% $ 30,750
M.S. in Commerce, including $6,700 International Study Fee n/a n/a n/a $ 33,400 n/a n/a n/a $ 38,400
School of Medicine - Tuition and All Required Fees, including University and School Activity Fees:
7577
Full-time Students $ 31,305 $ 1,345 4.3% $ 32,650 $ 41,305 $ 1,345 3.3% $ 42,650
Darden Graduate School of Business Administration - Tuition and All Required Fees, including University and School Activity Fees:
Full-time Students $ 37,500 $ 3,000 8.0% $ 40,500 $ 42,500 $ 3,000 7.1% $ 45,500
School of Law - Tuition and All Required Fees, including University and School Activity Fees:
Full-time Students $ 33,500 $ 3,300 9.9% $ 36,800 $ 38,500 $ 3,300 8.6% $ 41,800
SPECIAL SESSION:
School of Continuing and Professional Studies Tuition Rates:
Graduate Per Hour $ 260 $ 15 5.8% $ 275 $ 400 $ 10 2.5% $ 410
K-12 Educators Per Hour $ 215 $ 7 3.3% $ 222 $ 325 $ 10 3.1% $ 335
Graduate Distance Learning Per Hour $ 285 $ 15 5.3% $ 300 $ 337 $ 20 5.9% $ 357
Graduate Televised Engineering Per Hour $ 380 $ 15 3.9% $ 395 $ 645 $ 25 3.9% $ 670
Special SCPS Students Per Hour $ 272 $ 15 5.5% $ 287 $ 1,000 $ - 0.0% $ 1,000
Special SCPS Students Per Hour - High School Students $ 218 $ 15 6.9% $ 233 $ 370 $ 16 4.3% $ 386
Music Lessons (13 1-hr lessons/semester) $ 676 $ - 0.0% $ 676 $ 676 $ - 0.0% $ 676
Northern Virginia Facilities Fee Per Hour $ 17 $ - 0.0% $ 17 $ 17 $ - 0.0% $ 17
Technology Fee (per hour) $ 4 $ 1 25.0% $ 5 $ 4 $ 1 25.0% $ 5
2009 Summer Session, 2009 January Term and Mt. Lake Biological Station:
Graduate Per Semester Hour $ 260 $ 15 5.8% $ 275 $ 660 $ - 0.0% $ 660
Thesis/Dissertation Research $ 920 $ 30 3.3% $ 950 $ 920 $ 30 3.3% $ 950
Appellate Judges Program $ 1,400 $ - 0.0% $ 1,400 $ 1,450 $ - 0.0% $ 1,450
Non-Resident Fee $ 144 $ 6 4.2% $ 150 $ 144 $ 6 4.2% $ 150
Summer Foreign Language Institute Fee $ 42 $ 3 7.1% $ 45 $ 42 $ 3 7.1% $ 45
New Student Orientation Fee $ 190 $ - 0.0% $ 190 $ 190 $ - 0.0% $ 190
(The Orientation Fee will be rolled into the total tuition and fee bill for first year and transfer students in the first year of enrollment.)
OTHER: Other contracted course and cooperative program tuition and required fee rates, including tuition for specialized graduate and professional credit courses, approved on a basis consistent with University contracting policies and procedures by the Executive Vice President and Chief Operating Officer.
All Students
Amount Percent
2007-08 of of 2008-09
Approved Increase Increase Proposed
Other Charges:
Application Fee – Undergraduate $ 60 $ - 0.0% $ 60
Application Fee – Graduate $ 60 $ - 0.0% $ 60
Application Fee – Law $ 75 $ - 0.0% $ 75
Application Fee – Darden $ 190 $ - 0.0% $ 190
Application Fee – Darden Executive MBA $ 190 $ - 0.0% $ 190
Application Fee – Medicine $ 80 $ - 0.0% $ 80
Application Fee - SCPS $ 25 $ - 0.0% $ 25
Application Fee - SCPS BIS $ 60 $ - 0.0% $ 60
7578
Application Fee - Commerce $ 55 $ 15 27.3% $ 70
Application Fee –MS Executive MIT $ 60 $ 15 25.0% $ 75
Activity Fee – All Full-time Students $ 47 $ - 0.0% $ 47
Activity Fee – Arts & Sciences $ 8 $ - 0.0% $ 8
Activity Fee – Architecture $ 60 $ - 0.0% $ 60
Activity Fee – Commerce $ 55 $ 30 54.5% $ 85
Activity Fee – Darden $ 55 $ - 0.0% $ 55
Activity Fee – Education $ 10 $ - 0.0% $ 10
Activity Fee – Engineering $ 10 $ - 0.0% $ 10
Activity Fee – Grad. Arts & Sciences $ 10 $ - 0.0% $ 10
Activity Fee – Law School $ 40 $ - 0.0% $ 40
Activity Fee – Medicine $ 51 $ - 0.0% $ 51
Activity Fee – Nursing $ 15 $ - 0.0% $ 15
Residential College Fee – Hereford $ 120 $ - 0.0% $ 120
Residential College Fee – Brown $ 120 $ - 0.0% $ 120
Residential College Fee – International $ 220 $ - 0.0% $ 220
Residential College Fee – Mosaic $ 220 $ - 0.0% $ 220
Residential College Fee – French $ 100 $ - 0.0% $ 100
Residential College Fee – Spanish $ 100 $ - 0.0% $ 100
Residential College Fee – Monroe Lane $ 100 $ - 0.0% $ 100
International Student Fee $ 100 $ - 0.0% $ 100
APPROVAL OF ALLOCATION OF REQUIRED FEES FOR 2008-2009 REGULAR SESSION OF THE ACADEMIC DIVISION (approved by the Finance Committee on April 11, 2008)
RESOLVED that the annual required fees for students enrolled in more than 3 credit hours per semester be established, effective July 1, 2008, in the amount of $2,132 for in-state students and $2,350 for out-of-state students; and
RESOLVED FURTHER that the full-time mandatory regular session fee be allocated for 2008-2009 as follows:
Virginian Non-Virginian
Amount Percent Amount Percent
2007-08 of of 2008-09 2007-08 of of 2008-09
Approved Increase Increase Proposed Approved Increase Increase Proposed
OOS Debt Service - Capital Outlay and ETF $ - $ - 0.0% $ - $ 235 $ (17) -7.2% $ 218
Classroom Renewal Fee $ 30 $ - 0.0% $ 30 $ 30 $ - 0.0% $ 30
Arts Fee $ 12 $ - 0.0% $ 12 $ 12 $ - 0.0% $ 12
Technology Fee $ 45 $ 100 222.2% $ 145 $ 45 $ 100 222.2% $ 145
7579
E&G Facilities Construction and Renovation $ 106 $ 84 79.2% $ 190 $ 106 $ 84 79.2% $ 190
Subtotal Required E&G Fees $ 193 $ 184 95.3% $ 377 $ 428 $ 167 39.0% $ 595
University Transit $ 131 $ 13 9.9% $ 144 $ 131 $ 13 9.9% $ 144
Safe Ride $ 4 $ 8 200.0% $ 12 $ 4 $ 8 200.0% $ 12
Recreational Facilities $ 227 $ 7 3.1% $ 234 $ 227 $ 7 3.1% $ 234
Auxiliary Debt Service $ 85 $ 6 7.1% $ 91 $ 85 $ 6 7.1% $ 91
Athletics $ 607 $ 37 6.1% $ 644 $ 607 $ 37 6.1% $ 644
Student Health $ 370 $ 16 4.3% $ 386 $ 370 $ 16 4.3% $ 386
Newcomb Hall $ 173 $ 17 9.8% $ 190 $ 173 $ 17 9.8% $ 190
Student Programming $ 29 $ - 0.0% $ 29 $ 29 $ - 0.0% $ 29
Microsoft Licensing Fee $ - $ 18 100.0% $ 18 $ - $ 18 100.0% $ 18 WTJU $ 6 $ 1 16.7% $ 7 $ 6 $ 1 16.7% $ 7
Subtotal Required Auxiliary Fees $ 1,632 $ 123 7.5% $ 1,755 $ 1,632 $ 123 7.5% $ 1,755
TOTAL FOR ALL STUDENTS $ 1,825 $ 307 16.8% $ 2,132 $ 2,060 $ 290 14.1% $ 2,350
COMMENDATION OF THE UNIVERSITY OF VIRGINIA HOSPITAL
AUXILIARY
(approved by the Medical Center Operating Board on April 3, 2008)
RESOLVED, the Board of Visitors recognizes, commends, and congratulates the University of Virginia Hospital Auxiliary for 100 years of service and contribution to the University of Virginia Medical Center and its patients.
- - - - - - - - - - - - - - - -
The following are listed as report items and do not require action. They are listed in the Docket, and are being reported to the Board, as a matter of record and will be so entered in the Minutes of this Board meeting:
11TH STREET GARAGE
The new parking garage at 117 11th Street, SW, completed in March 2008, has been named the 11th Street Garage.
CULBRETH ROAD GARAGE
The recently completed parking garage on the north side of Carr’s Hill between Culbreth Road and the CSX railroad tracks, has been named Culbreth Road Garage.
RESOLVED that the Summary of Audit Findings for the period January 1, 2008, through February 29, 2008, as presented by the Chief Audit Executive, is approved as recommended by the Audit and Compliance Committee.
APPROVAL OF NEW POLICIES AND PROCEDURES TO NOTIFY PARENTS OF TAX-DEPENDENT STUDENTS IN INSTANCES OF PSYCHOLOGICAL EMERGENCY
WHEREAS, House Bill 1005, passed during the 2008 General Assembly Session, provides notice under certain circumstances to the parents of a dependent student receiving mental health treatment at a state college or university student health or counseling center; and
WHEREAS, the bill specifically requires a parent of a dependent student to be notified when there exists a substantial likelihood that, as a result of mental illness the student will, in the near future, (i) cause serious physical harm to himself or others as evidenced by recent behavior or any other relevant information or (ii) suffer serious harm due to his lack of capacity to protect himself from harm or to provide for his basic human needs; and
WHEREAS, the bill allows such notification to be withheld if the student’s treating physician or treating clinical psychologist has made a part of the student’s record a written statement that, in the exercise of his professional judgment, the notification would be reasonably likely to cause substantial harm to the student or another person; and
WHEREAS, the bill requires that the governing boards of each institution shall establish the policies and procedures necessary to comply with the legislation;
RESOLVED, in accordance with HB 1005 and commencing the effective date thereof on July 1, 2008, the Board of Visitors of the University of Virginia hereby affirms as University policy the aforesaid parental notification requirement which shall be implemented as follows:
1. The University’s Department of Student Health shall notify promptly the Dean of Students or his/her designee whenever the Department treats a student who meets the criteria for parental notification under this legislation; and
2. The Dean of Students or his/her designee shall be primarily responsible for contacting the parent of any such dependent student as required by state law, and documenting such notification as appropriate under the circumstances.
The foregoing general procedure is subject at all times to the authority and direction of the University’s Vice President and Chief Student Affairs Officer to approve notification by such other University office or personnel as may be necessary or appropriate under the circumstances.
IMPLEMENTATION OF POLICIES ADDRESSING THE
NEEDS OF POTENTIALLY SUICIDAL STUDENTS
WHEREAS, Virginia Code § 23-9.2:8 requires the governing boards of each public institution of higher education to develop and implement policies that advise students, faculty, and staff, including residence hall staff, of the proper procedures for identifying and addressing the needs of students exhibiting suicidal tendencies or behavior; and
WHEREAS, Virginia Code § 23-9.2:8 prohibits each institution from establishing policies that penalize or expel any student solely for attempting to commit suicide or seeking mental health treatment for suicidal thoughts or behaviors; and
WHEREAS, Virginia Code § 23-9.2:8 permits each institution to establish policies and procedures for appropriately dealing with students who are a danger to themselves, or to others, and whose behavior is disruptive to the academic community;
RESOLVED, the Board of Visitors of the University of Virginia approves the continuation of the University’s Suicide Prevention Program, established in 1996, and outlined in the Attachment, to comply with Virginia Code § 23-9.2:8; specifically:
1. The University’s Department of Student Health shall continue to educate the University community, including Residence Life staff, regarding the manifestations of depression and risk of suicide; and
2. The University’s Department of Student Health shall continue its comprehensive clinical assessment and treatment of students at risk of suicide; and
3. The University’s Department of Student Health shall continue its professional education of its own staff and mental health trainees regarding the assessment and treatment of students at high risk of suicide; and
4. The foregoing being subject at all times to the ongoing authority and responsibility of the University’s Vice President and Chief Student Affairs Officer to authorize any such improvements or revisions as may be desirable or necessary and in the best interests of the University and to report any material improvements or revisions to the Board of Visitors at its next scheduled meeting.
RESOLVED FURTHER, the Board approves and reaffirms the continuation of the University’s longstanding policy of holding all students to the same behavioral Standards of Conduct. This includes the University’s continued use of its published procedure of interim suspension, whereby the University may, as needed, immediately and temporarily suspend any student whose behavior poses a threat to himself or herself, to the health or safety of other members of the University, to University property, or to the educational process, pending a hearing on an underlying offense charged under the Standards of Conduct.
FACULTY PERSONNEL ACTIONS
ELECTIONS
RESOLVED that the following persons are elected to the faculty:
Dr. Talissa A. Altes as Associate Professor of Radiology, for one year, effective February 1, 2008, at an annual salary of $100,000.
Ms. Sarah Betzer as Assistant Professor of Art, for four academic years, effective August 25, 2008, at an academic salary of $55,000.
Dr. Jaime Escanellas as Associate Professor of Medicine, for three years, effective January 2, 2008, at an annual salary of $100,000.
[t] Mr. Aaron S. Evans as Associate Professor of Astronomy, effective August 25, 2008, at an annual salary of $100,000.
Ms. Heather M. Haughey as Assistant Professor of Research in Psychiatry and Neurobehavioral Sciences, for one year, effective January 3, 2008, at an annual salary of $81,000.
Mr. Remy Indebetouw as Assistant Professor of Astronomy, for four academic years, effective August 25, 2008, at an annual salary of $67,000.
Dr. Douglas S. Keith as Assistant Professor of Medicine, for one year, effective February 4, 2008, at an annual salary of $100,000.
Mr. Sangamesh G. Kumbar as Assistant Professor of Research of Orthopedic Surgery, for one year, effective January 25, 2008, at an annual salary of $62,300.
Ms. Laura J. Moore as Assistant Professor of Environmental Sciences, for three academic years, effective January 10, 2008, at an academic year salary of $77,500.
Mr. Daniel Murrie as Associate Professor of Medical Education in the Department of Psychiatry and Neurobehavioral Sciences, for one year, effective January 3, 2008, at an annual salary of $75,000.
Ms. Rebecca A. Pappert as Assistant Librarian, General Faculty, Alderman Library, for three years, effective January 23, 2008, at an annual salary of $56,000.
Dr. Angela C. Pineros-Fernandez as Assistant Professor of Research of Plastic Surgery, for one year, effective January 25, 2008, at an annual salary of $43,500.
Mr. Sean W. Reed as Assistant Professor of Family Medicine, for two years, effective March 3, 2008, at an annual salary of $100,000.
Mr. Chengbo Wang as Assistant Professor of Research in Radiology, for one year, effective February 1, 2008, at an annual salary of $74,000.
[t] Ms. Kathleen M. Weston as Professor of Anthropology, effective August 25, 2008, at an annual salary of $103,000.
Ms. Rina V. Williams as Assistant Professor of Middle Eastern and South Asian Languages and Cultures, and Studies in Women and Gender, for four academic years, effective August 25, 2008, at an annual salary of $55,000.
[t] Mr. James H. Wyckoff as Professor of Education, effective January 1, 2008, at an academic year salary of $125,000.
CORRECTION TO THE ELECTION OF MR. DANIEL CHAVEZ
RESOLVED that the election of Mr. Daniel Chavez as Assistant Professor of Spanish, Italian and Portuguese, for four academic years, effective August 25, 2007, at an academic year salary of $55,000, as shown in the Minutes of the meeting of the Board of Visitors dated October 5, 2007, be corrected to read as follows:
Mr. Daniel Chavez as Assistant Professor of Spanish, Italian and Portuguese and American Studies, for four academic years, effective August 25, 2007, at an academic year salary of $55,000.
ACTIONS RELATING TO CHAIRHOLDERS
RESOLVED that the actions relating to the Chairholders are approved as shown below:
(a) Election of Chairholder(s)
[t] Mr. Ian G. Macara as Harrison Distinguished Teaching Professor of Microbiology, for four years, effective September 25, 2007. Mr. Macara will continue as Professor of Microbiology in the Center for Cell Signaling, without term and Professor of Cell Biology, with term.
[t] Dr. Mark D. Miller as S. Ward Casscells Professor of Orthopaedic Surgery, effective September 25, 2007. Dr. Miller will continue as Professor of Orthopaedic Surgery, without term.
[t] Dr. Edward H. Oldfield as W. Gayle Crutchfield Professor of Neurological Surgery, effective October 1, 2007, at an annual salary of $100,000.
Mr. Hunter R. Rawlings, III as University Professor of Classics, effective January 10, 2008, at an annual salary of $165,376.
(b) Change in Title of Chairholder
[t] Dr. Carl Lynch, from Robert M. Epstein Professor of Anesthesiology to Professor of Anesthesiology, effective July 1, 2007.
(c) Special Salary Action of Chairholder(s)
[t] Mr. Simon P. Anderson, Commonwealth Professor of Economics, effective December 25, 2007, at an academic year salary of $225,000.
[t] Mr. Peter C. Brunjes, Commonwealth Professor of Psychology, effective January 25, 2008, at an annual salary of $191,500.
[t] Mr. William A. Jesser, Thomas Goodwin Digges Professor of Materials Science, effective December 25, 2007, at an academic year salary of $156,500.
[t] Mr. Stephen E. Plog, David A. Harrison, III, Professor of Historical Archaeology, effective August 25, 2008, at an academic year salary of $240,000.
[t] Ms. Patricia H. Werhane, Ruffin Professor of Business Ethics, effective December 25, 2007, at an academic year salary of $184,400.
(d) Resignation of Chairholders
[t] Dr. Klaus F. Ley as Harrison Medical Teaching Professor of Biomedical Engineering and Professor of Biomedical Engineering, effective October 31, 2007, to accept another position.
[t] Mr. Dell Upton as Eleanor Shea Professor of Art History, effective May 24, 2007, to accept another position.
(e) Retirements of Chairholders
[t] Mr. Robert H. Pate, Jr., as William Clay Parrish, Jr. Professor of Education, effective June 24, 2008. Mr. Pate has been a member of the faculty since September 1, 1968.
[t] Dr. Michael F. Rein, as William S. Jordan, Jr. Professor of Epidemiology in Internal Medicine, effective June 30, 2008. Dr. Rein has been a member of the faculty since July 1, 1975.
[t] Dr. Robert E. Reynolds, as William Hobson Professor of Information Sciences and Professor of Public Health Sciences, effective July 31, 2008. Dr. Reynolds has been a member of the faculty since August 1, 1988.
[t] Mr. Glen O. Robinson, as David and Mary Harrison Distinguished Professor of Law, effective May 24, 2008. Mr. Robinson has been a member of the faculty since August 1, 1976.
[t] Mr. Edgar A. Starke, Jr., as University Professor and Earnest Jackson Oglesby Professor of Engineering and Applied Science, effective May 24, 2008. Mr. Starke has been a member of the faculty since January 1, 1983.
[t] Dr. James S. Tiedeman, DuPont Guerry, III, Professor of Ophthalmology, effective December 31, 2007. Dr. Tiedeman has been a member of the faculty since July 1, 1992.
[t] Mr. David B. Waters, as Ruth E. Murdaugh Professor of Family Practice in the School of Medicine and Professor of Psychiatry and Neurobehavioral Sciences, effective September 1, 2008. Mr. Waters has been a member of the faculty since October 16, 1971.
PROMOTION
RESOLVED that the following person is promoted:
[t] Mr. Martin E. Block from Associate Professor of Education to Professor of Education, effective August 25, 2007.
