University of Virginia Library

Final Meeting

The Board began its customary Final Meeting, in Open Session, at 3:40 p.m.

The following resolutions were adopted:

DEMOLITION OF WEST GARAGE AND EAST END SUBSTATION
(approved by the Buildings and Grounds Committee on October 4, 2007)

WHEREAS,The West Garage (Building Number 207-1144), and the East End Substation (Building Number 207-7139) must be demolished to facilitate the construction of the Emily Couric Clinical Cancer Center; and

WHEREAS,the Art and Architectural Review Board and the Department of Historic Resources, agencies of the Commonwealth, have approved the removal of these structures;

RESOLVED, the removal of structures 207-1144 and 207-7139 is approved by the Board of Visitors; and

RESOLVED FURTHER, the Executive Vice President and Chief Operating Officer is authorized to execute any and all documents pertaining to the removal of these buildings.

DEMOLITION OF FACULTY HOUSES AT THE UNIVERSITY OF VIRGINIA'S COLLEGE AT WISE
(approved by the Buildings and Grounds Committee on October 4, 2007)

WHEREAS,two faculty houses (246-8373 and 246-8374) at The University of Virginia's College at Wise must be demolished to facilitate the construction of a new student residence hall; and

WHEREAS,the Art and Architectural Review Board and the Department of Historic Resources of the Commonwealth have approved the removal of these structures;

RESOLVED, the removal of structures 246-8373 and 246-8374 is approved by the Board of Visitors; and

RESOLVED FURTHER that the Executive Vice President and Chief Operating Officer is authorized to execute any and all documents pertaining to the removal of the aforementioned buildings.

APPROVAL OF A PERMANENT EASEMENT TO RELOCATE OVERHEAD
ELECTRICAL WIRES FOR THE VALLEY ROAD CUL DE SAC
(DOMINION VIRGINIA POWER)
(approved by the Buildings and Grounds Committee on October 4, 2007)

RESOLVED, the Board approves the granting of a permanent easement to Dominion Virginia Power to relocate overhead lines, poles, and equipment to facilitate the construction of the Valley Road cul de sac, in the vicinity of Valley Road, on property owned by The Rector and Visitors of the University of Virginia; and

RESOLVED FURTHER that appropriate officers of the University are authorized to execute said easement.

APPROVAL OF PERMANENT EASEMENT FOR A PEDESTRIAN WALKWAY
TO CONNECT VALLEY ROAD AND BRANDON AVENUE (CITY OF
CHARLOTTESVILLE)
(approved by the Buildings and Grounds Committee on October 4, 2007)

RESOLVED, the Board of Visitors approves the granting of a permanent easement to the City of Charlottesville for a permanent pedestrian walkway to connect Valley Road and Brandon Avenue, on property owned by The Rector and Visitors of the University of Virginia; and

RESOLVED, that appropriate officers of the University are authorized to execute said easements.

APPROVAL OF THE BOARD OF VISITORS REPRESENTATIVES TO THE
GOVERNING BOARDS OF UNIVERSITY-RELATED FOUNDATIONS
(approved by the External Affairs Committee on October 5, 2007)

RESOLVED that the following persons are ratified or confirmed as representatives of the Board of Visitors to the governing boards of the following University-Related Foundations:

                   

Foundation	Board of Visitors Representative	Term Ending
Alumni Association of the University of Virginia	Glynn D. Key	05/30/08
Alumni Board of Trustees of the University of Virginia Endowment Fund	J. Davis Hamlin	12/31/08
The College Foundation of the University of Virginia	Timothy B. Robertson	12/31/08
The University of Virginia's College at Wise Alumni Association and Wise Foundation	Don R. Pippin	06/30/11
Curry School of Education	Lewis F. Payne	06/30/11*
Darden School Foundation	Thomas F. Farrell, II	12/31/09
Foundation of the State Arboretum at Blandy Experimental Farm	Megan Raymond	12/31/10*
Healthcare Partners, Inc.	E. Darracott Vaughan, Jr., M.D.	06/30/10
University of Virginia Health Services Foundation	E. Darracott Vaughan, Jr., M.D.	12/31/08

                               