SPECIAL SALARY ACTIONS
RESOLVED that the following persons shall receive the salary indicated:
Ms. Dawn L. Anderson, Lecturer, General Faculty, effective January 7, 2008, at an annual salary of $58,000.
Ms. Addeane Caelleigh, Lecturer in Medical Education, effective January 25, 2008, at an annual salary of $67,400.
Mr. Joseph M. Cardella, Lecturer in Urology, effective January 2, 2008, at an annual salary of $149,500.
[t] Mr. Maurice D. Cox, Associate Professor of Architecture, effective December 25, 2007, at an annual salary of $132,435.
Ms. Janet V. Cross, Assistant Professor or Pathology, effective January 7, 2008, at an annual salary of $83,000.
Mr. Benjamin A. Doherty, Lecturer, General Faculty, effective February 25, 2008, at an annual salary of $62,700.
Ms. Angela D.A. Fellers, Lecturer, General Faculty, effective January 25, 2008, at an annual salary of $60,000.
Mr. W. Dean Harman, Professor of Chemistry, effective January 25, 2008, at an academic year salary of $117,200.
Ms. Catherine C. Hedrick, Associate Professor of Medicine and Associate Professor of Pharmacology, effective January 1, 2008, at an annual salary of $135,000.
Ms. Margaret F. Heubeck, Lecturer, General Faculty, effective February 25, 2008, at an annual salary of $64,500.
[t] Mr. Joel W. Hockensmith, Associate Professor of Biochemistry and Molecular Genetics, effective December 1, 2007, at an annual salary of $128,900.
[t] Dr. Dean H. Kedes, Associate Professor of Medicine, effective December 25, 2007, at an annual salary of $160,100.
[t] Mr. Robert S. Kemp, Professor of Commerce, effective January 25, 2008, at an annual salary of $129,000.
Mr. Warren T. Leback, Lecturer, General Faculty, effective December 25, 2007, at an annual salary of $107,000.
Dr. Zhenqi Liu, Assistant Professor of Medicine, effective January 25, 2008, at an annual salary of $130,000.
[t] Dr. Marcus L. Martin, Professor of Emergency Medicine, effective December 25, 2007, at an annual salary of $220,000.
[t] Mr. Robert F. McNergney, Professor of Education, effective December 25, 2007, at an annual salary of $116,900.
Mr. Jon K. Oliver, Lecturer, General Faculty, effective December 25, 2007, at an annual salary of $186,000.
Ms. Wendy E. Perry, Lecturer, General Faculty, effective January 25, 2008, at an annual salary of $58,800.
Mr. Paul V. Rittelmeyer, Assistant Librarian, General Faculty, Alderman Library, effective December 25, 2007, at an annual salary of $78,100.
Ms. Barbara S. Selby, Assistant Librarian, General Faculty, Alderman Library, effective December 25, 2007, at an annual salary of $77,400.
Mr. Mark H. Smith, Lecturer, General Faculty, effective February 25, 2008, at an annual salary of $125,000.
[t] Dr. Thomas W. Sturgill, Professor of Pharmacology, effective January 1, 2008, at an annual salary of $124,000.
Mr. Charles E. White, Lecturer in Medicine, effective January 10, 2008, at an annual salary of $123,966.
RESIGNATIONS
The following resignations were announced:
Ms. Andrea Bauchowitz, Assistant Professor of Psychiatry and Neurobehavioral Sciences, effective March 21, 2008, for personal reasons.
Mr. John A. Hunter, Jr., Research Associate Professor of Psychology, effective January 31, 2008, to accept another position.
Dr. Christopher J. Northup, Assistant Professor of Surgery, effective January 31, 2008, for personal reasons.
Mr. Isaac G. Onyango, Assistant Professor of Neuroscience, effective December 31, 2007, to accept another position.
Dr. Lubdha M. Shah, Assistant Professor of Radiology, effective February 29, 2008, to accept another position.
CORRECTION TO THE RESIGNATION OF MS. NANCY S. WEINFIELD
RESOLVED, that the resignation of Ms. Nancy S. Weinfield, Assistant Professor of Psychology, effective December 7, 2007, as shown in the Minutes of the meeting of the Board of Visitors dated February 9, 2008, be corrected to read as follows:
Ms. Nancy S. Weinfield, Assistant Professor of Psychology, effective January 9, 2008, to accept another position.
RETIREMENTS
The following retirements were announced:
[t] Mr. W. Lester S. Andrews, Professor of Chemistry, effective May 24, 2008. Mr. Andrews has been a member of the faculty since September 1, 1966.
[t] Mr. Albert J. Arnold, Professor of French, effective January 9, 2008. Mr. Arnold has been a member of the faculty since September 1, 1966.
Ms. Bernadette M. Black, Assistant Professor, General Faculty, effective February 24, 2008. Ms. Black has been a member of the faculty since August 25, 1999.
Mr. William K. Carter, Associate Professor of Commerce, effective May 24, 2008. Mr. Carter has been a member of the faculty since January 16, 1978.
Mr. Philander D. Chase, Associate Professor, General Faculty, effective March 24, 2008. Mr. Chase has been a member of the faculty since September 1, 1974.
Mr. Earl C. Dudley, Professor of Law, effective May 24, 2008. Mr. Dudley has been a member of the faculty since September 1, 1989.
[t] Mr. Adrian R.L. Gear, Professor of Biochemistry and Molecular Genetics, effective March 31, 2008. Mr. Gear has been a member of the faculty since September 1, 1967.
[t] Dr. Howard P. Gutgesell, Jr., Professor of Pediatrics, effective June 30, 2007. Dr. Gutgesell has been a member of the faculty since September 1, 1984.
[t] Mr. David W. LaRue, Associate Professor of Commerce, effective May 24, 2008. Mr. LaRue has been a member of the faculty since September 1, 1983.
Ms. Christine S. Patrick, Associate Professor of the Papers of George Washington, effective April 24, 2008. Ms. Patrick has been a member of the faculty since January 25, 1999.
[t] Dr. David A. Peura, Professor of Medicine, effective July 1, 2008. Mr. Peura has been a member of the faculty since July 1, 1990.
[t] Ms. Marion E. Roberts, Professor of Art, effective May 24, 2008. Ms. Roberts has been a member of the faculty since September 1, 1968.
[t] Ms. Judith K. Sands, Associate Professor of Nursing, effective May 24, 2008. Ms. Sands has been a member of the faculty since September 1, 1984.
[t] Mr. H. L. Seneviratne, Professor of Anthropology, effective August 24, 2008. Mr. Seneviratne has been a member of the faculty since September 1, 1972.
[t] Mr. Harold R. Strang, Professor of Education, effective May 31, 2008. Mr. Strang has been a member of the faculty since September 1, 1969.
[t] Mr. Joseph E. Strzepek, Associate Professor of Education, effective January 31, 2008. Mr. Strzepek has been a member of the faculty since September 1, 1970.
[t] Mr. John L. Sullivan, Associate Professor of English, effective May 24, 2008. Mr. Sullivan has been a member of the faculty since September 1, 1967.
[t] Ms. Ingrid H. Townsend, Professor of Science, Technology, and Society, effective May 24, 2008. Ms. Townsend has been a member of the faculty since September 1, 1973.
Dr. Harry A. Wellons, Jr., Professor of Surgery, effective July 18, 2005. Dr. Wellons has been a member of the faculty since July 17, 2000.
CORRECTION TO THE MINUTES REGARDING THE RETIREMENT OF MR. A.
WAYNE ORR
The Minutes of the Meeting of the Board of Visitors, dated February 9, 2008, announcing the retirement of Mr. A. Wayne Orr should read as follows:
The President announced the resignation of Mr. A. Wayne Orr, Assistant Professor of Research in Microbiology, effective November 14, 2007, to accept another position.
APPOINTMENT
The following appointment was announced:
[t] Ms. Elizabeth H. Turner as Interim Director of the University Art Museum, effective January 3, 2008, through January 24, 2009.
RE-APPOINTMENTS
The following re-appointments were announced:
Ms. Susan M. Davis, as Special Advisor to the Vice President and Chief Student Affairs Officer and Liaison to the General Counsel, effective October 1, 2007, for three years.
Mr. Jon K. Oliver as Executive Associate Athletics Director, effective November 25, 2007, for four years.
ELECTION OF PROFESSORS EMERITI
RESOLVED that the following persons are elected Professor Emeriti:
[t] Mr. W. Lester S. Andrews, Professor of Chemistry, effective May 24, 2008.
[t] Mr. Albert J. Arnold, Professor of French, effective January 9, 2008.
Mr. Earl C. Dudley, Professor of Law, effective May 24, 2008.
[t] Mr. Adrian R.L. Gear, Professor of Biochemistry and Molecular Genetics, effective March 31, 2008.
[t] Dr. Howard P. Gutgesell, Jr., Professor of Pediatrics, effective June 30, 2007.
[t] Mr. David W. LaRue, Professor of Commerce, effective May 24, 2008.
[t] Mr. David B. Morris, University Professor, effective May 24, 2007.
[t] Mr. Robert H. Pate, Jr., William Clay Parrish, Jr. Professor of Education, effective June 24, 2008.
[t] Dr. David A. Peura, Professor of Medicine, effective July 1, 2008.
[t] Dr. Michael F. Rein, William S. Jordan, Jr. Professor of Epidemiology in Internal Medicine, effective June 30, 2008.
[t] Dr. Robert E. Reynolds, William Hobson Professor of Information Sciences and Professor of Public Health Sciences, effective July 31, 2008.
[t] Mr. Glen O. Robinson, David and Mary Harrison Distinguished Professor of Law, effective May 24, 2008.
[t] Ms. Marion E. Roberts, Professor of Art, effective May 24, 2008.
[t] Mr. H. L. Seneviratne, Professor of Anthropology, effective August 24, 2008.
[t] Mr. Edgar A. Starke, Jr., University Professor and Earnest Jackson Oglesby Professor of Engineering and Applied Science, effective May 24, 2008.
[t] Mr. Harold R. Strang, Professor of Education, effective May 31, 2008.
[t] Dr. James S. Tiedeman, DuPont Guerry, III, Professor of Ophthalmology, effective December 31, 2007.
[t] Ms. Ingrid H. Townsend, Professor of Science, Technology, and Society, effective May 24, 2008.
[t] Mr. David B. Waters, as Ruth E. Murdaugh Professor of Family Practice in the School of Medicine and Professor of Psychiatry and Neurobehavioral Sciences, effective September 1, 2008.
Dr. Harry A. Wellons, Jr., Professor of Surgery, effective July 18, 2005.
ELECTION OF ASSOCIATE PROFESSOR EMERITI
RESOLVED that the following persons are elected Associate Professor Emeriti:
[t] Mr. William K. Carter, Associate Professor of Commerce, effective May 24, 2008.
[t] Ms. Judith K. Sands, Associate Professor of Nursing, effective May 24, 2008.
[t] Mr. Joseph E. Strzepek, Associate Professor of Education, effective January 31, 2008.
[t] Mr. John L. Sullivan, Associate Professor of English, effective May 24, 2008.
DEATH
The following death was announced:
Mr. George W. Holmes, III, Professor Emeritus, died December 8, 2007. Mr. Holmes was a member of the faculty from 1958 until his retirement in 1985.
RE-ELECTION OF MR. LEONARD W. SANDRIDGE, JR., AS EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER
RESOLVED, Mr. Leonard W. Sandridge, Jr., is re-elected as Executive Vice President and Chief Operating Officer, for the period April 25, 2008, through December 31, 2010.
THE UNIVERSITY OF VIRGINIA’S COLLEGE AT WISE
SPECIAL SALARY ACTION
RESOLVED that the following person shall receive the salary indicated:
Ms. Tamara S. Ely, Lecturer, General Faculty, The University of Virginia's College at Wise, effective February 1, 2008, at an annual salary of $100,000.
RESIGNATIONS
The following resignations were announced:
Mr. David B. Lane, Assistant Professor of Mathematics, The University of Virginia's College at Wise, effective January 10, 2008, for personal reasons.
Ms. Angela S. Taylor, Associate Professor of Nursing, The University of Virginia's College at Wise, effective December 31, 2007, to accept another position.
- - - - - - - - -
On motion, the meeting was adjourned at 9:25 a.m. The Board then went to the Medical Center to attend the ceremonies marking the groundbreaking for the Emily Couric Clinic.
Respectfully submitted,
AGG:jb
These minutes have been posted to the University of Virginia’s
Board of Visitors website. http://www.virginia.edu/bov/publicminutes.html
ADDENDUM TO THE OFFICIAL MINUTES OF THE MEETING OF
THE BOARD OF VISITORS OF THE UNIVERSITY OF VIRGINIA
Meeting Date: April 10-12, 2008
CERTIFICATION OF EXECUTIVE MEETING
The Board of Visitors, sitting in Open Session, unanimously adopted a resolution certifying that while meeting in Executive Session – as permitted by the relevant provisions of the Code of Virginia – only public business authorized by its motion and lawfully exempted from consideration were discussed in closed session.
Respectfully submitted,
AGG:jb
RESOLUTIONS NOT REQUIRING ACTION BY THE FULL BOARD
The following resolutions were adopted in Board Committees and do not have to be approved by the full Board; they are enumerated below as a matter of record.
BUILDINGS AND GROUNDS COMMITTEE, APRIL 11, 2008
APPROVAL OF ENGINEER SELECTION FOR SCIENCE/ENGINEERING CHILLER PLANT EXPANSION
RESOLVED, Affiliated Engineering, Inc., of Chapel Hill, N.C., is approved for the performance of engineering services for the Science/Engineering Chiller Plant Expansion at the University of Virginia.
APPROVAL OF CONCEPT AND DESIGN GUIDELINES FOR THE GARRETT HALL RENOVATION
RESOLVED, the concept and design guidelines, dated April 11, 2008, and prepared by the Architect for the University, for the Garrett Hall Renovation are approved; and
RESOLVED FURTHER, the project will be presented for further review at the schematic design level of development.
MEDICAL CENTER OPERATING BOARD, APRIL 3, 2008
CREDENTIALING AND RECREDENTIALING ACTIONS
NEW APPOINTMENTS TO THE CLINICAL STAFF
RESOLVED that the recommendations of the Clinical Staff Executive Committee for appointment to the Clinical Staff of the University of Virginia Medical Center and the granting of specific privileges to the following practitioners are approved:
Anyalebechi, Chukwudi, M.D., Physician in the Department of Medicine; Consulting Staff Status; Period of Appointment: September 21, 2007, through September 20, 2008; Privileged in Medicine.
Conley, Thomas E., M.D., Neurologist in the Department of Neurology; Consulting Staff Status; Period of Appointment: March 17, 2008, through March 16, 2009; Privileged in Neurology.
Cropley, Thomas G., M.D., Dermatologist in Chief in the Department of Dermatology; Attending Staff Status; Period of Appointment: April 1, 2008, through March 31, 2009; Privileged in Dermatology.
Hasan, Emad M., M.D., Neurosurgeon in the Department of Neurosurgery; Visiting Staff Status; Period of Appointment: January 4, 2008, through June 30, 2008; Privileged in Neurosurgery.
Indihar, Maria V., M.D., Physician in the Department of Medicine; Consulting Staff Status; Period of Appointment: December 3, 2007, through December 2, 2008; Privileged in Medicine.
Kasirajan, Vigneshwar, M.D., Surgeon in the Department of Surgery; Visiting Staff Status; Period of Appointment: January 21, 2008, through January 21, 2008; Privileged in Surgery.
Kedes, Dean H., M.D., Physician in the Department of Medicine; Attending Staff Status; Period of Appointment: December 14, 2007, through November 30, 2008; Privileged in Medicine.
Keith, Douglas S., M.D., Physician in the Department of Medicine; Attending Staff Status; Period of Appointment: February 5, 2008, through February 3, 2009; Privileged in Medicine.
Kirby, Jennifer L., M.D., Physician in the Department of Medicine; Instructor Staff Status; Period of Appointment: March 3, 2008, through April 27, 2008; Privileged in Medicine.
Kizer, Lillian D., M.D., Physician in the Department of Medicine; Instructor Staff Status; Period of Appointment: January 21, 2008, through March 30, 2008; Privileged in Medicine.
Lewis, Jason J., M.D., Physician in the Department of Medicine; Instructor Staff Status; Period of Appointment: February 4, 2008 through May 11, 2008. Privileged in Medicine.
Lee, Vanessa D., M.D., Physician in the Department of Medicine; Consulting Staff Status; Period of Appointment: March 3, 2008, through March 2, 2009; Privileged in Medicine.
Morgan, Farah H., M.D., Physician in the Department of Medicine; Instructor Staff Status; Period of Appointment: February 18, 2008, through April 13, 2008; Privileged in Medicine.
Mukherjee, Sugoto, M.B.B.S., Radiologist in the Department of Radiology; Instructor Staff Status; Period of Appointment: November 16,2007, through June 30, 2008; Privileged in Radiology.
Schroder, Gregory L., M.D., Surgeon in the Department of Surgery; Visiting Staff Status; Period of Appointment: February 16, 2008, through February 16, 2008; Privileged in Surgery.
Sefczek, Donna M., M.D., Radiologist in the Department of Radiology; Attending Staff Status; Period of Appointment: February 1, 2008, through January 31, 2009; Privileged in Radiology.
Sefczek, Robert J., M.D., Radiologist in the Department of Radiology; Attending Staff Status; Period of Appointment: February 1, 2008, through January 31, 2009; Privileged in Radiology.
Smith, Leslie F., D.O., Physician in the Department of Emergency Medicine; Instructor Staff Status; Period of Appointment: February 15, 2008 through August 14, 2008; Privileged in Emergency Medicine.
Snyder, Lisa K., M.D., Physician in the Department of Emergency Medicine; Attending Staff Status; Period of Appointment: March 10, 2008, through March 9, 2009; Privileged in Emergency Medicine.
Thirumala, Parthasarathy D., M.B.B.S., Neurologist in the Department of Neurology; Consulting Staff Status; Period of Appointment: March 17, 2008, through March 16, 2009; Privileged in Neurology.
Vengrow, Michael I., M.D., Neurologist in the Department of Neurology; Consulting Staff Status; Period of Appointment: March 17, 2008, through March 16, 2009; Privileged in Neurology.
REAPPOINTMENTS TO THE CLINICAL STAFF
RESOLVED that the recommendations of the Clinical Staff Executive Committee for reappointment to the Clinical Staff of the University of Virginia Medical Center and the granting of specific privileges to the following practitioners are approved:
Baglio, Robert J., D.P.M., Physician in the Department of Medicine; Attending Staff Status; Period of Reappointment: May 15, 2008, through May 14, 2010; Privileged in Medicine.
Blank, Randal S., M.D., Anesthesiologist in the Department of Anesthesiology; Attending Staff Status; Period of Reappointment: April 1, 2008, through March 31, 2010; Privileged in Anesthesiology.
Bonds, Denise E., M.D., Physician in the Department of Medicine; Attending Staff Status; Period of Reappointment: January 4, 2008, through January 3, 2009; Privileged in Medicine.
Caldwell, Stephen H., M.D., Physician in the Department of Medicine; Attending Staff Status; Period of Reappointment: March 1, 2008, through February 28, 2010; Privileged in Medicine.
Chen, Donna T., M.D., Psychiatrist in the Department of Psychiatry and Neurobehavioral Sciences; Attending Staff Status; Period of Reappointment: April 1, 2008, through March 30, 2010; Privileged in Psychiatry.
Clark, Pamela, M.D., Pathologist in the Department of Pathology; Attending Staff Status; Period of Reappointment: April 1, 2008, through March 31, 2010; Privileged in Pathology.
Dake, Michael D., M.D., Radiologist in Chief in the Department of Radiology; Attending Staff Status; Period of Reappointment: April 1, 2008, through March 31, 2010; Privileged in Radiology.
Elward, Kurtis, M.D., Physician in the Department of Family Medicine; Attending Staff Status; Period of Reappointment: March 1, 2008, through February 28, 2009; Privileged in Family Medicine.
Engel, Gina D., M.D., Physician in Regional Primary Care; Attending Staff Status; Period of Reappointment: March 1, 2008, through February 28, 2010; Privileged in Family Medicine.
Evans, Avery J., M.D., Radiologist in the Department of Radiology; Attending Staff Status; Period of Reappointment: March 1, 2008, through February 28, 2010; Privileged in Radiology.
Fagerli, Julian C., M.D., Urologist in the Department of Urology; Attending Staff Status; Period of Reappointment: March 8, 2008, through March 7, 2010; Privileged in Urology.
Gessner, Maxwell, W., M.D, Anesthesiologist in the Department of Anesthesiology; Attending Staff Status; Period of Reappointment: May 14, 2008, through May 13, 2009; Privileged in Anesthesiology.
Gress, Daryl R., M.D., Neurologist in the Department of Neurology; Attending Staff Status; Period of Reappointment: April 2, 2008, through April 1, 2010; Privileged in Neurology.
Heald, Evan B., M.D., Physician in the Department of Medicine; Attending Staff Status; Period of Reappointment: April 1, 2008, through March 31, 2009; Privileged in Medicine.
Jones, David G., M.D., Physician in the Department of Medicine; Consulting Staff Status; Period of Reappointment: April 30, 2008, through April 29, 2010; Privileged in Medicine.
Kannarkat, George J., M.D., Physician in the Department of Medicine; Consulting Staff Status; Period of Reappointment: April 30, 2008, through April 29, 2010; Privileged in Medicine.
Keeley, Meg G., M.D., Pediatrician in the Department of Pediatrics; Attending Staff Status; Period of Reappointment: May 1, 2008, through April 30, 2010; Privileged in Pediatrics.
Kelly, Heather C., M.D., Anesthesiologist in the Department of Anesthesiology; Attending Staff Status; Period of Reappointment: April 1, 2008, through March 31, 2009; Privileged in Anesthesiology.
Lambert, Drew L., M.D., Radiologist in the Department of Radiology; Attending Staff Status; Period of Reappointment: May 19, 2008, through May 18, 2010; Privileged in Radiology.
Laws, Edward R., M.D., Neurosurgeon in the Department of Neurosurgery; Attending Staff Status; Period of Reappointment: April 1, 2008, through March 31, 2009; Privileged in Neurosurgery.
Lee, Laura W., M.D., Physiatrist in the Department of Physical Medicine; Attending Staff Status; Period of Reappointment: May 25, 2008, through May 24, 2010; Privileged in Physical Medicine.
Mack, David A., M.D., Physician in the Department of Medicine; Attending Staff Status; Period of Reappointment: May 15, 2008, through May 14, 2010; Privileged in Medicine.
Mirza, Mohd A., M.D., Physician in the Department of Medicine; Consulting Staff Status; Period of Reappointment: April 30, 2008, through April 29, 2010; Privileged in Medicine.
Morgan, Raymond F., M.D., Plastic and Maxillofacial Surgeon in Chief in the Department of Plastic and Maxillofacial Surgery; Attending Staff Status; Period of Reappointment: April 1, 2008, through March 31, 2010; Privileged in Plastic and Maxillofacial Surgery.
Parekh, Jayashree S., M.D., Radiologist in the Department of Radiology; Attending Staff Status; Period of Reappointment: March 1, 2008, through February 28, 2010; Privileged in Radiology.
Phillips, Frank H., M.D., Anesthesiologist in the Department of Anesthesiology; Attending Staff Status; Period of Reappointment: May 2, 2008, through May 1, 2009; Privileged in Anesthesiology.
Schult, Alexander A., M.D., Physician in the Department of Medicine; Consulting Staff Status; Period of Reappointment: May 8, 2008, through May 7, 2010; Privileged in Medicine.
Schustek, Samuel H., D.P.M., Physician in the Department of Medicine; Attending Staff Status; Period of Reappointment: May 15, 2008, through May 14, 2010; Privileged in Medicine.
Scott, Evelyn S., M.D., Physician in the Department of Medicine; Attending Staff Status; Period of Reappointment: May 3, 2008, through May 2, 2010; Privileged in Medicine.
West, Heather F., M.D., Physician in the Department of Medicine; Attending Staff Status; Period of Reappointment: May 15, 2008, through May 14, 2010; Privileged in Medicine.
Westfield, Wendy K., M.D., Physician in Regional Primary Care; Attending Staff Status; Period of Reappointment: May 12, 2008, through May 11, 2010; Privileged in Medicine.
Wheby, Munsey S., M.D., Physician in the Department of Medicine; Attending Staff Status; Period of Reappointment: April 1, 2008, through March 31, 2009; Privileged in Medicine.
Wrentmore, Amy L., M.D., Pediatrician in the Department of Pediatrics; Attending Staff Status; Period of Reappointment: May 8, 2008, through May 7, 2010; Privileged in Pediatrics.
STATUS CHANGES TO CLINICAL STAFF
RESOLVED that the recommendations of the Clinical Staff Executive Committee for the status changes in clinical privileges to the following practitioners are approved:
Conway, Brian P., M.D., Ophthalmologist in the Department of Ophthalmology; Attending Staff Status; Date of Title Changed from April 1, 2008 to June 30, 2009; Privileged in Ophthalmology.
Davis, Walter S., M.D., Physiatrist in the Department of Physical Medicine; Attending Staff Status; Date of Reappointment Changed from November 25, 2007 to November 24, 2008; Privileged in Physical Medicine.
Greer, Kenneth E., M.D., Dermatologist in the Department of Dermatology; Attending Staff Status; Date of Title Changed from April 1, 2008 to June 30, 2009; Privileged in Dermatology.
McKenzie, John D., M.D., Radiologist in the Department of Radiology; Visiting Staff Status; Date of Reappointment Changed from September 21, 2007 to September 20, 2008; Privileged in Radiology.
Olsakovsky, Leslie A., M.D., Acting Ophthalmologist in Chief in the Department of Ophthalmology; Attending Staff Status; Date of Title Changed from April 1, 2008 to June 30, 2009; Privileged in Ophthalmology.
Powers, Robert D., M.D., Physician in the Department of Emergency Medicine; Attending Staff Status; Date of Reappointment Changed from October 2, 2007 to September 3, 2008; Privileged in Emergency Medicine.
Scott, Evelyn S., M.D., Physician in the Department of Medicine; Attending Staff Status; Date of Reappointment changed from May 3, 2008 to July 31, 2009; Privileged in Medicine.
Warren, Cirle A., M.D., Physician in the Department of Medicine; Attending Staff Status; Date of Reappointment changed from August 1, 2007 to November 24, 2008; Privileged in Medicine.
RESIGNATIONS FROM THE CLINICAL STAFF
RESOLVED that the recommendations of the Clinical Staff Executive Committee for the resignation and expiration of clinical privileges to the following practitioners are approved:
Bauchowitz, Andrea U., Ph.D., Psychologist in the Department of Psychiatry and Neurobehavioral Medicine; Attending Staff Status; Effective date of Resignation: March 21, 2008.
Beasley Oskouian, Christen, M.D., Pediatrician in the Department of Pediatrics; Attending Staff Status; Effective date of Resignation: March 15, 2008.
Canady, Robert G., M.D., Physician in the Department of Medicine; Attending Staff Status; Effective date of Resignation: December 31, 2007.
Hurwitz, Shepard R., M.D., Orthopaedic Surgeon in the Department of Orthopaedic Surgery; Attending Staff Status; Effective date of Resignation: August 31, 2007.
Kelly, Thaddeus E., M.D., Pediatrician in the Department of Pediatrics; Attending Staff Status; Effective date of Resignation: December 31, 2007.
Koenig, Steven M., M.D., Physician in the Department of Medicine; Attending Staff Status; Effective date of Resignation: February 29, 2008.
Mirmira, Raghavendra G., M.D., Physician in the Department of Medicine; Attending Staff Status; Effective date of Resignation: April 1, 2008.
Northup, Christopher Joe, M.D., Surgeon in the Department of Surgery; Attending Staff Status; Effective date of Resignation: January 31, 2008.
Riddervold, Hans O., M.D., Radiologist in the Department of Radiology; Attending Staff Status; Effective date of Resignation: February 29, 2008.
Shah, Lubdha M., M.D., Radiologist in the Department of Radiology; Attending Staff Status; Effective date of Resignation: March 1, 2008.
Tiedeman, James S., M.D., Ophthalmologist in the Department of Ophthalmology; Attending Staff Status; Effective date of Resignation: December 31, 2007.
Van Dyke, James L., M.D., Anesthesiologist in the Department of Anesthesiology; Attending Staff Status; Effective Date of Resignation: January 31, 2008.
Wellons, Harry A., M.D., Surgeon in the Department of Surgery; Attending Staff Status; Effective Date of Resignation: January 31, 2008.
White, H. George, M.D., Orthopaedic Surgeon in the Department of Orthopaedic Surgery; Attending Staff Status; Effective Date of Resignation: August 31, 2007.
PRIVILEGES FOR NEW ALLIED HEALTH PROFESSIONALS
RESOLVED that the recommendations of the Clinical Staff Executive Committee for the granting of privileges to the following Allied Health Professionals are approved:
Baker, Deborah A., R.N., N.P., Acute Care Nurse Practitioner in Neurosurgery; Period of Privileging: November 6, 2007, through August 26, 2008; Privileged as an Acute Care Nurse Practitioner.
Belcher, Jane I., R.N., N.P., Certified Nurse Anesthetist in the Operating Room; Period of Privileging: November 15, 2007 through November 14, 2008; Privileged as a Certified Nurse Anesthetist.
Fitzhugh, Cawood B., R.N., N.P., Family Nurse Practitioner in the Cancer Center; Period of Privileging: January 24, 2008 through January 23, 2009; Privileged as a Family Nurse Practitioner.
Hackett, Jeffrey, R.N., N.P., Certified Nurse Anesthetist in the Operating Room; Period of Privileging: February 26, 2008, through February 25, 2009; Privileged as a Certified Nurse Anesthetist.
Mercer, David M., R.N., N.P., Acute Care Nurse Practitioner in the Wound, Ostomy Center; Period of Privileging: December 19, 2007, through December 18, 2008; Privileged as an Acute Care Nurse Practitioner.
Reed, Laura B., R.N., N.P., Adult Nurse Practitioner in the Transplant Center. Period of Privileging: December 20, 2007 through December 19, 2008. Privileged as an Adult Nurse Practitioner.
Riley, Dorothy T., R.N., N.P., Certified Nurse Anesthetist in the Operating Room. Period of Privileging: November 5, 2007 through November 4, 2008. Privileged as a Certified Nurse Anesthetist.
Schneider, Jennifer, R.N., N.P., Certified Nurse Anesthetist in the Operating Room. Period of Privileging: November 5, 2007 through November 4, 2008. Privileged as a Certified Nurse Anesthetist.
Teeple-Pauly, Carolyn J., R.N., N.P., Acute Care Nurse Practitioner in the Cancer Center. Period of Privileging: October 25, 2007 though October 24, 2008. Priviledged as an Acute Care Nurse Practitioner.
Thompson-Heisterm, Anita, R.N., N.P., Psychiatric and Mental Health Nurse Practitioner in the Department of Neurology. Period of Privileging: January 11, 2008 through January 10, 2009. Privileged as a Psychiatric and Mental Health Nurse Practitioner.
Touchette, Leigh A., R.N., N.P., Pediatric Nurse Practitioner in the Department of Pediatrics. Period of Privileging: January 17, 2008 through January 16, 2009. Privileged as a Pediatric Nurse Practitioner.
Tribble, Sidenia S., R.N., N.P., Acute Care Nurse Practitioner in the MSICU. Period of Privileging: March 3, 2008 through March 2, 2009. Privileged as an Acute Care Nurse Practitioner.
RENEWAL OF PRIVILEGES FOR ALLIED HEALTH PROFESSIONALS
RESOLVED that the recommendations of the Clinical Staff Executive Committee for the renewal of privileges to the following Allied Health Professionals are approved:
Ailawadi, Aarti, P.A., Physician’s Assistant in the Cancer Center; Period of Privileging: March 29, 2008, through March 28, 2009; Privileged as a Physician’s Assistant.
Ballew, Carole C., R.N., N.P., Acute Care Nurse Practitioner in the Cardiology Clinic; Period of Privileging: April 4, 2008, through April 3, 2010; Privileged as an Acute Care Nurse Practitioner.
Barclay, Meg, R.N., N.P., Acute Care Nurse Practitioner on 5 Central/5 West; Period of Privileging: March 19, 2008, through March 18, 2010; Privileged as an Acute Care Nurse Practitioner.
Buchanan, Leslie., R.N., N.P., Emergency Nurse Practitioner in the Department of Emergency Medicine; Period of Privileging: January 1, 2008, through December 31, 2009; Privileged as a Emergency Nurse Practitioner.
Chamberlain, Rebecca S., R.N., N.P., Pediatric Nurse Practitioner in TCV Surgery; Period of Privileging: March 19, 2008, through March 18, 2009; Privileged as a Pediatric Nurse Practitioner.
Cochran, Patricia M., R.N., N.P., Certified Nurse Anesthetist in the Operating Room; Period of Privileging: March 1, 2008, through February 28, 2010; Privileged as an Certified Nurse Anesthetist.
Cuccia, Gary, R.N., N.P., Certified Nurse Anesthetist in the Operating Room; Period of Privileging: March 1, 2008, through February 28, 2010; Privileged as an Certified Nurse Anesthetist.
Delgado, Sarah A., R.N., N.P., Acute Care Nurse Practitioner in Infectious Disease Clinic; Period of Privileging: March 8, 2008, through March 7, 2010; Privileged as an Acute Care Nurse Practitioner.
Dougherty, Patricia L., R.N., N.P., Certified Nurse Midwife in the Midlife Center-Northridge; Period of Privileging: March 1, 2008, through February 28, 2009; Privileged as a Certified Nurse Midwife.
Ekberg-Shelley, Jan E., R.N., N.P., Certified Nurse Anesthetist in the Operating Room; Period of Privileging: March 1, 2008, through February 28, 2010; Privileged as a Certified Nurse Anesthetist.
Exline, Charlene G., R.N., N.P., Family Nurse Practitioner in Anticoagulation Clinic, Northridge; Period of Privileging: May 19, 2008, through May 18, 2010; Privileged as a Family Nurse Practitioner.
Fisher, Charles A., R.N., N.P., Acute Care Nurse Practitioner in TCV-PO; Period of Privileging: April 24, 2008, through April 23, 2010; Privileged as an Acute Care Nurse Practitioner.
Forch, Edwina T., R.N., N.P., Geriatric Nurse Practitioner in Senior Services; Period of Privileging: May 1, 2008, through April 30, 2010; Privileged as a Geriatric Nurse Practitioner.
Funkhouser, Calvin A., P.A., Physician’s Assistant in Page Dialysis; Period of Privileging: March 11, 2008, through March 10, 2010; Privileged as a Physician’s Assistant.
Hawkes, Anna P., R.N., N.P., Family Nurse Practitioner on 8 West; Period of Privileging: March 8, 2008, through March 7, 2010; Privileged as a Family Nurse Practitioner.
Jaeger-Landis, Beth A., R.N., N.P., Acute Care Nurse Practitioner in the UMA Clinic; Period of Privileging: May 19, 2008, through May 18, 2010; Privileged as an Acute Nurse Practitioner.
Korol, Barbara, R.N., N.P., Certified Nurse Anesthetist in the Operating Room; Period of Privileging: March 1, 2008, through February 28, 2010; Privileged as a Certified Nurse Anesthetist.
Martin, Florita, P.A., Physician’s Assistant in TCV Surgery; Period of Privileging: May 29, 2008, through May 28, 2009; Privileged as a Physician’s Assistant.
Miller, Kathy F., R.N., N.P., Certified Nurse Anesthetist in the Operating Room; Period of Privileging: March 1, 2008 through February 28, 2010; Privileged as a Certified Nurse Anesthetist.
Noland, Lynn R, R.N., N.P., Family/Pediatric Nurse Practitioner in the Department of Nephrology; Period of Privileging: May 19, 2008, through May 18, 2010; Privileged as a Family/Pediatric Nurse Practitioner.
Robinson, Linda W., R.N., N.P., Certified Nurse Anesthetist in the Operating Room; Period of Privileging: March 1, 2008, through February 28, 2010; Privileged as a Certified Nurse Anesthetist.
Schuyler, Deborah, R.N., N.P., Certified Nurse Anesthetist in the Operating Room; Period of Privileging: March 1, 2008, through February 28, 2010; Privileged as an Certified Nurse Anesthetist.
Sullivan, Teresa L., R.N., N.P., Family Nurse Practitioner in the Department of Neurosurgery; Period of Privileging: January 31, 2008, through January 30, 2010. Privileged as a Family Nurse Practitioner.
Syverud, Geraldine A., R.N., N.P., Certified Nurse Anesthetist in the Operating Room; Period of Privileging:
March 1, 2008, through February 28, 2010; Privileged as Certified Nurse Anesthetist.
Thompson, Cynthia A., R.N., N.P., Certified Nurse Anesthetist in the Operating Room; Period of Privileging: March 1, 2008, through February 28, 2010; Privileged as a Certified Nurse Anesthetist.
Walton, Allison P., R.N., N.P., Family Nurse Practitioner in the Department of Neurosurgery; Period of Privileging: March 8, 2008, through March 7, 2010; Privileged as an Family Nurse Practitioner.
Yuan, Arlene F., R.N., N.P., Family Nurse Practitioner in the Human Immune Therapy Center; Period of Privileging: April 15, 2008, through April 15, 2010; Privileged as a Family Nurse Practitioner.
STATUS CHANGES FOR ALLIED HEALTH PROFESSIONALS
RESOLVED that the recommendations of the Clinical Staff Executive Committee for the status change in privileges to the following Allied Health Professional are approved:
Brady, Carolyn A., R.N., N.P., Acute Care Nurse Practitioner in the Heart Center/Cardiology Clinic; Date of Privileges Changed from November 7, 2007, to June 2, 2009; Privileged as an Acute Care Nurse Practitioner.
Green, Colleen, P.A., Physician’s Assistant in Gastroenterology; Date of Privileges Changed from August 1, 2007, to July 31, 2009; Privileged as a Physician’s Assistant.
MacCleery, Gavin J., P.A., Physician’s Assistant in Orthopaedic Surgery; Date of Privileges Changed from October 30, 2007, to October 29, 2009; Privileged as a Physician’s Assistant.
Walton, Allison P., R.N., N.P., Family Nurse Practitioner in Neurosurgery; Date of Privileges Changed from March 14, 2008 to March 13, 2010; Privileged as a Family Nurse Practitioner.
RESIGNATIONS OF ALLIED HEALTH PROFESSIONALS
RESOLVED that the recommendations of the Clinical Staff Executive Committee for the resignation and expiration of privileges to the following Allied Health Professionals are approved:
Ailawadi, Aarti, P.A., Physician’s Assistant in the Cancer Center; Effective Date of Resignation: March 14, 2008.
Bertrand, Paul, R.N., N.P., Certified Nurse Anesthetist in Operating Room; Effective Date of Resignation: July 31, 2007.
Bowyer, Anne B., R.N., N.P., Family Nurse Practitioner in the Cancer Center; Effective Date of Resignation: January 8, 2008.
Castiglione, Haley F., R.N., N.P., Acute Care Nurse Practitioner in the Cancer Center Clinic; Effective Date of Resignation: January 18, 2008.
DeStefano, Melissa A., P.A., Physician’s Assistant in Department of Neurology; Effective Date of Resignation: December 18, 2007.
Lee, Virginia K., R.N., N.P., Adult Nurse Practitioner in Senior Service; Effective Date of Resignation: December 12/31/2006.
Schaeffer, Kimberly M., AuD., Audiologist in the Department of Otolaryngology/Audiology; Effective Date of Resignation: March 26, 2008.
Taylor, Rose C., R.N., N.P., Adult Nurse Practitioner in Emergency Medicine; Effective Date of Resignation: December 1, 2007.
Willson, Diane D., R.N., N.P., Family Nurse Practitioner in Pediatric Hematology; Effective Date of Resignation: November 29, 2007.
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CRITERIA FOR BUCHANAN FUNDING
RESOLVED, the Medical Center Operating Board approves the use of up to 25% of Buchanan funding for Clinical Trials Research that is part of a differentiating clinical program.