Foundation	Board of Visitors Representative	Term Ending
Jefferson Institute for Lifelong Learning (JILL)	Alexander G. Gilliam, Jr.	12/31/09*
Jefferson Scholars Foundation	Thomas F. Farrell, II	06/30/11*
Law School Alumni Association and Law School Foundation, University of Virginia	Gordon F. Rainey, Jr.	12/31/08
McIntire School of Commerce Foundation	Thomas F. Farrell, II	06/30/11*
Medical School Alumni Association and Medical School Foundation, University of Virginia	Sam D. Graham, Jr., M.D.	05/31/09
Miller Center Foundation	W. Heywood Fralin	06/30/09 *
Patent Foundation, University of Virginia	G. Slaughter Fitz-Hugh, Jr.	06/30/11*
Rare Book School	Karin Wittenborg	12/31/09
School of Architecture Foundation	Susan Y. Dorsey	06/30/11
University of Virginia Foundation and Subsidiaries	G. Slaughter Fitz-Hugh, Jr.	06/30/11*
University of Virginia Health Foundation	E. Darracott Vaughan, Jr., M.D.	06/30/11
University of Virginia Investment Management Corporation	John O. Wynne	06/30/08
Virginia Engineering Foundation	Kenneth M. Humphries	12/31/09
Virginia Athletic Foundation	Daniel R. Abramson**	12/31/11*
Virginia Tax Foundation, Inc.	Joseph E. Gibson	12/31/08



• *Denotes ratification required by the Board of Visitors
• **Craig K. Littlepage will serve as the BOV Representative until 12/01/07

APPROVAL OF RESET OF ENDOWMENT SPENDING RATE
(approved by the Finance Committee on October 4, 2007)

WHEREAS,the University's current endowment spending policy, approved by the Board of Visitors in March 2005, calls for a percentage increase in the annual distribution from the endowment, unless such increase causes the distribution to fall outside a range defined as 3.5 percent on the low end and 5.5 percent on the high end of the market value of the Pooled Endowment Fund; and

WHEREAS,the policy specifies that if the distribution falls outside of this range, the Finance Committee may recommend either raising or lowering the rate of increase; and

WHEREAS,the distribution for fiscal year 2007-2008 as a percentage of market value at June 30, 2007, is 3.5 percent;

RESOLVED that for fiscal year 2007-2008, the endowment spending rate for all shares will be adjusted to 4.5 percent of the market value at June 30, 2007; and

RESOLVED FURTHER that the deans shall work jointly with the Executive Vice President and Provost to determine and carry out plans for expending these funds in ways that meet strategic school and institutional priorities and that are consistent with donor restrictions.

APPROVAL OF THE AUDIT CHARTER
(approved by the Audit and Compliance Committee on October 4, 2007)

RESOLVED that the Audit Charter is approved as recommended by the Audit and Compliance Committee.

APPROVAL TO EXPAND THE INFORMATION TECHNOLOGY
ENGINEERING BUILDING, EXPAND THE IVY TRANSLATIONAL
RESEARCH CENTER, AND CONSTRUCT A NEW PHYSICAL/LIFE
SCIENCES FACILITY
(approved by the Buildings and Grounds Committee on October 4, 2007)

WHEREAS,the University of Virginia desires to increase available research and laboratory space to meet long-term objectives to increase research in medicine, engineering, and the sciences; and

WHEREAS,the University has developed a comprehensive science initiative to increase previously planned construction at the Information Technology Engineering Building to approximately 100,000 gross square feet and at the Ivy Translational Research Center to approximately 100,000 gross square feet and to construct a new approximately 100,000 gross square foot physical/life sciences facility; and

WHEREAS,the University intends to issue $19.6 million in debt for the expansion of the Information Technology Engineering Building project; $58.3 million in debt for the expansion of the Ivy Translational Research Center; and $88.9 million in debt for the construction of the physical/life sciences facility;

RESOLVED, the Board of Visitors approves the addition of the projects to the University's capital program.

APPROVAL OF STATE OPERATING BUDGET REQUESTS FOR THE
2008-2010 BIENNIUM FOR THE ACADEMIC DIVISION, THE
MEDICAL CENTER, AND THE UNIVERSITY OF VIRGINIA'S
COLLEGE AT WISE
(approved by the Finance Committee on October 4, 2007)

WHEREAS,the instructions for submitting the 2008-2010 budget requests to the Governor have not yet been received; and

WHEREAS,the proposed 2008-2010 biennial budget requests have been reviewed carefully; and

WHEREAS,the proposed biennial budget requests represent the highest priority initiatives and are aligned with the mission of the institution;

RESOLVED that the Board of Visitors of the University of Virginia approves the 2008-2010 biennial budget requests accompanying this resolution and outlined as shown in Attachment A; and

RESOLVED FURTHER that the Board of Visitors understands that to the extent these initiatives are not included in the Governor's 2008-2010 biennial budget, the Academic Division, the Medical Center, and The University of Virginia's College at Wise may want to pursue similar requests to the Legislature; and

RESOLVED FURTHER that the Executive Vice President and Chief Operating Officer is authorized to transmit to the General Assembly any request not funded by the Governor as long as there are no material differences from the items already endorsed by the Board of Visitors.