CAPITAL IMPROVEMENT PROJECTS
CONSIDERED FOR FINANCING
CAPITAL IMPROVEMENT PROJECTS
CONSIDERED FOR FINANCING
Acquisition of 214 Sprigg Lane (Weedon House)
Acquisition of 2400 Old Ivy Road
Alderman Road Residence Area: Observatory Hill
Arts Grounds Parking Garage
Carter-Harrison Research Building (MR-6)
Health System Parking Garage – North
Hospital Expansion
Main Heating Plant Environmental Compliance
Printing and Copying Services Building Addition
Rouss Hall Complex
Scott Stadium Waterproofing
South Lawn - Phase I - New A&S Building
Student System Project
Wise - New Dining Facility
Wise Housing Division - Residence Hall III
OUTSTANDING BONDS CONSIDERED FOR REFUNDING
The Rector and Visitors of the University of Virginia General Revenue Pledge Bonds, Series 1995, Series 1998A, Series 1998B, Series 1999A, Series 2003, and Series 2005.
BOND RESOLUTION
THE RECTOR AND VISITORS OF THE
UNIVERSITY OF VIRGINIA
_____________________________________
BOND RESOLUTION
_____________________________________
AUTHORIZING AND SECURING
$_______________
GENERAL REVENUE PLEDGE BONDS
SERIES 2008
ADOPTED APRIL __, 2008
BOND RESOLUTION
ADOPTED ON APRIL __, 2008
THE RECTOR AND VISITORS OF THE
UNIVERSITY OF VIRGINIA
GENERAL REVENUE PLEDGE BONDS
SERIES 2008
____________________
TABLE OF CONTENTS
____________________
Page
Section 1.1 Definitions 2
Section 1.2 Rules of Construction/Use of Words and Phrases 5
ARTICLE II
AUTHORIZATION,
FORM, EXECUTION, DELIVERY,
REGISTRATION AND PAYMENT OF THE
SERIES 2008 BONDS
Section 2.1 Authorization of the Series 2008 Bonds 6
Section 2.2 Details of the Series 2008 Bonds 6
Section 2.3 Form of the Series 2008 Bonds 7
Section 2.4 Execution of the Series 2008 Bonds 7
Section 2.5 Transfer of the Series 2008 Bonds 7
Section 2.6 Exchange of the Series 2008 Bonds 8
Section 2.7 Bond Register; Notices; Persons Treated as Owners 8
Section 2.8 Temporary Series 2008 Bonds 8
Section 2.9 Series 2008 Bonds Mutilated, Lost, Destroyed or Stolen 9
Section 2.10 Terms and Conditions for Issuance and Delivery of the Series 2008 Bonds 9
Section 2.11 Book Entry Provisions 10
ARTICLE III
REDEMPTION OF
THE SERIES 2008 BONDS
Section 3.1 Redemption of the Series 2008 Bonds 12
Section 3.2 Notice of Redemption 13
Section 3.3 Effect of Calling for Redemption 13
Section 3.4 The Series 2008 Bonds Redeemed Not Deemed Outstanding 14
ARTICLE IV
CUSTODY AND
APPLICATION OF
PROCEEDS OF THE SERIES 2008 BONDS
Section 4.1 Custody and Application of Proceeds of the Series 2008 Bonds 14
Section 4.2 Construction Fund 14
Section 4.3 Items of Cost of the Project 14
Section 4.4 Payments from Construction Fund 15
Section 4.5 Disposition of Balance in Construction Fund 16
ARTICLE V
REVENUES AND FUNDS
Section 5.1 Debt Service Fund 16
Section 5.2 Payments to Bondholders 16
Section 5.3 Pledge of Funds and Accounts 16
Section 5.4 Moneys Held in Trust 16
Section 5.5 Cancellation of the Series 2008 Bonds Upon Payment 17
Section 5.6 No Risk to Paying Agent Funds 17
ARTICLE VI
PARTICULAR
COVENANTS
Section 6.1 Payment of Principal and Interest; Pledge of Pledged Revenues 17
Section 6.2 Reserved 17
Section 6.3 Additional Indebtedness and Encumbrances 18
Section 6.4 Disposition of Assets 19
Section 6.5 Insurance 20
Section 6.6 Rights of Bondholders Not to Be Impaired 20
Section 6.7 Further Instruments and Actions 20
Section 6.8 Accurate Records and Accounts 20
Section 6.9 Recognized Accounting Principles 20
Section 6.10 Tax Covenants 20
ARTICLE VII
EVENTS OF
DEFAULT AND REMEDIES
Section 7.1 Events of Default 21
Section 7.2 Remedies 22
Section 7.3 Pro Rata Application of Funds 23
Section 7.4 Effect of Discontinuance of Proceedings 24
Section 7.5 Proceedings for Equal Benefit of All Bondholders 24
Section 7.6 No Remedy Exclusive 24
Section 7.7 No Delay or Omission Construed to Be a Waiver 25
ARTICLE VIII
EXECUTION OF
INSTRUMENTS BY BONDHOLDERS
AND PROOF OF OWNERSHIP OF THE SERIES
2008 BONDS
Section 8.1 Execution of Instruments; Proof of Ownership 25
ARTICLE IX
SUPPLEMENTAL
RESOLUTIONS
Section 9.1 Supplemental Resolutions 25
Section 9.2 Modification of Resolution with Consent of Holders 26
Section 9.3 Supplemental Resolutions Part of this Resolution 27
ARTICLE X
DEFEASANCE
Section 10.1 Defeasance 28
Section 10.2 Liability of University Not Discharged 29
Section 10.3 Provision for Payment of Particular Bonds 29
ARTICLE XI
MISCELLANEOUS
PROVISIONS
Section 11.1 Effect of Covenants 30
Section 11.2 Successor Paying Agents or Registrars 30
Section 11.3 Manner of Giving Notice 30
Section 11.4 Alternative Notice 31
Section 11.5 Effect of Partial Invalidity 31
Section 11.6 Governing Law 31
Section 11.7 Completion of and Amendments to Bond Resolution; Approval, Execution and Delivery of Necessary and Appropriate Documents 31
Section 11.8 Bond Delivery 32
Section 11.9 Repeal of Inconsistent Provisions 32
Section 11.10 Paying Agent Reliance 32
Exhibit A - Form of the Series 2008 Bonds
Exhibit B - Requisition Voucher
A RESOLUTION AUTHORIZING THE ISSUANCE OF THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA GENERAL REVENUE PLEDGE BONDS, SERIES 2008; PLEDGING TO THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH BONDS CERTAIN REVENUES OF THE UNIVERSITY AS PROVIDED HEREIN; AND SETTING FORTH THE RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH BONDS.
RECITALS
By Chapter 9, Title 23 of the Code of Virginia of 1950, as amended, there is created a corporation under the name and style of The Rector and Visitors of the University of Virginia (the "University"); which is governed by a Board of Visitors (the "Board" or the "Board of Visitors"), which is vested with the supervision, management and control of the University.
Pursuant to Title 23 of the Code of Virginia of 1950, as amended, the University is classified as an educational institution of the Commonwealth;
By Chapter 4.10, Title 23 of the Code of Virginia of 1950, as amended (the "Act"), the University entered into a management agreement with the Commonwealth of Virginia which was enacted as Chapter 3 of Chapter 933 of the 2006 Virginia Acts of Assembly, pursuant to which the University is classified as a public institution of higher education and the University is empowered with the authority to undertake and implement the acquisition of any interest in land, including improvements on the acquired land at the time of acquisition, new construction, improvements or renovations and to borrow money and make, issue and sell bonds of the University for such purposes, including the refinancing of any such facilities.
Pursuant to a resolution adopted on April __, 2008 (the "Authorizing Resolution"), the Board determined to finance and/or refinance capital improvements to the University's educational facilities located in the City of Charlottesville, Albemarle County and Wise County, Virginia, including certain capital improvements identified therein and including the refunding of all or a portion of the outstanding principal amount of the University's Commercial Paper General Revenue Pledge Notes, Series A (Tax-Exempt) and Series B (Taxable) (the "Refunded Commercial Paper") issued to finance a portion of such capital improvements, and to refund $___________ of the University's general revenue pledge bonds issued in ____________________ (the "Refunded Bonds" and together with the Refunded Commercial Paper, the "Refunded Indebtedness") (collectively, the "Project"), and delegated to certain officers of the University pursuant to the Board’s debt and interest rate risk management policies the power to approve the final terms of such financing, within certain stated parameters.
For the purpose of financing capital improvements and other projects for the University, the University previously issued the Refunded Commercial Paper in programs dated June 15, 2006 and March 19, 2008, pursuant to various resolutions adopted by the Board, including an Amended and Restated Resolution adopted February 9, 2007.
For the purposes of financing or refinancing capital improvements and other projects for the University, the University previously issued the Refunded Bonds pursuant to resolutions adopted by the Board and its Executive Committee on __________.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD:
DEFINITIONS
Definitions. In addition to words and terms elsewhere defined in this Resolution, the following words and terms as used in this Resolution shall have the following meanings, unless some other meaning is plainly intended:
"Act" means Chapter 4.10, Title 23 of the Code of Virginia of 1950, as amended.
"Authorized Officer" means (i) in the case of the University, the Executive Vice President and Chief Operating Officer, the Vice President and Chief Financial Officer or the President of the University and, when used with reference to any act or document also means any other person authorized by appropriate action of the Board to perform such act or execute such document on behalf of the University; and (ii) in the case of the Paying Agent or the Custodian (if not the State Treasurer), the President, any Vice-President, any Assistant Vice-President, any Corporate Trust Officer or any Assistant Corporate Trust Officer of the Paying Agent or the Custodian, and when used with reference to any act or document also means any other person authorized to perform such act or execute such document by or pursuant to a resolution of the governing body of the Paying Agent or the Custodian.
"Authorizing Resolution" means the resolution of the Board adopted April __, 2008, authorizing general revenue pledge bonds in an amount not to exceed $300,000,000, approving certain capital improvements to be financed or refinanced with such bonds, identifying certain outstanding indebtedness of the University to be refunded and establishing certain other parameters related to such bonds.
"Board" means the Board of Visitors of the University or, if such Board is abolished, the board or body succeeding to the principal functions thereof.
"Bond Counsel" means any firm of attorneys selected by the University and experienced in the issuance of municipal bonds and matters relating to the exclusion of the interest thereon from gross income for federal income tax purposes, which may be an attorney or firm regularly providing services to the University, the Paying Agent, the Underwriters or any Bondholder.
"Bond Purchase Agreement" means the Bond Purchase Agreement, dated as of the date of its execution and delivery, between the University and the Underwriters.
"Bondholder" or "Holder" means the registered owner of any Bond.
"Bond Resolution" means this resolution adopted by the Board on April __, 2008 related to the issuance of the 2008 Bonds, as completed and amended pursuant to Section 11.7 hereof.
"Chief Financial Officer" means the University's Vice President and Chief Financial Officer or such other officer of the University having similar duties as may be selected by the Board.
"Chief Operating Officer" means the University's Executive Vice President and Chief Operating Officer or such other officer of the University having similar duties as may be selected by the Board.
"Code" means the Internal Revenue Code of 1986, as amended. Each citation to a Code section shall include the applicable temporary and permanent regulations (and including only such proposed regulations which have proposed effective dates prior to the date the applicable opinion or determination is to be made), revenue rulings and revenue procedures.
"Commonwealth" means the Commonwealth of Virginia.
"Construction Fund" means The Rector and Visitors of the University of Virginia General Revenue Pledge Bonds, Series 2008, Construction Fund, a special fund created and designated by Section 4.2.
"Credit Obligation" of the University means any indebtedness incurred or assumed by the University for borrowed money and any other financing obligation of the University that, in accordance with generally accepted accounting principles consistently applied, is shown on the liability side of a balance sheet; provided, however, that Credit Obligation shall not include any portion of any capitalized lease payment directly appropriated from general funds of the Commonwealth or reasonably expected to be so appropriated as certified by the Chief Operating Officer, but only to the extent such appropriation is restricted by the Commonwealth to the payment of such capitalized lease obligation.
"Custodian" means the State Treasurer or such other bank or financial institution designated by the University to hold funds under this Resolution.
"Debt Service Fund" means The Rector and Visitors of the University of Virginia General Revenue Pledge Bonds, Series 2008, Debt Service Fund, a special fund created and designated by Section 5.1.
"Favorable Opinion of Bond Counsel" means, with respect to any action the occurrence of which requires such an opinion, an unqualified opinion of counsel, which shall be a Bond Counsel, unless specified otherwise herein, to the effect that such action is permitted under the Act and the Resolution and will not have an adverse effect on the exclusion of interest on the Series 2008 Bonds from gross income for purposes of federal income taxation or the exemption of interest on the Series 2008 Bonds from income taxation under the laws of the Commonwealth (subject to the inclusion of any exceptions contained in the opinion delivered upon original issuance of the Series 2008 Bonds).
"Fiscal Year" means the period commencing on the first day of July in any year and ending on the last day of June of the following year.
"Fitch" means Fitch Ratings, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Fitch" shall be deemed to refer to any other nationally recognized securities rating agency selected by the University.
"Government Obligations" means:
Certificates or interest-bearing notes or obligations of the United States, or those for which the full faith and credit of the United States are pledged for the payment of principal and interest, and
Investments in any of the following obligations provided such obligations are backed by the full faith and credit of the United States (a) debentures of the Federal Housing Administration, (b) certificates of beneficial interest of the Farmers Home Administration or (c) project notes and local authority bonds of the Department of Housing and Urban Development.
"Interest Payment Dates" means the dates interest is due on the Series 2008 Bonds as described in Section 2.2.
"Moody's" means Moody's Investors Service, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency selected by the University.
"Parity Credit Obligation" means any Credit Obligation of the University which may be incurred in accordance with the terms of this Resolution or has been incurred that is secured on a parity with the pledge of Pledged Revenues herein.
"Paying Agent" means initially The Bank of New York, a state banking association organized under the laws of the State of New York, and its successors and any other corporation that may at any time be substituted in its place in accordance with Section 11.2 of this Resolution.
"Pledged Revenues" means any or all of the revenues now or hereafter available to the University which are not required by law, by binding contract entered into prior to the date of this Resolution or by the provisions of any Qualifying Senior Obligation to be devoted to some other purpose, and shall include, without limitation, all revenues pledged to the payment of any Qualifying Senior Obligation net of amounts necessary to pay it or any operating or other expenses, the payment of which is required or permitted to be made with such revenues prior to the payment of such Qualifying Senior Obligation.
"Project" means collectively the capital improvements to the University's educational facilities to be financed and/or refinanced with proceeds of the Series 2008 Bonds, as more fully described in the Recitals to this Resolution.
"Qualifying Senior Obligation" means any existing Credit Obligation secured by a pledge of any portion of the University's revenues, and any additional Credit Obligation issued pursuant to Section 6.3(b) or 6.3(c) or to refund any Qualifying Senior Obligation as described in Section 6.3(e).
"Rating Agency" means Moody's, S&P and/or Fitch, if any or all of such rating agencies have provided a rating for the Series 2008 Bonds. If any such corporation ceases to act as a securities rating agency, the University may appoint any nationally recognized securities rating agency as a replacement.
"Record Date" means the 15th day of the month preceding the applicable Interest Payment Date.
"Registrar" means initially The Bank of New York, a state association organized under the laws of the State of New York, and any successor Registrar appointed pursuant to Section 11.2.
"Securities Depository" means The Depository Trust Company, a limited purpose trust corporation organized and existing under the laws of the State of New York, and any other securities depository for the Bonds appointed pursuant to Section 2.11.
"Series 2008 Bonds" or "Bonds" means the general revenue pledge bonds of the University issued pursuant to the Series 2008 Resolutions.
"Series 2008 Resolutions" means this Bond Resolution, adopted by the Board on April __, 2008, with respect to the Series 2008 Bonds, the Authorizing Resolution and any other resolutions supplemental to such resolutions.
"State Treasurer" means the State Treasurer of the Commonwealth.
"S&P" means Standard & Poor's, a Division of The McGraw-Hill Companies, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such division shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "S&P" shall be deemed to refer to any other nationally recognized securities rating agency selected by the University.
"Underwriters" mean ____________________.
"University" means The Rector and Visitors of the University of Virginia, an educational institution and a public body and governmental instrumentality for the dissemination of education, and its successor or successors.
Rules of Construction/Use of Words and Phrases. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the word "person" shall include corporations and associations, including public bodies, as well as natural persons. Singular words shall connote the plural number as well as the singular and vice versa.
All references in this Resolution to particular Articles or Sections are references to Articles or Sections of this Resolution unless otherwise indicated.
The headings and table of contents as used in this Resolution are solely for convenience of reference and shall not constitute a part of this Resolution nor shall they affect its meaning, construction or effect.
AUTHORIZATION, FORM,
EXECUTION, DELIVERY,
REGISTRATION AND PAYMENT OF THE SERIES
2008 BONDS
Authorization of the Series 2008 Bonds. For the purpose of providing funds, together with other available funds, for financing or refinancing a portion of the cost of the Project, there shall be issued, under the authority of the Act, Bonds of the University in the aggregate principal amount of __________ ($__________). The Bonds shall be designated "The Rector and Visitors of The University of Virginia General Revenue Pledge Bonds, Series 2008."
Details of the Series 2008 Bonds. The Series 2008 Bonds authorized in Section 2.1 shall be issued initially in book-entry form only in denominations of $5,000 or any multiple thereof, shall be dated the date of their delivery, shall be numbered from R-1 upward, and shall mature on June 1 in each of the years, in the amounts and shall bear interest, payable on December 1, 2008 and semi-annually thereafter on June 1 and December 1 in each year (each an "Interest Payment Date"), at the rates shown below:
Year of Maturity |
Principal Amount |
Interest Rate |
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Interest Rate |
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All the Series 2008 Bonds shall bear interest (a) from their dated date, if authenticated prior to June 1, 2008, or (b) otherwise from the June 1 or December 1 that is, or that immediately precedes, the date on which such Bond is authenticated (unless payment of interest is in default, in which case such Bond shall bear interest from the date of which interest has been paid).
Both principal of and interest on the Series 2008 Bonds shall be payable in lawful money of the United States of America, but only from the revenues lawfully available therefor pursuant to the Act and pledged to the payment thereof as hereinafter provided. Principal of the Series 2008 Bonds shall be payable upon presentation and surrender of the Series 2008 Bonds as they become due at the office of the Paying Agent. Interest on the Series 2008 Bonds shall be payable to the registered owners of the Series 2008 Bonds by check or draft mailed to such owners at their addresses as they appear on the Record Date on registration books kept by the Registrar, or upon the written request of any Holder of at least $1,000,000 in aggregate principal amount of Series 2008 Bonds by wire transfer in immediately available funds to an account within the United States designated by such Holder.
Nothing herein shall be construed as prohibiting the University from issuing any maturity of the Series 2008 Bonds as one fully registered bond for the purpose of qualifying such Bonds for book entry registration by a Securities Depository or any similar arrangement whereby investors may hold a participation interest in such maturity of the Series 2008 Bonds.
Form of the Series 2008 Bonds. The Series 2008 Bonds shall be substantially in the form set forth in Exhibit A, with such appropriate variations, omissions and insertions as permitted or required by this Resolution.
Execution of the Series 2008 Bonds. The Series 2008 Bonds shall be executed in the name and on behalf of the University by its Chief Operating Officer and the official seal of the University shall be impressed, imprinted, reproduced or lithographed on the Series 2008 Bonds. The signatures on the Series 2008 Bonds may be by facsimile. In case any of the officers who shall have signed or attested any of the Series 2008 Bonds shall cease to be such officer or officers of the University before the Series 2008 Bonds so signed or attested shall have been issued by the University, such Series 2008 Bonds may nevertheless be delivered and issued and, upon such delivery and issue, shall be as binding upon the University as though those who signed and attested the same had continued to be such officers of the University. Any Series 2008 Bonds may be signed and attested on behalf of the University by such persons as at the actual date of execution of such Series 2008 Bonds shall be the proper officers of the University although at the nominal date of such Series 2008 Bonds any such person shall not have been such officer of the University.
Only such of the Series 2008 Bonds as shall bear thereon a certificate of authentication, manually executed by the Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Registrar shall be conclusive evidence that the Series 2008 Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Resolution.
Transfer of the Series 2008 Bonds. Any Series 2008 Bonds may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.7, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Series 2008 Bonds for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Registrar. The Registrar shall not be required to transfer or exchange any Series 2008 Bond selected or called for redemption pursuant to the provisions therein or from a Record Date through the next succeeding Interest Payment Date.
Whenever any Series 2008 Bonds shall be surrendered for registration of transfer, the University shall execute and the Registrar shall authenticate and deliver a new Series 2008 Bonds, of authorized denominations of the same maturity and interest rate and for a like aggregate principal amount. Such transfer shall be without charge to the Bondholder, except that the Registrar shall require the Bondholder requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.
Exchange of the Series 2008 Bonds. The Series 2008 Bonds may be exchanged at the office of the Registrar for a like aggregate principal amount of the Series 2008 Bonds of other authorized denominations of the same maturity and interest rate. Such exchange shall be without charge to the Bondholder, except that the Registrar shall require the Bondholder requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange.
Bond Register; Notices; Persons Treated as Owners. The Registrar will keep or cause to be kept, at its office in ____________, ___________, sufficient books for the registration and transfer of the Series 2008 Bonds, which shall at all times during regular business hours upon reasonable notice be open to inspection by the University; and, upon presentation for such purpose, the Registrar shall, under such reasonable regulations as it may prescribe, register or cause to be registered, on such books, the transfer or exchange of the Series 2008 Bonds as hereinbefore provided. Notices sent to Bondholders pursuant to this Resolution shall be sent to the addresses shown on the registration books maintained by the Registrar or such other address as may be filed with the Registrar for such purpose. All notices required to be given by mail shall be given by first class mail, postage prepaid.
In addition to the other obligations imposed on the Registrar hereunder, the Registrar shall agree to deliver upon request a list of the names and addresses of the registered owners of the Series 2008 Bonds, as follows:
to any Bondholder, if an Event of Default (as hereinafter defined) shall have occurred and be continuing; and
to the Holders of 25% or more in aggregate principal amount of the Series 2008 Bonds then outstanding, at any time.
Prior to due presentment for registration of transfer of any Bond, the Registrar shall treat the registered owner as the person exclusively entitled to payment of principal, premium, if any, and interest and the exercise of all other rights and powers of the owner, except that interest payments shall be made to the person registered as owner on the registration books of the Registrar as of the 15th day of the month preceding the Interest Payment Date.
Temporary Series 2008 Bonds. The Series 2008 Bonds may be issued in temporary form exchangeable for definitive Series 2008 Bonds when ready for delivery. Any temporary Bond may be printed, lithographed or typewritten, shall be of such denomination as may be determined by the University and may contain such reference to any of the provisions of this Resolution as may be appropriate. A temporary Bond may be in the form of a single Bond payable in installments, each on the date, in the amount and at the rate of interest established for the Series 2008 Bonds maturing on such date. Every temporary Bond shall be executed by the University and be authenticated by the Registrar upon the same conditions and in substantially the same manner as the definitive Series 2008 Bonds. If the University issues temporary Series 2008 Bonds it will execute and deliver definitive Series 2008 Bonds as promptly thereafter as practicable, and thereupon the temporary Series 2008 Bonds may be surrendered, for cancellation, in exchange therefor at the office of the Registrar and the Registrar shall authenticate and deliver in exchange for such temporary Series 2008 Bonds an equal aggregate principal amount of definitive Series 2008 Bonds of authorized denominations of the same maturity or maturities and interest rate. Until so exchanged, the temporary Series 2008 Bonds shall be entitled to the same benefits under this Resolution as definitive Series 2008 Bonds authenticated and delivered hereunder.
Series 2008 Bonds Mutilated, Lost, Destroyed or Stolen. If any Series 2008 Bond shall become mutilated, the University, at the expense of the Bondholder of such Series 2008 Bond, shall execute, and the Registrar shall thereupon authenticate and deliver, a new Series 2008 Bond of like tenor bearing a different number in exchange and substitution for the Series 2008 Bond so mutilated, but only upon surrender to the Registrar of the Series 2008 Bond so mutilated. Every mutilated Series 2008 Bond so surrendered to the Registrar shall be canceled by it and shall be delivered to, or upon the order of, the University. If any Series 2008 Bond shall be lost, destroyed or stolen, evidence of the ownership thereof and of such loss, destruction or theft may be submitted to the University, and the Registrar and, if such evidence be satisfactory to both of them and indemnity satisfactory to them shall be given, the University, at the expense of the Bondholder, shall execute, and the Registrar shall thereupon authenticate and deliver, a new Series 2008 Bond of like tenor bearing a different number in lieu of and in substitution for the Series 2008 Bond so lost, destroyed or stolen (or if any such Series 2008 Bond shall have matured or shall be about to mature, instead of issuing a substitute Series 2008 Bond, the Paying Agent may pay the same without surrender thereof). The University may require payment of a sum not exceeding the actual cost of preparing each new Series 2008 Bond issued under this Section and of the related expenses which may be incurred by the University, the Registrar, and the Paying Agent. Any Series 2008 Bond issued under the provisions of this Section in lieu of any Series 2008 Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the University whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Resolution with all other Series 2008 Bonds secured by this Resolution.
Terms and Conditions for Issuance and Delivery of the Series 2008 Bonds. The Series 2008 Bonds authorized by this Resolution shall be executed in the form and manner hereinabove set forth and shall be deposited with the Registrar for delivery to the Underwriters pursuant to the Bond Purchase Agreement, but before the Series 2008 Bonds shall be delivered by the Registrar, there shall be filed with the Registrar the following:
a copy, certified by the Secretary of the Board, of this Resolution;
an opinion of Bond Counsel stating that the issuance of the Series 2008 Bonds has been duly authorized and that all conditions precedent to the delivery of such Bonds have been fulfilled.
When the documents mentioned above in this Section shall have been filed with the Registrar and when the Series 2008 Bonds shall have been executed as required by this Resolution, the Registrar shall deliver such Bonds to or upon the order of the Underwriters pursuant to the Bond Purchase Agreement, but only upon payment to the Custodian of the purchase price of such Bonds. The Registrar shall be entitled to rely upon such Bond Purchase Agreement as to the names of the purchasers and the amount of such purchase price.
The proceeds of such Bonds shall be deposited as described by the Custodian in Section 4.1.
Book Entry Provisions. The provisions of this Section 2.11 shall apply to the Series 2008 Bonds so long as all of the Series 2008 Bonds shall be maintained in book-entry form with a Securities Depository, any other provisions of this Resolution to the contrary notwithstanding.
The principal or redemption price of and interest on the Series 2008 Bonds shall be payable to the Securities Depository, or registered assigns, as the registered owner of the Series 2008 Bonds, in next day funds on each date on which the principal of, and premium, if any, or interest on the Series 2008 Bonds is due as set forth in this Resolution and in the Series 2008 Bonds. Such payments shall be made to the offices of the Securities Depository specified by the Securities Depository to the University and Paying Agent in writing. Without notice to or the consent of the beneficial owners of the Series 2008 Bonds, the University and the Securities Depository may agree in writing to make payments of principal and interest in a manner different from that set out herein. If such different manner of payment is agreed upon, the University shall give the Paying Agent notice thereof, and the Paying Agent shall make payments as if set forth herein. Neither the University nor the Paying Agent shall have any obligation with respect to the transfer or crediting of the appropriate principal, premium, if any, and interest payments to participants of the Securities Depository or the beneficial owners of the Series 2008 Bonds or their nominees.
The Paying Agent at the direction of the University may replace any Securities Depository as the depository for the Series 2008 Bonds with another qualified securities depository or discontinue the maintenance of the Series 2008 Bonds in book-entry form at any time if the University determines to do so. Notice of any determination above shall be given to such Securities Depository at least 30 days prior to any such discontinuation (or such fewer number of days as shall be acceptable to such Securities Depository). The University may undertake to locate a qualified replacement Securities Depository and/or may discontinue the book-entry system of evidencing ownership of the Series 2008 Bonds.
If the Paying Agent discontinues the maintenance of the Series 2008 Bonds in book-entry form, the University will issue replacement Series 2008 Bonds directly to the participants in the former Securities Depository or, to the extent requested by any such participant, to the beneficial owners of the Series 2008 Bonds as further described in this Section. The Paying Agent shall notify participants and the beneficial owners of the Series 2008 Bonds, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by either the Securities Depository or the Paying Agent, that the University will issue replacement Series 2008 Bonds directly to the participants shown on the records of the Securities Depository or, to the extent requested by any participant, to beneficial owners of the Series 2008 Bonds shown on the records of such participant, as of a date set forth in such notice, which shall be a date at least 10 days after receipt of such notice by the Securities Depository (or such fewer number of days as shall be acceptable to the Securities Depository).
In the event that replacement Series 2008 Bonds are to be issued to participants in the Securities Depository or to beneficial owners of the Series 2008 Bonds, the University shall promptly have prepared replacement Series 2008 Bonds registered in the names of the participants as shown on the records of the former Securities Depository or, to the extent requested by any participant, in the names of the beneficial owners of Series 2008 Bonds shown on the records of such participant, as of the date set forth in the notice delivered in accordance with the immediately preceding paragraph. Replacement Series 2008 Bonds issued to participants in the Securities Depository or to beneficial owners shall be in fully registered form substantially in the form of Exhibit A. The form set forth in Exhibit A may be modified to include any variations, omissions or insertions that are necessary or desirable in the delivery of replacement certificates in printed form. In delivering replacement certificates, the Paying Agent shall be entitled to rely, without independent investigation, on the records of the former Securities Depository as to its participants and the records of the participants acting on behalf of the beneficial owners. The Series 2008 Bonds will thereafter be registrable and exchangeable as set forth in Sections 2.6 and 2.7.
So long as there is a Securities Depository for the Series 2008 Bonds, (1) such Securities Depository shall be the registered owner of the Series 2008 Bonds, (2) transfers of ownership and exchanges shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by such Securities Depository and its participants, and (3) references in this Resolution to Bondholders, Holders or registered owners of the Series 2008 Bonds shall mean the Securities Depository and shall not mean the beneficial owners of the Series 2008 Bonds.
If the Paying Agent replaces any Securities Depository as the depository for the Series 2008 Bonds with another qualified Securities Depository, replacement Series 2008 Bonds issued to such replacement Securities Depository shall have the same terms, form and content as the Series 2008 Bonds initially registered in the name of the predecessor Securities Depository or its nominee except for the name of the registered owner.
Each Securities Depository and the participants thereof and the beneficial owners of the Series 2008 Bonds, by their acceptance of the Series 2008 Bonds, agree that the University and the Paying Agent shall have no liability or responsibility with respect to (1) the accuracy of any records maintained by such Securities Depository or any Securities Depository participant; (2) the payment by such Securities Depository to any Securities Depository participant or by any Securities Depository participant to any beneficial owner of any amount due in respect of the principal of and premium, if any, and interest on the Series 2008 Bonds; (3) the delivery or timeliness of delivery by such Securities Depository to any Securities Depository participant or by any Securities Depository participant to any beneficial owner of any notice which is given to Bondholders; (4) the selection of the beneficial owners to receive payment in the event of any partial redemption of the Series 2008 Bonds; or (5) any consent given or other action taken by such Securities Depository or any nominee of such Securities Depository, as Bondholder.
REDEMPTION OF THE
SERIES 2008 BONDS
Redemption of the Series 2008 Bonds. The Series 2008 Bonds shall not be subject to prior redemption except as provided in this Article III.
The Series 2008 Bonds that are stated to mature on or after June 1, 2019 are subject to redemption, at the option of the University, in whole or in part on any date not earlier than June 1, 2018, upon payment of a redemption price equal to 100% of the principal amount of the Series 2008 Bonds to be redeemed, plus interest accrued to the redemption date.
The Series 2008 Bonds that are stated to mature on June 1, 20___ shall be subject to mandatory redemption by the University at a redemption price of 100% of the principal amount thereof plus accrued interest, on June 1 in the following years and in the following amounts:
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* Final Maturity
On or before the 70th day next preceding any mandatory sinking fund redemption date, the University may apply as a credit against its mandatory sinking fund redemption obligation for any Series 2008 Bonds maturing on such date, any Series 2008 Bonds that previously have been optionally redeemed or purchased and canceled or surrendered for cancellation by the University and not previously applied as a credit against any mandatory sinking fund redemption obligation for such Series 2008 Bonds. Each such Series 2008 Bond so purchased, delivered or previously redeemed shall be credited at 100% of the principal amount thereof against the principal amount of the Series 2008 Bonds required to be redeemed on such mandatory sinking fund redemption date. Any principal amount of Series 2008 Bonds so purchased, delivered or previously redeemed in excess of the principal amount required to be redeemed on such mandatory sinking fund redemption date shall similarly reduce the principal amount of the Series 2008 Bonds to be redeemed on future mandatory sinking fund redemption dates, as selected by the Chief Operating Officer of the University.
The Series 2008 Bonds shall also be subject to redemption in whole or in part on any date, at the option of the University, from the proceeds of casualty insurance or condemnation awards, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, plus accrued interest to the redemption date, if all or any part of the Project financed with the Series 2008 Bonds is damaged or destroyed or taken through the exercise of the power of eminent domain and the Chief Operating Officer has delivered a certificate to the Custodian to the effect that the University has determined not to use such proceeds to replace or rebuild the damaged, destroyed or taken property. In the event of a redemption in part pursuant to this paragraph, the University shall redeem the Series 2008 Bonds from each maturity then outstanding, to the extent practicable, in the proportion that the principal amount of the Series 2008 Bonds of such maturity bears to the total principal amount of the Series 2008 Bonds then outstanding.
Subject to applicable procedures of the Securities Depository while the Series 2008 Bonds are held in book-entry only form by the Securities Depository, if less than all of the Series 2008 Bonds are to be called for redemption, the Series 2008 Bonds to be redeemed shall be selected by the University in such manner as the University in its discretion may determine.
Notice of Redemption. Whenever the Series 2008 Bonds are to be redeemed under the provisions of this Resolution, the Paying Agent shall, not less than thirty (30) nor more than sixty (60) days prior to the redemption date, mail notice of redemption to all registered owners of all Series 2008 Bonds to be redeemed at their registered addresses. The Paying Agent shall also mail a copy of any such notice of redemption to any Rating Agency. Any such notice of redemption shall identify the Series 2008 Bonds to be redeemed, shall specify the redemption date and the redemption price, and shall state that on the redemption date the Series 2008 Bonds called for redemption will be payable at the office of the Paying Agent and that from that date interest will cease to accrue. The Paying Agent may use "CUSIP" numbers in notices of redemption as a convenience to Bondholders, provided that any such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Series 2008 Bonds or as contained in any such notice.
If at the time of mailing of notice of any optional redemption the University shall not have caused to be deposited with the Paying Agent money sufficient to redeem all the Series 2008 Bonds called for redemption, such notice may state that it is conditional in that it is subject to the deposit of such moneys with the Paying Agent not later than the redemption date, and such notice shall be of no effect unless such moneys are so deposited. Failure by the Paying Agent to give any notice of redemption or any defect in such notice as to any particular Bonds shall not affect the validity of the call for redemption of any Bonds in respect of which no such failure or defect has occurred. Any notice mailed as provided in this Bond Resolution shall be conclusively presumed to have been given whether or not actually received by any Holder.
Effect of Calling for Redemption. On the date designated for redemption, notice having been mailed in the manner and under the conditions hereinabove provided and moneys for payment of the redemption price being held in separate accounts by the Paying Agent in trust for the Holders of the Series 2008 Bonds to be redeemed, all as provided in this Resolution, the Series 2008 Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, interest on the Series 2008 Bonds so called for redemption shall cease to accrue, such Bonds shall cease to be entitled to any benefit or security under this Resolution and the Holders or registered owners of such Bonds shall have no rights with respect thereto except to receive payment of the redemption price.
The Series 2008 Bonds Redeemed Not Deemed Outstanding. The Series 2008 Bonds which have been duly called for redemption under the provisions of this Article, or with respect to which irrevocable instructions to call for redemption have been given by the Board to the Paying Agent in form satisfactory to him or her, and for the payment of the redemption price of which moneys shall be held in separate accounts by the Paying Agent in trust for the Holders of the Series 2008 Bonds to be redeemed, all as provided in this Resolution, shall not thereafter be deemed to be outstanding under the provisions of this Resolution.
CUSTODY AND
APPLICATION OF PROCEEDS
OF THE SERIES 2008 BONDS
Custody and Application of Proceeds of the Series 2008 Bonds. The proceeds of the Series 2008 Bonds shall be deposited as follows:
$______ shall be deposited into the Construction Fund to pay for Cost of the Project.
$______ shall be transferred to ______________ to provide for refunding the Refunded Indebtedness.
$______ shall be deposited into a special account created with the Custodian for the payment of expenses incident to the issuance of the Series 2008 Bonds. Any amounts remaining in the special account on that date which is one year from the date the Series 2008 Bonds are issued shall be deposited in the Debt Service Fund and applied to pay interest on such Series 2008 Bonds on the next Interest Payment Date.
Construction Fund. A special fund is hereby created in the office of the Custodian as the Construction Fund, to the credit of which there shall be deposited a portion of the proceeds of the Series 2008 Bonds. There may also be deposited to the credit of the Construction Fund any moneys received from any other source for paying the Cost of the Project (herein defined) if the University shall have received a Favorable Opinion of Bond Counsel with respect to such deposit. The moneys in the Construction Fund shall be held in trust and applied to the payment of the Cost of the Project, as defined in Section 4.3, and, pending such application, shall be subject to a lien and charge in favor of the Holders of the Series 2008 Bonds and for the future security of such Holders until paid out or transferred as herein provided.
Items of Cost of the Project. For the purposes of this Resolution the Cost of the Project shall include, without intending thereby to limit or restrict or to extend any proper definition of such costs under the Act or this Resolution, any or all of the following:
obligations incurred for labor and materials and to contractors, builders and materialmen in connection with the Project;
the cost of acquiring by purchase, if such purchase shall be deemed expedient, and the amount of any award or final judgment in or any settlement or compromise of any proceeding to acquire by condemnation, such lands, property, rights, rights of way, franchises, easements and other interests as may be deemed necessary or convenient by the Board for the construction and operation of the Project, options and partial payments thereon, and the amount of any damages incident to or consequent upon such construction and operation;
the cost of furnishing and equipping the Project;
interest on the Series 2008 Bonds, prior to and during construction of the Project and for up to one (1) year thereafter;
taxes or other municipal or governmental charges lawfully levied or assessed during construction upon the Project or any property acquired therefor, and premiums on insurance, if any, in connection with the Project during construction; fees and expenses of engineers and architects for surveys and estimates and other preliminary investigations, preparation of plans, drawings and specifications and supervising construction, as well as for the performance of all other duties of engineers and architects in relation to the planning and construction of the Project or the issuance of Series 2008 Bonds therefor;
expenses of administration properly chargeable to the Project, legal expense and fees, fees and expenses of consultants, financing charges, cost of audits and of preparing and issuing the Series 2008 Bonds, and all other items of expense not elsewhere in this Section specified incident to the planning, construction, development and equipping of the Project and the placing of the Project in operation; and
any obligation or expenses heretofore or hereafter incurred by the University, any agent of the University or by any other agency of the Commonwealth in connection with the Project for any of the foregoing purposes.
Payments from Construction Fund. Payment of the Cost of the Project shall be made from the Construction Fund and other available funds, all as provided by law. All payments from the Construction Fund shall be subject to the provisions and restrictions set forth in this Article, and the Board covenants that it will not cause or permit to be paid from the Construction Fund any sums except in accordance with such provisions and restrictions.
Moneys in the Construction Fund shall be paid out by the Custodian to be issued on vouchers of the University, all in accordance with the Act, the amounts stated in such vouchers to be certified by the University to be necessary for paying items of Cost of the Project.
The vouchers shall be in substantially the form of Exhibit B hereto (or in such other form required by the Custodian) and shall state each amount to be paid, the name of the person, firm or corporation to whom each such payment is due and the purpose and the component of the Project for which the obligation to be paid was incurred, and shall certify that the goods or services specified have been received, or performed, payment therefor has not been previously authorized and that the expenditure is a proper charge to the appropriation for the Construction Fund.
The University shall keep account of the Cost of the Project which have been, and are expected to be, spent for each component of the Project to ensure in part that such Cost of the Project shall not exceed the maximum authorized amount for each such component.
Disposition of Balance in Construction Fund. When the Project shall have been completed and placed in operation, as evidenced by a certificate signed by the Chief Operating Officer and filed with the Secretary of the Board and the Custodian, any balance in the Construction Fund not deemed by the Board to be necessary to be reserved for the payment of any remaining part of the Cost of the Project shall be deposited to the credit of the Debt Service Fund for the Series 2008 Bonds, and used to pay interest on the Series 2008 Bonds on their next Interest Payment Date.
REVENUES AND FUNDS
Debt Service Fund. A fund shall be created by the Paying Agent designated "The Rector and Visitors of the University of Virginia General Revenue Pledge Bonds, Series 2008, Debt Service Fund" (the "Debt Service Fund"). All accrued interest, if any, received from the purchasers of the Series 2008 Bonds, as provided in Section 4.1, shall be transferred to the Paying Agent to the credit of the Debt Service Fund. On or before the day preceding each date on which payments of interest, premium or principal shall be due and payable on the Series 2008 Bonds (a "Payment Date"), the University shall transfer or cause to be transferred to the Paying Agent for deposit an amount of money sufficient to cause the amount held in the Debt Service Fund to be equal to the interest, premium and principal due on the Series 2008 Bonds on such Payment Date. The Paying Agent shall cause payment of the amounts due on the Series 2008 Bonds on each such Payment Date.
Payments to Bondholders. The Paying Agent shall, at appropriate times on or before each Payment Date, withdraw from the Debt Service Fund the amounts needed on such date to pay the principal of and premium, if any, and interest on the Series 2008 Bonds and shall pay or cause the same to be paid to the Bondholders as such principal, premium and interest become due and payable.
Pledge of Funds and Accounts. The moneys in the Debt Service Fund shall be held in trust and applied as herein provided and, pending such application, shall be pledged to, and subject to a lien and charge in favor, of the Holders of the Series 2008 Bonds issued and outstanding under this Resolution and for the further security of such Holders until paid out or transferred as herein provided.
Moneys Held in Trust. All moneys from the funds of the University or that the University shall have received from any other source and set aside or deposited with any Paying Agent for the purpose of paying any of the Series 2008 Bonds hereby secured, either at the maturity thereof or upon call for redemption, shall be held in trust for the respective Holders of such Bonds. Any moneys which shall be so set aside or deposited and which shall remain unclaimed by the Holders of such Bonds for the period of five (5) years after the date on which such Bonds shall have become due and payable shall be disposed of by the University and the Paying Agent in accordance with The Uniform Disposition of Unclaimed Property Act, Chapter 11.1, Title 55, Code of Virginia of 1950, as amended.
Cancellation of the Series 2008 Bonds Upon Payment. All Series 2008 Bonds paid, redeemed or purchased by the University, either at or before maturity, shall be canceled upon the payment, redemption or purchase of such Bonds and shall be delivered to the University when such payment, redemption or purchase is made. All Series 2008 Bonds canceled under any of the provisions of this Resolution may be cremated or otherwise destroyed by the University or its designee.
No Risk to Paying Agent Funds. No provision herein shall require the Paying Agent to expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers unless the Paying Agent shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is reasonably insured to it.
PARTICULAR COVENANTS
Payment of Principal and Interest; Pledge of Pledged Revenues. The University covenants that it will promptly pay or cause to be paid from the sources described herein the principal of and the interest on every Bond issued under the provisions of this Resolution at the place or places, on the dates and in the manner provided herein and in such Bonds, and any premium required for the retirement of such Bonds by purchase or redemption, according to the true intent and meaning thereof. Except as otherwise provided in this Resolution, such principal, interest and premium are payable solely from Pledged Revenues, which Pledged Revenues are hereby pledged to the payment thereof and to the payment of any Parity Credit Obligations issued by the University which may include any interest rate swaps or other hedge mechanisms and any dedicated line of credit, standby bond purchase agreement or other liquidity facility related to the Series 2008 Bonds.
THE UNIVERSITY SHALL NOT BE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE SERIES 2008 BONDS EXCEPT FROM THE SOURCES NOTED HEREIN AS PLEDGED THEREFOR. THE SERIES 2008 BONDS AND THE INTEREST THEREON SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OR LIABILITY OF THE COMMONWEALTH, LEGAL, MORAL OR OTHERWISE. NEITHER THE COMMONWEALTH NOR THE UNIVERSITY SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE SERIES 2008 BONDS OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE SOURCES NOTED HEREIN AS PLEDGED THEREFOR, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COMMONWEALTH ARE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2008 BONDS OR OTHER COSTS INCIDENT THERETO.
Reserved.
Additional Indebtedness and Encumbrances. Except as otherwise provided in this Section, nothing in this Resolution shall be construed as prohibiting or limiting in any way the right of the University to incur other Credit Obligations. Notwithstanding the foregoing, however, the University may only incur the following types of Credit Obligations in the event the conditions set forth below are met in each instance:
Limitation on Parity Credit Obligations. The University may incur, assume, guarantee or otherwise become liable on any Parity Credit Obligation, but only if, prior to the incurrence of each such Parity Credit Obligation, an Authorized Officer of the University certifies in writing that (1) taking into account the incurrence of such proposed Parity Credit Obligation (i) the University will have sufficient funds to meet all of its financial obligations, including its obligations to pay principal of and interest on all Credit Obligations, for all Fiscal Years to and including the second full Fiscal Year after the later of (A) the issuance of such Parity Credit Obligation and (B) the completion of any facility financed with the proceeds of such Parity Credit Obligation, and (ii) such Authorized Officer has no reason to believe that the University will not have sufficient funds to pay all amounts due under all indebtedness of the University during the term of such proposed Parity Credit Obligation, and (2) to the best of his or her knowledge, the University is not in default in the performance and observance of any of the provisions of this Resolution. Any such Parity Credit Obligation shall be secured by a pledge of Pledged Revenues on a parity with the pledge of Pledged Revenues herein, unless expressly subordinated to the pledge hereof.
Limitation on Section 9(c) Credit Obligations. The University may incur, assume, guarantee or otherwise become liable on any Credit Obligation pursuant to the provisions of Article X, Section 9(c) of the Constitution of Virginia, as such section may be amended from time to time, and may pledge and apply such portion of the Pledged Revenues as may be necessary to provide for the payment of any such Credit Obligation, the funding of reasonable reserves therefor, or the payment of operating and other reasonable expenses of the facilities financed in whole or in part with the proceeds of such Credit Obligation or facilities reasonably related to such facilities, and such pledge shall be senior and superior in all respects to the pledge of Pledged Revenues securing the Series 2008 Bonds and any other Parity Credit Obligations, but only if, prior to the incurrence of each such Credit Obligation, an Authorized Officer of the University certifies in writing that (1) taking into account the incurrence of such proposed Credit Obligation (i) the University will have sufficient funds to meet all of its financial obligations, including its obligations to pay principal of and interest on all Credit Obligations, for all Fiscal Years to and including the second full Fiscal Year after the later of (A) the issuance of such proposed Credit Obligation and (B) the completion of any facility financed with the proceeds of such proposed Credit Obligation, and (ii) such Authorized Officer has no reason to believe that the University will not have sufficient funds to pay all amounts due under all indebtedness of the University during the term of such proposed Credit Obligation, (2) to the best of his or her knowledge, the University is not in default in the performance and observance of any of the provisions of this Resolution, and (3) in connection with the issuance of such proposed Credit Obligation, the University has received an opinion of Bond Counsel to the effect that such proposed Credit Obligation has been validly issued under Article X, Section 9(c) of the Constitution of Virginia.
Limitation on Other Credit Obligations, Including Section 9(d) Credit Obligations. The University may incur, assume, guarantee or otherwise become liable on any Credit Obligation not described elsewhere in this Section 6.3, including any Credit Obligation incurred pursuant to the provisions of Article X, Section 9(d) of the Constitution of Virginia, as such section may be amended from time to time, and may pledge and apply such portion of the Pledged Revenues as may be necessary for the payment of any such Credit Obligation, the funding of reasonable reserves therefor, or the payment of operating and other reasonable expenses of the facilities financed in whole or in part with the proceeds of such Credit Obligation or facilities reasonably related to such facilities and such pledge shall be senior and superior in all respects to the pledge of Pledged Revenues securing the Series 2008 Bonds and any other Parity Credit Obligations, but only if, prior to the incurrence of each such Credit Obligation, an Authorized Officer of the University certifies in writing that (1) taking into account the incurrence of such proposed Credit Obligation (i) the University will have sufficient funds to meet all of its financial obligations, including its obligations to pay principal of and interest on all Credit Obligations, for all Fiscal Years to and including the second full Fiscal Year after the later of (A) the issuance of such proposed Credit Obligation and (B) the completion of any facility financed with the proceeds of such proposed Credit Obligation, and (ii) such Authorized Officer has no reason to believe that the University will not have sufficient funds to pay all amounts due under all indebtedness of the University during the term of such proposed Credit Obligation, (2) to the best of his or her knowledge, the University is not in default in the performance and observance of any of the provisions of this Resolution, and (3) the University has received an opinion of Bond Counsel to the effect that such proposed Credit Obligation has been validly issued under the relevant provisions of the Constitution of Virginia.
Limitation on Issuance of Indebtedness on a Parity with Qualifying Senior Obligations. Except for Credit Obligations issued pursuant to subsections (b) or (c) above or to refund any Qualifying Senior Obligation as described in subsection (e) below, no additional bonds or other obligations may be issued or incurred by the University on a parity with any Qualifying Senior Obligation.
Limitation on Additional Encumbrances. The University shall not encumber the Pledged Revenues in any manner (except as permitted in connection with Credit Obligations issued pursuant to subsections (a), (b) or (c) above or to refund any Qualifying Senior Obligation as described below), unless any such encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants and agreements of this Resolution. Notwithstanding anything to the contrary herein, however, the University may issue bonds to refund any Qualifying Senior Obligation and to secure such refunding bonds with the same source of revenues securing the Qualifying Senior Obligation being refunded. Upon the defeasance of the refunded Qualifying Senior Obligation pursuant to any such refunding, the refunding bonds will be considered Qualifying Senior Obligations for all purposes.
Disposition of Assets. The University may convey, sell or otherwise dispose of any property of the University as long as (1) such conveyance, sale or encumbrance is in the ordinary course of business, or (2) an Authorized Officer certifies in writing that, taking into account the conveyance, sale or other disposition of such property (i) the University will have sufficient funds to meet all of its financial obligations, including its obligations to pay principal of and interest on all Credit Obligations for all Fiscal Years to and including the second full Fiscal Year after such conveyance, sale or other disposition and (ii) such Authorized Officer has no reason to believe that the University will not have sufficient funds to pay all amounts due under all indebtedness of the University then outstanding.
Insurance. The University covenants that it will at all times carry or cause to be carried insurance policies with a responsible insurance company or companies, qualified to assume the risks thereof, or that it will maintain an adequate program of self-insurance, in either case sufficient to provide the University with insurance in such amount and covering such risks as the University shall deem to be reasonable and desirable.
Rights of Bondholders Not to Be Impaired. Except as otherwise set forth herein, the University covenants that no contract or contracts will be entered into or any action taken which might impair or diminish the rights of the Bondholders.
Further Instruments and Actions. The University covenants that it will, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of this Resolution.
Accurate Records and Accounts. The University covenants that it will keep accurate records and accounts of all items of cost and of all expenditures relating to Pledged Revenues collected and the application of such Pledged Revenues.
The University further covenants that not later than the end of the ninth month following the close of each Fiscal Year it will cause to be mailed to all Bondholders who shall have filed their names and addresses with the Secretary of the Board for such purpose a report, signed by the Vice President and Chief Financial Officer of the University and by the Virginia Auditor of Public Accounts or by an independent certified public accountant or firm of certified public accountants to be approved by the Virginia Auditor of Public Accounts, setting forth for the preceding Fiscal Year, in reasonable detail, the financial condition of the University, including its statement of net assets as of the end of the preceding Fiscal Year and the related statements of revenues, expenses and changes in net assets and statement of cash flows for the preceding Fiscal Year.
Recognized Accounting Principles. The University covenants that all of the accounts and records of the University will be kept according to generally accepted accounting principles consistently applied.
Tax Covenants. The University shall not use or permit the use of any proceeds of Series 2008 Bonds or any other funds of the University, directly or indirectly, to acquire any securities or obligation, and shall not use or permit the use of any amounts received by the University or the Custodian with respect to the Series 2008 Bonds in any manner, and shall not take or permit to be taken any other action or actions, which would cause any Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code. If at any time the University is of the opinion that for purposes of this subsection it is necessary to restrict or limit the yield on the investment of any moneys held under this Resolution the University shall so instruct the Custodian, any trustee or the Paying Agent in writing, and such Custodian, trustee or Paying Agent shall take such action as may be necessary in accordance with such issuance.
The University shall not use or permit the use of any proceeds of Series 2008 Bonds or any other funds of the University, directly or indirectly, in any manner, and shall not take or permit to be taken any other action or actions, which would result in any of the Series 2008 Bonds being treated as an obligation not described in Section 103(a) of the Code by reason of classification of such Bond as a "private activity bond" (except for those Series 2008 Bonds which the University has designated or allocated as "private activity bonds" benefiting a 501(c)(3) organization) or an "arbitrage bond" or "bond not in registered form" within the meaning of Section 103(b) of the Code.
The University shall at all times do and perform all acts and things permitted by law and this Resolution which are necessary or desirable in order to assure that interest paid on the Series 2008 Bonds or any of them will be excludable from gross income for federal income tax purposes and shall take no action that would result in such interest not being excludable from gross income for federal income tax purposes.
The University covenants that it shall file the information report with respect to the Series 2008 Bonds required by Section 149(e) of the Code (currently Form 8038-G) within the time period provided in such Section.
EVENTS OF DEFAULT
AND REMEDIES
Events of Default. Each of the following events is hereby declared to be an "Event of Default" under this Resolution:
due and punctual payment of the principal, purchase price or redemption premium, if any, of any of the Series 2008 Bonds is not made when the same become due and payable, either at maturity or by proceedings for redemption or otherwise;
due and punctual payment of any interest on any of the Series 2008 Bonds is not made when the same becomes due and payable;
the University, for any reason, is rendered incapable of fulfilling its obligations hereunder;
an order or decree is entered, with the consent or acquiescence of the University, appointing a receiver or receivers of the University or any part thereof or of the revenues thereof, or if such order or decree, having been entered without the consent or acquiescence of the University, is not vacated or discharged or stayed on appeal within sixty (60) days after the entry thereof;
any proceeding is instituted, with the consent or acquiescence of the University, for the purpose of effecting a composition between the University and its creditors or for the purpose of adjusting the claims of such creditors pursuant to any federal or state statute now or hereafter enacted; or
the University defaults in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Series 2008 Bonds or in this Resolution on the part of the University to be performed, and such default continues for thirty (30) days after written notice specifying such default and requiring same to be remedied is given to the Board by any Bondholder, provided that if such default is such that it can be corrected but cannot be corrected within such thirty (30) day period, it shall not constitute an Event of Default if corrective action is instituted by the University within such period and is diligently pursued until the default is corrected.
Remedies. Upon the happening and continuance of an Event of Default, hereunder, the Holders of not less than 25% in aggregate principal amount of the Series 2008 Bonds, by instrument or instruments filed with the University and proved or acknowledged in the same manner as a deed to be recorded, may appoint a trustee to represent the Holders of the Series 2008 Bonds for the purposes herein, which trustee may be the State Treasurer and shall be the same trustee so appointed with respect to all other outstanding Parity Credit Obligations. Such trustee may, and upon written request of the Holders of not less than 25% in principal amount of the Series 2008 Bonds then outstanding shall, in its own name:
By mandamus or other suit, action or proceeding at law or in equity enforce all rights of the Holders of the Series 2008 Bonds, including the right to require the University and its Board to collect fees, rents, charges or other revenues adequate to carry out an agreement as to, or pledge of, such revenues, and to require the University and Board to carry out any other agreements with the Holders of the Series 2008 Bonds and to perform it and their duties under the Act;
Bring suit upon the Series 2008 Bonds;
By action or suit in equity, require the University to account as if it were the trustee of an express trust for the Holders of the Series 2008 Bonds; or
By action or suit in equity, enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Series 2008 Bonds.
Any such trustee, whether or not all such Series 2008 Bonds have been declared due and payable, shall be entitled as of right to the appointment of a receiver who may enter and take possession of any property of the University any of the revenues from which are pledged for the security of the Series 2008 Bonds and operate and maintain the same and collect and receive all fees, rents, charges and other revenues thereafter arising therefrom in the same manner as the University itself might do and shall deposit all such moneys in a separate account and apply the same in such manner as the court appointing such receiver shall direct. In any suit, action or proceeding by the trustee the fees, counsel fees and expenses of the trustee and of the receiver, if any, shall constitute taxable costs and disbursements and all costs and disbursements allowed by the court shall be a first charge on any fees, rents, charges and other revenues of the University pledged for the security of the Series 2008 Bonds.
Such trustee shall, in addition to the foregoing, have and possess all of the powers necessary or appropriate for the exercise of any functions specifically set forth herein or incident to the general representation of the Holders of the Series 2008 Bonds in the enforcement and protection of their rights.
To the extent permitted by law, upon the happening and continuance of any Event of Default, then and in every such case any Bondholder may proceed, subject to the provisions of Section 7.5, to protect and enforce the rights of the Bondholders by a suit, action or special proceeding in equity or at law, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy as such Bondholder shall deem most effectual to protect and enforce such rights.
Pro Rata Application of Funds. Anything in this Resolution to the contrary notwithstanding, if at any time the moneys available in the Debt Service Fund shall not be sufficient to pay the interest on or the principal of the Series 2008 Bonds as the same shall become due and payable, such moneys, together with any moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows:
If the principal of all the Series 2008 Bonds shall not have become due and payable, all such moneys shall be applied:
first: to the payment to the persons thereto of all installments of interest then due and payable in the order in which such installments became due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Series 2008 Bonds; and
second: to the payment to the persons entitled thereto of the unpaid principal of any of the Series 2008 Bonds which shall have become due and payable (other than Series 2008 Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Resolution), in the order of their due dates, with interest on the principal amount of such Series 2008 Bonds at the respective rates specified therein from the respective dates upon which such Series 2008 Bonds became due and payable, and, if the amount available shall not be sufficient to pay in full the principal of the Series 2008 Bonds due and payable on any particular date, together with such interest, then to the payment first of such interest, ratably, according to the amount of such interest due on such date, and then to the payment of such principal, ratably, according to the amount of such principal due on such date, to the persons entitled thereto without any discrimination or preference.
If the principal of all the Series 2008 Bonds shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid on the Series 2008 Bonds, without preference or priority of principal over interest or interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due, respectively, for principal and interest, to the persons entitled thereto, without any discrimination or preference.
Whenever moneys are to be applied by the trustee pursuant to the provisions of this Section, such moneys shall be applied by the trustee at such times, and from time to time, as the trustee in his or her sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future; the deposit of such moneys with any Paying Agent, or otherwise setting aside such moneys, in trust for the proper purpose shall constitute proper application by the trustee; and the trustee shall incur no liability whatsoever to the Board, to any Bondholder or to any other person for any delay in applying any such moneys, so long as the trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Resolution as may be applicable at the time of application by the trustee. Whenever the trustee shall exercise such discretion in applying such moneys, he or she shall fix the date (which shall be an Interest Payment Date unless the trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The trustee shall give such notice (or shall cause the Paying Agent to give such notice) as he or she may deem appropriate of the fixing of any such date and shall not be required to make payment to the Holder of any Bond until such Bond shall be surrendered to the trustee or any Paying Agent for appropriate endorsement, or for cancellation if fully paid.
Notwithstanding anything in this Resolution to the contrary, this Section 7.3 shall be interpreted so that term "Series 2008 Bonds" or "Bonds" shall include the Series 2008 Bonds and any Parity Credit Obligations. In each resolution authorizing the issuance of any Parity Credit Obligation, the University agrees to provide for the trustee thereunder to be the same as the trustee under this Resolution, and further agrees to include provisions substantially identical to those contained in this Section 7.3.
Effect of Discontinuance of Proceedings. In case any proceeding taken by any Bondholder on account of any Event of Default shall have been discontinued or abandoned for any reason, then and in every such case the University and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights and remedies of the Bondholders shall continue as though no such proceeding had been taken.
Proceedings for Equal Benefit of All Bondholders. No Bondholder shall have any right in any manner whatever to affect, disturb or prejudice the security of this Resolution or to enforce any right hereunder, except in the manner herein provided, and all proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Bondholders.
No Remedy Exclusive. No remedy herein conferred on the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every remedy conferred shall be cumulative and shall be in addition to every other remedy given hereunder and under the Act or now or hereafter existing at law or in equity or by statute.
No Delay or Omission Construed to Be a Waiver. No delay or omission of any Bondholder to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and every power and remedy given by this Article to the Bondholders may be exercised from time to time and as often as may be deemed expedient.
EXECUTION OF
INSTRUMENTS BY BONDHOLDERS AND
PROOF OF OWNERSHIP OF THE SERIES
2008 BONDS
Execution of Instruments; Proof of Ownership. Any request, direction, consent or other instrument in writing required or permitted by this Resolution to be signed or executed by Bondholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders or their attorneys or legal representatives. Proof of the execution of any such instrument and of the ownership of the Series 2008 Bonds shall be sufficient for any purpose of this Resolution and shall be conclusive in favor of the University and the Paying Agent with regard to any action taken by them under such instrument if made in the following manner:
The fact and date of the execution by any person of any such instrument may be proved by the verification of any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him or her, or by an affidavit of a witness to such execution. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership such verification or affidavit shall also constitute sufficient proof of his or her authority.
The fact of the holding of the Series 2008 Bonds hereunder by any Bondholder and the amount and the numbers of such Series 2008 Bonds and the date of its holding the same shall be proved by the registration books kept under the provisions of Section 2.7.
SUPPLEMENTAL
RESOLUTIONS
Supplemental Resolutions. The University may, from time to time and at any time, without the consent of any holders of the Series 2008 Bonds, adopt such resolutions supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental resolutions shall thereafter form a part hereof), as follows:
to cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or in any supplemental resolutions;
to provide for the issuance of certificated Series 2008 Bonds pursuant to Section 2.11 of this Resolution, or to obtain or maintain a rating for the Series 2008 Bonds;
to grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders;
to add new conditions, limitations and restrictions on the issuance of other Credit Obligations by the University;
to add to the covenants and agreements of the Board in this Resolution other covenants and agreements thereafter to be observed by the Board or to surrender any right or power herein reserved to or conferred upon the Board;
to comply with any proposed, temporary or permanent regulations regarding the arbitrage rebate requirements of the Code; or
to modify, alter, amend, add to or rescind, in any particular, any of the terms or provisions contained in this Resolution, if in the opinion of the Paying Agent, who may rely upon an opinion of counsel nationally recognized in matters concerning municipal bonds, such supplemental resolution shall not adversely affect or prejudice the interests of the Bondholders.
At least thirty (30) days prior to the adoption of any supplemental resolution for any of the purposes of this Section, the Secretary of the Board shall cause a notice of the proposed adoption of such supplemental resolution to be mailed, postage prepaid, to all registered owners of Series 2008 Bonds at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies thereof are on file at the office of the Secretary of the Board for inspection by all Bondholders. A failure on the part of the Secretary of the Board to mail the notice required by this Section shall not affect the validity of such supplemental resolution.
Modification of Resolution with Consent of Holders. Subject to the terms and provisions contained in this Section, and not otherwise, the Holders of not less than a majority in aggregate outstanding principal amount of the Series 2008 Bonds then outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such resolution or resolutions supplemental hereto as shall be deemed necessary or desirable by the Board for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution or in any supplemental resolution; provided, however, that nothing herein contained shall permit, or be construed as permitting, (a) without the approval of all of the Series 2008 Bondholders, (i) an extension of the maturity of the principal of or the interest on any Series 2008 Bond, (ii) a reduction in the principal amount of any Series 2008 Bond or the redemption premium or the rate of interest thereon, (iii) except as otherwise provided herein, a preference or priority of any Series 2008 Bond or Bonds over any other Series 2008 Bond or Bonds, or (iv) except as otherwise provided herein, the release of the lien created by this Resolution with respect to any Pledged Revenues, or (b) without the approval of all of the Series 2008 Bondholders, a reduction in the aggregate principal amount of the Series 2008 Bonds required for consent to such supplemental resolution. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders of the adoption of any supplemental resolution as authorized in Section 9.1 of this Article.
If at any time the Board shall determine that it is necessary or desirable to adopt any supplemental resolution for any of the purposes of this Section, the Secretary of the Board shall cause notice of the proposed adoption of such supplemental resolution to be mailed, not less than thirty (30) nor more than sixty (60) days prior to the date of such adoption, postage prepaid, to all registered owners of the Series 2008 Bonds at their addresses as they appear on the registration books held by the Registrar. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies thereof are on file at the office of the Secretary of the Board for inspection by all Bondholders. The Board shall not, however, be subject to any liability to any Bondholder by reason of its failure to cause the notice required by this Section to be mailed and any such failure shall not affect the validity of such supplemental resolution when consented to and approved as provided in this Section.
Whenever, at any time within one year after the date of such notice, the Board shall deliver to the Paying Agent an instrument or instruments in writing purporting to be executed by the Holders of not less than a majority or all, as appropriate, in aggregate principal amount of the Series 2008 Bonds then outstanding, which instrument or instruments shall refer to the proposed supplemental resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Board may adopt such supplemental resolution in substantially such form, without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto.
If the Holders of not less than a majority or all, as appropriate, in aggregate principal amount of the Series 2008 Bonds outstanding at the time of the adoption of such supplemental resolution shall have consented to and approved the adoption thereof as herein provided, no Bondholder shall have any right to object to the adoption of such supplemental resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Board from adopting the same or from taking any action pursuant to the provisions thereof.
Upon the adoption of any supplemental resolution pursuant to the provisions of this Section, this Resolution shall be and be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the University, the Board, and all Holders of Series 2008 Bonds then outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended.
Supplemental Resolutions Part of this Resolution. Any supplemental resolution adopted in accordance with the provisions of this Article shall thereafter form a part of this Resolution, and all of the terms and conditions contained in any such supplemental resolution as to any provision authorized to be contained therein shall be and shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. In case of the adoption and approval of any supplemental resolution, express reference may be made thereto in the text of any Bonds issued thereafter, if deemed necessary or desirable by the Board.
DEFEASANCE
Defeasance. If the University shall pay or provide for the payment of the entire indebtedness on all Series 2008 Bonds outstanding in any one or more of the following ways:
by paying or causing to be paid the principal of (including redemption premium, if any) and interest on all Series 2008 Bonds outstanding, as and when the same become due and payable;
by depositing with the Paying Agent, in trust, at or before maturity, moneys in an amount sufficient to pay or redeem (when redeemable) all Series 2008 Bonds outstanding (including the payment of premium, if any, and interest payable on such Bonds to the maturity or redemption date thereof), provided that such moneys, if invested, shall be invested in noncallable Government Obligations in an amount, without consideration of any income or increment to accrue thereon, sufficient to pay or redeem (when redeemable) and discharge the indebtedness on all Series 2008 Bonds outstanding at or before their respective maturity dates; it being understood that the investment income on such Government Obligations may be used for any other lawful purpose;
by delivering to the Paying Agent, for cancellation by it, all Series 2008 Bonds outstanding; or
by depositing with the Paying Agent, in trust, noncallable Government Obligations in such amounts as will, together with the income or increment to accrue thereon, without consideration of any reinvestment thereof, and any uninvested cash, be fully sufficient to pay or redeem (when redeemable) and discharge the indebtedness on all Series 2008 Bonds outstanding at or before their respective maturity dates, as an independent certified public accountant shall certify to the Paying Agent's satisfaction;
and if the University shall pay or cause to be paid all other sums payable hereunder by the University, and, if any of the Series 2008 Bonds are to be redeemed before their maturity, notice of such redemption shall have been given as in Section 3.2 provided or provisions satisfactory to the Paying Agent shall have been made for the giving of such notice, this Bond Resolution and the estate and rights granted hereunder shall cease, determine, and become null and void, and thereupon the Paying Agent shall, upon written request of the University, and upon receipt by the Paying Agent of a certificate of the Chief Operating Officer, each stating that in the opinion of the signers all conditions precedent to the satisfaction and discharge of this Bond Resolution have been complied with, forthwith execute proper instruments acknowledging satisfaction of and discharging this Bond Resolution and the lien hereof.
The University may at any time surrender to the Paying Agent for cancellation by it any Series 2008 Bonds previously authenticated and delivered, which the University may have acquired in any manner whatsoever, and such Series 2008 Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired.
Liability of University Not Discharged. Upon the deposit with the Paying Agent, in trust, at or before maturity, of money or Government Obligations in the necessary amount to pay or redeem all Series 2008 Bonds outstanding (whether upon or before their maturity or the redemption date of such Series 2008 Bonds) and compliance with the other payment requirements of Section 10.1, provided that if such Series 2008 Bonds are to be redeemed before their maturity, notice of such redemption shall have been given as in Section 3.2 provided, or provisions satisfactory to the Paying Agent shall have been made for the giving of such notice, this Bond Resolution may be discharged in accordance with the provisions hereof but the University's liability in respect of the Series 2008 Bonds shall continue provided that the Holders thereof shall thereafter be entitled to payment only out of the moneys or the Government Obligations deposited with the Paying Agent as aforesaid.
Provision for Payment of Particular Bonds. If the University shall pay or provide for the payment of the entire indebtedness on particular Series 2008 Bonds in any one or more of the following ways:
by paying or causing to be paid the principal of (including redemption premium, if any) and interest on such Series 2008 Bonds, as and when the same shall become due and payable;
by depositing with the Paying Agent, in trust, at or before maturity, moneys in an amount sufficient to pay or redeem (when redeemable) such Series 2008 Bonds (including the payment of premium, if any, and interest payable on such Series 2008 Bonds to the maturity or redemption date thereof), provided that such moneys, if invested, shall be invested in noncallable Government Obligations in an amount, without consideration of any income or increment to accrue thereon, sufficient to pay or redeem (when redeemable) and discharge the indebtedness on such Series 2008 Bonds at or before their respective maturity dates; it being understood that the investment income on such Government Obligations may be used for any lawful purpose;
by delivering to the Paying Agent, for cancellation by it, such Series 2008 Bonds; or
by depositing with the Paying Agent, in trust, noncallable Government Obligations in such amount as will, together with the income or increment to accrue thereon, and any uninvested cash, without consideration of any reinvestment thereof, be fully sufficient to pay or redeem (when redeemable) and discharge the indebtedness on such Series 2008 Bonds at or before their respective maturity dates, as an independent certified public accountant shall certify to Paying Agent's satisfaction;
and if the University shall also pay or cause to be paid all other sums payable hereunder by the University with respect to such Series 2008 Bonds, and, if such Series 2008 Bonds are to be redeemed before their maturity, notice of such redemption shall have been given as in Section 3.2 provided or provisions satisfactory to the Paying Agent shall have been made for the giving of such notice, such Series 2008 Bonds shall cease to be entitled to any lien, benefit or security under this Bond Resolution. The University's liability in respect of such Series 2008 Bonds, if any, shall continue but the Holders thereof shall thereafter be entitled to payment (to the exclusion of all other Bondholders) only out of the moneys or Government Obligations deposited with the Paying Agent as aforesaid.
MISCELLANEOUS
PROVISIONS
Effect of Covenants. All covenants, stipulations, obligations and agreements of the University and the Board contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the University and the Board to the full extent authorized by the Act or permitted by the Constitution of Virginia. All such covenants, stipulations, obligations and agreements shall be binding upon the successor or successors thereof from time to time and upon any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law.
No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future director, member, agent or employee of the University or the Board in his or her individual capacity, and no agency of the Commonwealth nor any officer thereof or of the University, present or future, executing the Series 2008 Bonds shall be liable personally on the Series 2008 Bonds or be subject to any personal liability or accountability by reason of the issuance thereof.
Successor Paying Agents or Registrars. Any bank or trust company authorized to do business in the Commonwealth may be appointed by the University as successor Paying Agent or Registrar hereunder and immediately upon acceptance of such appointment shall be deemed the successor of the Paying Agent or Registrar for the purposes of this Resolution. The University shall give notice to any Rating Agency of its appointment of any successor Paying Agent or Registrar. The reasonable fees and expenses of any such successor Paying Agent or Registrar shall be the sole obligation of the University and shall constitute a pledge of the Pledged Revenues prior to the Series 2008 Bonds, to the extent such fees and expenses are unpaid.
Manner of Giving Notice. Any notice, demand, direction, request or other instrument authorized or required by this Resolution to be given to or filed with the University or the Custodian shall be deemed to have been sufficiently given or filed for all purposes of this Resolution if and when sent by registered or certified mail, return receipt requested:
to the University, if addressed to the University of Virginia, P. O. Box 400210, Charlottesville, Virginia 22904-4210 (Attention: Vice President and Chief Financial Officer);
to the Custodian, if addressed to the State Treasurer of the Commonwealth of Virginia, 101 North 14th Street, Richmond, Virginia 23219;
to the Paying Agent and Registrar, if addressed to The Bank of New York, 385 Rifle Camp Road, West Patterson, New Jersey 07424, Attention: ___________;
to Moody's, if addressed to Moody's Investor Services, 99 Church Street, New York, New York 10007-2796, Attention: Structured Finance Group, Telecopier: (212) 553-4919;
to S&P, if addressed to Standard & Poor's, at 55 Water Street, 38th Floor, New York, New York 10041, Attention: Public Finance Department (Surveillance), Telecopier: (212) 438-2152; and
to Fitch, if addressed to Fitch Ratings, One State Street Plaza, New York, New York 10004, Attention: Municipal Structured Finance Group, Telecopier: (212) 635-0466.
Alternative Notice. If, because of the temporary or permanent suspension of publication of any newspaper or financial journal or suspension of the mails or for any other reason, the University, the Board or the Custodian shall be unable to give any notice required to be published or mailed by the provisions of this Resolution, the University, the Board or the Custodian, as the case may be, shall give such notice in such other manner as in the judgment of the Board or the Custodian shall most effectively approximate such publication thereof, and the giving of such notice in such manner shall for all purposes of this Resolution be deemed to be compliance with the requirement for the publication thereof.
Effect of Partial Invalidity. In case any one or more of the provisions of this Resolution or of the Series 2008 Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the Series 2008 Bonds, but this Resolution and the Series 2008 Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein. In case any covenant, stipulation, obligation or agreement contained in the Series 2008 Bonds or in this Resolution shall for any reason be held to be in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the University to the full extent permitted by law.
Governing Law. This Resolution is adopted with the intent that the laws of the Commonwealth shall govern its construction.
Completion of and Amendments to Bond Resolution; Approval, Execution and Delivery of Necessary and Appropriate Documents.
Prior to the delivery of the Series 2008 Bonds, in accordance with the University's debt policy, the University's Chief Financial Officer with the Chair of the Board's Finance Committee may authorize completion of and any revisions to this Bond Resolution which are not in conflict with the Authorizing Resolution or any future resolution by the Board, as shall be necessary to accurately reflect negotiations among the University, the Paying Agent, the Registrar, Moody's, S&P, Fitch and the Underwriters, with respect to the Series 2008 Bonds and the financing and/or refinancing of the Project and refunding of the Refunded Indebtedness, including, specifically and without limitation, the terms and provisions of the Series 2008 Bonds, the capital improvements to be financed and refinanced and the Refunded Indebtedness to be refunded. Certification of this Bond Resolution by the Secretary of the Board shall be conclusive evidence that the Chief Financial Officer and the Chair of the Board's Finance Committee have finally completed this Bond Resolution.
The University's Chief Operating Officer is authorized to negotiate, execute and deliver, in necessary and appropriate form, the following documents:
an Official Statement in preliminary and final forms relating to the offering of the Series 2008 Bonds for sale;
the Bond Purchase Agreement relating to the purchase of the Series 2008 Bonds; and
such other documents and instruments as he deems necessary or appropriate in connection with the issuance of the Series 2008 Bonds, including without limitation any interest rate swaps or other hedge mechanisms and any dedicated line of credit, standby bond purchase agreement or other liquidity facility related to the Series 2008 Bonds, so long as such documents and instruments do not conflict with the intent of this Resolution.
The distribution of such Official Statement, in preliminary and final forms, by the Underwriters is hereby authorized and approved.
Bond Delivery. All directors, officers and employees of the University are hereby authorized to take all actions necessary to accomplish the delivery of the Series 2008 Bonds to purchasers thereof.
Repeal of Inconsistent Provisions. Any prior resolutions or provisions of resolutions of the Board inconsistent with any provisions of this Resolution are hereby repealed.
Paying Agent Reliance. In the absence of negligence or willful misconduct on its part, the Paying Agent may conclusively rely, as to the truth and correctness of the statements and the correctness of opinions expressed therein, upon any written or electronically transmitted communication, notice, direction or other documents furnished to the Paying Agent pursuant to the Resolution that it reasonably believes to be genuine and correct and to have been signed or sent by the proper person or, when determined necessary in its reasonable discretion, upon the written opinion of any attorney or opinion or certification of an expert believed by it to be qualified in relation to the subject matter, and the Paying Agent shall not be under any duty to make any investigation or inquiry as to statements contained in or matters referred to in any such instrument.
EXHIBIT A
No. R-
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
THE RECTOR AND VISITORS OF THE
UNIVERSITY OF VIRGINIA
GENERAL REVENUE PLEDGE BOND
SERIES 2008
INTEREST RATE: |
MATURITY DATE: |
DATED DATE: |
CUSIP: |
____% |
June 1, ____ |
__________, 2008 |
|
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The Rector and Visitors of the University of Virginia (the "University"), an educational institution established by the Commonwealth of Virginia, for value received, hereby promises to pay, solely from the revenues provided therefor, as hereinafter set forth, to the registered owner named above, on the maturity date set forth above (or earlier as hereinafter set forth), upon the presentation and surrender hereof, the principal sum set forth above and to pay, solely from such revenues, interest thereon from the date hereof at the rate per annum set forth above, until payment of said principal sum. Both the principal of and the interest on this Series 2008 Bond are payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The principal or redemption price of this Series 2008 Bond shall be payable, upon surrender of this Series 2008 Bond, at the office of The Bank of New York, __________, __________, as Paying Agent and Registrar, or at the principal corporate trust office of any successor Paying Agent appointed pursuant to the Series 2008 Resolutions (hereinafter defined). Payment of interest on this Series 2008 Bond shall be made by check or draft mailed on the applicable Interest Payment Date to the registered owner as of the close of business on the 15th date of the month immediately preceding such Interest Payment Date (a "Record Date") at its address as it appears in the registration books of the Registrar appointed pursuant to the Series 2008 Resolutions. The term "Interest Payment Date" with respect to the Series 2008 Bonds means each June 1 and December 1, commencing December 1, 2008.
This Series 2008 Bond shall bear interest from the Interest Payment Date next preceding the date on which it is authenticated, unless this Series 2008 Bond is (a) authenticated before the first Interest Payment Date following the initial delivery of the Series 2008 Bonds, in which case it shall bear interest from its dated date, or (b) authenticated upon an Interest Payment Date, in which case it shall bear interest from such Interest Payment Date; provided, however, that if at the time of authentication of this Series 2008 Bond interest is in default, this Series 2008 Bond shall bear interest from the date to which interest has been paid. Interest on this Series 2008 Bond shall be computed on the basis of a 360-day year of twelve 30-day months.
The University shall not be obligated to pay the principal of or interest on this Series 2008 Bond except from the Pledged Revenues of the University and other legally available moneys, all as provided in the Series 2008 Resolutions. "Pledged Revenues" are all of the revenues now or hereafter lawfully available to the University which are not required by law, by binding contract entered into prior to the adoption of the Series 2008 Resolutions or, in certain circumstances described in the Series 2008 Resolutions, by binding contract entered into subsequent to the date of the Series 2008 Resolutions, to be devoted to some other purpose. This Series 2008 Bond and the interest hereon shall not be deemed to constitute a debt or liability of the Commonwealth of Virginia, legal, moral or otherwise. Neither the Commonwealth of Virginia nor the University shall be obligated to pay the principal of or interest on this Series 2008 Bond or other costs incident hereto except from the sources noted above, and neither the faith and credit nor the taxing power of the Commonwealth of Virginia are pledged to the payment of the principal of or interest on this Series 2008 Bond or other costs incident hereto.
This Series 2008 Bond is one of a duly authorized issue of Bonds of the University aggregating ____________________ ($__________) in principal amount, known as "General Revenue Pledge Bonds, Series 2008" (the "Series 2008 Bonds"), issued pursuant to resolutions adopted by the Board of Visitors of the University (the "Board") on April __, 2008 (the "Series 2008 Resolutions"). This Series 2008 Bond is issued and the Series 2008 Resolutions was adopted under and pursuant to the Constitution and laws of the Commonwealth of Virginia, particularly Chapter 4.10, Title 23, Code of Virginia of 1950, as amended (the "Act") to finance the costs of certain capital improvements at the University and to refund certain outstanding indebtedness of the University. Reference is hereby made to the Series 2008 Resolutions for the provisions, among others, with respect to the custody and application of the proceeds of Bonds issued under the Series 2008 Resolutions, the funds charged with and pledged to the payment of the interest on and the principal of the Series 2008 Bonds, the nature and extent of the security, the terms and conditions on which the Series 2008 Bonds are or may be issued, the rights, duties and obligations of the University and the rights of the holders of the Series 2008 Bonds. Capitalized terms not defined herein shall be as defined in the Series 2008 Resolutions. By the acceptance of this Series 2008 Bond, the holder hereof assents to all of the provisions of the Series 2008 Resolutions.
The Series 2008 Bonds maturing on or after June 1, 2019, are subject to optional redemption by the University on or after June 1, 2018, in whole or in part at any time (in any integral multiple of $5,000) at a redemption price equal to 100% of the principal amount of Series 2008 Bonds to be redeemed plus accrued interest to the redemption date.
The Series 2008 Bonds maturing on June 1, 20__, are subject to mandatory redemption by the University at a redemption price of 100% of the principal amount of Series 2008 Bonds to be redeemed, plus accrued interest, on June 1 in the following years and in the following amounts:
Year |
Amount |
|
|
|
|
|
|
________________________
* Final Maturity
This Series 2008 Bond is also subject to redemption in whole or in part on any date, at the option of the University, from the proceeds of casualty insurance or condemnation awards, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, plus accrued interest to the redemption date, if all or any part of the Project is damaged, destroyed or taken through the exercise of the power of eminent domain and the University has determined not to use such proceeds to replace or rebuild the damaged, destroyed or taken property.
Subject to applicable procedures of the Securities Depository while the Series 2008 Bonds are held in book-entry only form by the Securities Depository, if less than all of the Series 2008 Bonds are to be called for redemption, the Series 2008 Bonds to be redeemed shall be selected by the University in such manner as the University in its discretion may determine.
If any of the Series 2008 Bonds or portions thereof are called for redemption, the Paying Agent shall mail a notice of the call for redemption, identifying the Series 2008 Bonds or portions thereof to be redeemed, not less than 30 nor more than 60 days prior to the redemption date, to the registered owner of each Series 2008 Bond to be redeemed, at its address as it appears on the registration books kept by the Registrar. Provided funds for their redemption are on deposit at the place of payment on the redemption date, all Series 2008 Bonds so called for redemption shall cease to bear interest on such date, shall no longer be secured by the Pledged Revenues and shall not be deemed to be outstanding under the terms of the Series 2008 Resolutions. If a portion of this Series 2008 Bond is called for redemption, a new Series 2008 Bond in principal amount equal to the unredeemed portion hereof will be issued to the registered owner upon the surrender hereof.
This Series 2008 Bond is transferable by the registered owner, in person or by its attorney duly authorized in writing, at the office of the Registrar, upon presentation of a written instrument of transfer and surrender of this Series 2008 Bond to the Registrar for cancellation. Upon the transfer, a new Series 2008 Bond or Bonds of the same aggregate principal amount, maturity date and interest rate will be issued to the transferee. No transfer will be effective unless represented by such surrender and reissue. This Series 2008 Bond may also be exchanged at the office of the Registrar for a new Series 2008 Bond or Bonds of the same aggregate principal amount, maturity date and interest rate without transfer to a new registered owner. Exchanges and transfers will be without expense to the holder except for applicable taxes or other governmental charges, if any. The Registrar shall not be required to transfer or exchange any Series 2008 Bond selected or called for redemption pursuant to the provisions hereof or from a Record Date through the next succeeding Interest Payment Date. All Bonds delivered in exchange or transfer shall be dated so that neither gain nor loss results from the transfer or exchange.
The University, the Paying Agent and the Registrar may treat the registered owner as the absolute owner of this Series 2008 Bond for all purposes, notwithstanding any notice to the contrary.
Neither the members of the Board nor any person executing this Series 2008 Bond are liable personally hereon or subject to any personal liability or accountability by reason of the issuance hereof.
This Series 2008 Bond will not be valid until the Certificate of Authentication has been signed by the Registrar.
The holder of this Series 2008 Bond shall have no right to enforce the provisions of the Series 2008 Resolutions or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Series 2008 Resolutions, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Series 2008 Resolutions.
All acts, conditions and things required by the Constitution and laws of the Commonwealth of Virginia and by the rules and regulations of the Board to happen, exist and be performed precedent to and in the issuance of this Series 2008 Bond have happened, exist and have been performed as so required.
IN WITNESS WHEREOF, The Rector and Visitors of the University of Virginia has caused this Series 2008 Bond to be issued and caused this Series 2008 Bond to bear the manual or facsimile signatures of its Executive Vice President and Chief Operating Officer and its official seal to be impressed, imprinted, reproduced or lithographed hereon, all as of ____________, 2008.
[SEAL] _________________________________________
Executive Vice President and
Chief Operating Officer of
the University of Virginia
CERTIFICATE OF AUTHENTICATION
This Series 2008 Bond is one of the Bonds described in the within mentioned Series 2008 Resolutions.
Date of Authentication: ____________________, as Registrar
__________, ____
________________________________
Authorized Signatory
FORM OF ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell, assigns and transfers unto ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
[Please print or typewrite name and address, including zip code, of Transferee]
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBERS OF TRANSFEREE
___________________________________________
___________________________________________
the within Bond and all rights, thereunder, and hereby irrevocably constitutes and appoints __________________________________________________ attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated: ______________________
______________________________
Registered Owner
The signature above must correspond to the name of the Registered Owner as it appears on the front of this Series 2008 Bond in every particular, without alteration or enlargement or any change whatsoever.
Signature Guaranteed:
______________________________
Notice: Signature(s) must be
guaranteed by a member firm of
the New York Stock Exchange or
a commercial bank or trust
company.
EXHIBIT B
REQUISITION VOUCHER
Voucher No. ________
State Treasurer
Commonwealth of Virginia
101 North 14th Street
Richmond, Virginia 23219
Attention: Treasury Department
or
[Other Custodian Address]
This Voucher is submitted in connection with the Series 2008 Resolutions (the "Series 2008 Resolutions") adopted on April __, 2008 by the Board of Visitors of The Rector and Visitors of the University of Virginia (the "University"). The Series 2008 Resolutions authorizes the issuance of general revenue pledge bonds of the University as Series 2008 Bonds (the "Series 2008 Bonds"). The undersigned requests payment of the following obligation or obligations from the "Construction Fund") pursuant to Section 4.2 of the Series 2008 Resolutions.
Payee:
Address:
Amount to be paid:
Purpose (in reasonable detail) for which the obligations(s) to be paid was incurred:
The undersigned certifies that:
The obligation stated on the requisition has been incurred to pay the Cost of the Project, each item is a proper charge against the appropriate Construction Fund and is a cost permitted under the Act and the obligation has not been the basis for a prior requisition which has been paid; and
At the date of this certificate, no Event of Default has occurred which has not been cured or waived, and no event exists which, with notice or lapse of time or both, would constitute an Event of Default.
Unless otherwise defined, each capitalized term used in this Requisition shall have the meaning given it in the Series 2008 Resolutions.
Date: ____________________
THE RECTOR AND VISITORS OF UNIVERSITY OF VIRGINIA,
Authorized Officer
By: ____________________________________
Title: ____________________________________
FINANCIAL STANDARDS
2006-07 PERFORMANCE
UNIVERSITY OF VIRGINIA
FINANCIAL STANDARDS
2006-2007 Performance
Measure: An unqualified opinion from the Auditor of Public Accounts (APA) upon the audit of the public institution’s financial statements
Result: Unqualified opinion received on statements for year ended June 30, 2007.
Measure: No significant audit deficiencies attested to by the APA
Result: No significant audit deficiencies in the APA’s internal control report for the year ended June 30, 2007.
Measure: Substantial compliance with all financial reporting standards approved by the State Comptroller
Result: Completed.
Measure: Substantial attainment of accounts receivable standards approved by the State Comptroller, including but not limited to, any standards for outstanding receivables and bad debts
Result: Standard is accounts greater than 120 days past due must be less than 10 percent of total receivables. At June 30, 2007 accounts more than 120 days past due were 8.8 percent of total receivables.
Measure:
Substantial attainment of accounts payable standards approved by the
State Comptroller including, but not limited to, any standards for
accounts payable past due.
Result:
Prompt pay standard is 95 percent of bills accepted and on time. For
2006-2007, performance was 99 percent prompt pay.
Measure: Institution complies with a debt management policy approved by its governing board that defines the maximum percent of institutional resources that can be used to pay debt service in a fiscal year, and the maximum amount of debt that can be prudently issued within a specified period.
Result: UVa has a Board of Visitors-approved debt policy, with which we are in compliance. This policy was held up as a best practice in a very recent State Auditor report on debt statewide.
UNIVERSITY OF VIRGINIA
HUMAN RESOURCES
2006-2007 Performance Measures
General Accountability Measures
No material audit findings
Compliance with Board of Visitors approved restructuring policy
Compliance with Restructuring Act reporting requirements
Specific Performance Measures
Measure |
Benchmark |
FY 2005-2006 Baseline |
FY 2006-2007 |
Percentage of turnover as an indicator of staff stability and staff satisfaction |
Average percentage turnover rate should trend with College and University Personnel Administrators ("CUPA")-Human Resources ("HR") benchmark.
2001 CUPA Benchmarks: Average range of 9 percent - 11 percent |
10.9 percent |
10.5 percent |
Internal transfers/ promotions as a percentage of total number of hires as a measure of the extent to which the institution hires or promotes from within |
Percentage rate should be equal to or greater than CUPA-HR benchmark
2001 CUPA Benchmarks: Average range of 18 percent - 41 percent |
58.8 percent |
54.0 percent |
Average number of days to classify new positions or reclassify a staff position as a measure of effectiveness of the classification process |
Average should be equal to or less than CUPA-HR benchmark.
2001 CUPA Benchmarks: Average range of 7 – 16 days |
33 days |
17 days |
Measure |
Benchmark |
FY 2005-2006 Baseline |
FY 2006-2007 |
Average number of days to hire staff, from recruitment posting to the candidate's acceptance or effective date of hire (start date) |
Trend data against baseline average in 2005-2006.
|
74 days **
** Candidate acceptance date |
75 days |
Compliance with Restructuring Act election provisions |
Track percent of (i) total employees who are participating in the state HR system and (ii) current employees who have elected to participate in the institutional HR system |
N/A |
N/A |
UNIVERSITY OF VIRGINIA
Procurement and Surplus Personal Property
2006-2007 Performance Measures
General Accountability Measures
Compliance with current and/or revised Commonwealth management standards, including prompt pay compliance and no material audit findings
Compliance with Board of Visitors approved restructuring policy and procurement rules document
Specific Performance Measures
Measure |
Benchmark |
FY 2005-2006 Baseline |
FY 2006-2007 |
Goals established in the plan submitted to the state under current law for Small, Woman-owned and Minority-owned procurement. Performance will be reported quarterly. |
Accomplishment of goals and improvement on previous performance |
Plan: 36 percent Actual: 41.8 percent Actual to Plan: 116 percent SWaM dollars: $109,438,308
|
40 percent 43.3 percent 108 percent $130,128,786
|
Maximize operational efficiencies and economies through the adoption of best practices for electronic procurement |
Increased use of electronic procurement as measured by dollar value |
$219,485,503 in spend sent to eVa
|
$315,114,341 in spend sent to eVa
|
Volume of cooperative procurements
|
Measure increase in the number of existing contracts renewed and new contracts over the number of current contracts |
493
|
615
|
Vendor protests with a legal basis for the protest |
Number of such vendor protests as compared to 2005-2006 |
0
|
0
|
UNIVERSITY OF VIRGINIA
INFORMATION TECHNOLOGY
2006-2007 Performance Measures
General Accountability Measures
Campus infrastructure supporting the expansion of cutting-edge research and new forms of instruction consistent with peer research institutions
Facilities and support for high performance computing and communications and large scale (i.e. peta-scale) data repositories consistent with peer research institutions
Compliance of institution’s security programs with professional best practices
Development and implementation of up-to-date institutional information technology strategic plan
Compliance with Board of Visitors approved restructuring policy
Specific Performance Measures
Measure |
Benchmark |
FY 2005-2006 Baseline |
FY 2006-2007
|
Major information technology projects will be completed on approved schedules and within approved budgets |
Projects are completed on time and within budget at a rate that matches industry |
None completed
|
100 percent compared to the 2006 industry average of 35 percent1. One major project, UVa Marketplace, was completed. The Pre-implementation Phase of the Student Systems Project was also completed. Both were on time and within budget. |
All faculty and students have convenient access to a distributed learning and collaboration environment, with course management systems in support of such services as online content; student information and library systems upgraded as major changes in technology warrant2 |
Percent (based on individual university metric) of all courses utilizing technically up-to-date course management systems |
96.8 percent of UVa's fall 2005 & spring 2006 courses utilized course management systems.
7,998 unique users of MyUVa portal
|
95.5 percent of UVa’s Fall 2006 & Spring 2007 courses utilizing course management systems.
31.8 percent of UVa’s College at Wise’s Fall 2006 & Spring 2007 courses utilizing course management systems.
8,660 unique users of MyUVa Portal
3,602 unique users of the “Collab” collaborative environment |
Institutions will leverage their collective expertise to save money and help strengthen security programs |
There is evidence of collaboration among institutions, such as the Higher Education Virginia Alliance for Security Computing and Networking (VA SCAN) |
Engaged in these significant collaborations:
|
Engaged in these significant collaborations:
|
The institution complies with policies for the procurement of information technology goods and services, including professional services, that are consistent with the requirements of §23‑38.110 of the Restructured Higher Education Financial and Administrative Operations Act and that include provisions addressing cooperative arrangements for such procurement as described in §23-38.110 |
Results of external and internal audits indicate compliance |
IT goods and services are procured in compliance with the appropriate policies.
No audit findings
|
IT goods and services are procured in compliance with the appropriate policies.
|
UNIVERSITY OF VIRGINIA
FINANCE AND ACCOUNTING
2006-2007 Performance Measures
General Accountability Measures
Compliance with current and/or revised Commonwealth management standards, including unqualified audit opinion and no material audit findings
Compliance with Board of Visitors approved restructuring policy
Maintain an independent and effective internal audit function reporting directly to the Board of Visitors and have no significant internal audit findings
Specific Performance Measures
Measure |
Benchmark |
FY 2005-2006 Baseline |
FY 2006-2007 |
Stability of tuition and fee increases over time |
Trend in-state undergraduate tuition and fee percentage increases from 1990-2005 compared to percentage increases over the timeframe of the six-year plan |
See graph attached |
See graph attached |
Bond rating from at least one of three rating agencies |
An unenhanced rating received in the last three years within the double–A range or better from either Moody’s, S&P, or Fitch |
AAA |
AAA |
Annualized investment returns earned on operating cash balances invested by the institution over a rolling three-year period |
The annualized yield on the 91-day Treasury Bill Index over a rolling three-year period |
Not applicable |
The one-year return for the fiscal year, 7/1/06 to 6/30/07, on operating cash was 5.46 percent. Comparatively, the one-year return on the 91-day T-bill was 5.21 percent. |
Debt burden ratio (actual annual debt service on long-term debt, excluding commercial paper or other bond anticipation notes, divided by total operating expenses) |
Equal to or less than 7 percent |
1.95 percent |
2.18 percent |
Write off of bad debts from tuition, fees, room, and board charges |
Less than or equal to 1 percent of prior year's operating revenues, over a rolling three-year period |
.006 percent |
.004 percent |
Percentage of recovery of delinquent accounts receivable sent to outside collection agencies or litigation |
Greater than or equal to 10 percent of dollar value of the accounts referred to collection agencies, averaged over the last three years |
16.35 percent |
17.02 percent |
Amount of need-based financial aid for undergraduate Virginia students |
Trend data against a baseline calculation in 2005-2006 |
$20,685,551 |
$21,840,299 |
Amount of need-based grants for undergraduate Virginia students |
Trend data against a baseline calculation in 2005-2006 |
$14,215,897 |
$16,007,299 |
UNIVERSITY OF VIRGINIA
CAPITAL OUTLAY, LEASES, AND REAL ESTATE
2006-2007 Performance Measures
General Accountability Measures
No material audit findings
Compliance with Board of Visitors-approved restructuring policy
Regular reports to the Board of Visitors by designated building official related to his/her duties as official responsible for project compliance with building code. The building official has direct access to the Board of Visitors.
Compliance with the Restructuring Act’s reporting requirements for all Board of Visitors project authorizations
All Certificates of Use issued subsequent to the State Fire Marshal’s favorable occupancy report
Specific Performance Measures
Measure |
Benchmark |
FY 2005-2006 Baseline |
FY 2006-2007
|
Number of days on average for institution to process change orders locally |
25 days |
4 days
|
3 days 285 change orders processed (total value of $20,201,218) 22 days saved on average $121,760 total cost savings |
Number of days on average for institution to complete full code and fire and life safety reviews |
71 days for new construction 42 days for renovation and infrastructure3 |
11 days
|
11 days on average to complete code review. 16 days on average for new construction; 8 days for renovation.
Total cost savings: $280,078 for new construction $112,078 for renovation |
Number of days saved by Board of Visitors approval of NGF projects compared to state approval |
Number of days that would have been required from Board of Visitors approval to: a) Appropriation Act effective date OR b) Governor emergency approval |
Not applicable
|
Wise Chancellor’s residence (cost $1 million) 221 days saved (compared to legislative process) 60 days saved (compared to Governor's emergency process)
McCue renovations (cost $3 million) 506 days saved (compared to legislative process) 60 days saved (compared to Governor's emergency process)
Total cost savings $476,430 over legislative process $65,752 over Governor's emergency process |
Average number of days for institution to approve a lease |
Average number of days for Real Estate Services to approve a lease (UVa and VT proxy data) 187 days before delegation |
Not available
|
11 days (average for 15 leases)
|
1 Source: Standish Group 2006 CHAOS Survey
2 The University is currently piloting new tools, such as "Collab," for support of the learning and collaboration environment. Because of this planned migration to newer tools, usage statistics for the legacy course management systems will decline and those for the new capabilities will rise over time.
3 No recent Bureau of Capital Outlay Management UVa review history as UVa has been completing delegated code reviews since 1996. This also represents review of CDs only.