APPROVAL OF PROJECT BUDGET AND SCOPE MODIFICATION
AND INTENT TO ISSUE TAX EXEMPT DEBT TO EXPAND THE
INFORMATION TECHNOLOGY ENGINEERING BUILDING, EXPAND
THE IVY TRANSLATIONAL RESEARCH CENTER, AND CONSTRUCT
A NEW PHYSICAL/LIFE SCIENCES FACILITY
(approved by the Finance Committee on October 4, 2007)

WHEREAS,the University of Virginia desires to increase available research and laboratory space to meet long-term objectives to increase research in medicine, engineering, and the sciences; and

WHEREAS,the University has developed a comprehensive science initiative to increase previously planned construction at the Information Technology Engineering Building to approximately 100,000 gross square feet and at the Ivy Translational Research Center to approximately 110,000 gross square feet and to construct a new approximately 100,000 gross square foot physical/life sciences facility; and

WHEREAS,the precise source of debt repayment is being developed and will be identified and confirmed with the Board of Visitors;

RESOLVED, the Board of Visitors approves in concept the issuance of tax exempt debt in the amounts of $19.6 million for the expansion of the Information Technology Engineering Building; $58.3 million for the expansion of the Ivy Translational Research Center; and $88.9 million for the construction of the physical/life sciences facility.

APPROVAL OF PROJECT BUDGET MODIFICATION AND INTENT
TO ISSUE TAX EXEMPT DEBT: STADIUM WATERPROOFING
(approved by the Finance Committee on October 4, 2007)

RESOLVED, as a result of further study, the Scott Stadium Waterproofing project budget, which has increased by $2.3 million for a total of $4.7 million, is approved.

RESOLVED FURTHER that the Board of Visitors approves the University's intent to issue tax-exempt debt, of up to $4.7 million to be repaid over a period of not longer than five years from the distribution on the Scott Stadium Quasi-Endowment, for the purpose of funding the Scott Stadium Waterproofing project.

APPROVAL OF THE COLLEGE AT WISE STADIUM DEBT PLAN
(approved by the Finance Committee on October 4, 2007)

WHEREAS,in 1998, the University granted the College at Wise a four-year, $3 million loan to provide temporary financing in anticipation of gift receipts for the construction of a new football stadium; and

WHEREAS,in April 2001 the Board of Visitors approved an amendment to this loan, extending its due date to December 2009; and

WHEREAS,the College has determined that available sources of funds will be insufficient to repay the remaining outstanding balance of $1.56 million on the loan by its December 2009 due date and requests the University to restructure this loan to provide a solution that better matches the College's ability to repay and avoids placing the burden of this debt on students through tuition and fee increases; and

WHEREAS,the University and the College have drafted a solution calling for an immediate partial repayment of the outstanding loan in the amount of $949,000 and the creation of a new 15-year, amortizing loan for the approximately $611,000 remaining balance with annual debt service payments roughly equal to annual payments being made under the existing loan;

RESOLVED that the Board of Visitors approves a $949,000 partial repayment of the Wise Stadium loan and the creation of a new 15-year, amortizing loan for the remaining balance of approximately $611,000.

APPROVAL OF CASH MANAGEMENT AUTHORITY
(approved by the Finance Committee on October 4, 2007)

WHEREAS,the 2006 Restructuring Management Agreement grants the University the authority to invest all non-general fund cash if the performance metrics negotiated in the Agreement are met; and

WHEREAS,the 2007 investment legislation (23-76.1) allows the investment of local funds and all non-general fund reserves and balances in a variety of financial securities in addition to the instruments allowed by the Investment of Public Funds Act; and

WHEREAS,the University seeks to manage and invest cash in a prudent manner subject to the law, in order to obtain the best returns concomitant with acceptable risks that ensure liquidity requirements are met;

RESOLVED that the Vice President and Chief Financial Officer is authorized to invest the cash of and held by the University in the University of Virginia Investment Management Company (UVIMCO) long-term pool or in other investment vehicles as permitted by law, the cash to include but not be limited to working capital, operating reserves, employee health plan reserves, other academic division operating and capital reserves, and Medical Center working capital, operating and capital reserves including depreciation reserves;

RESOLVED FURTHER that the Vice President and Chief Financial Officer is granted the authority to distribute returns to major entities and to central reserves as appropriate.

APPROVAL OF PROPERTY ACQUISITION AND INTENT TO
ISSUE TAX EXEMPT DEBT
(approved by the Finance Committee on October 4, 2007)

WHEREAS,the University of Virginia finds it to be in its best interest to purchase 2400 Old Ivy Road and for this property to be occupied by the University of Virginia and related entities; and

WHEREAS,the University intends to issue tax exempt debt to fund the $5,916,500 acquisition cost of the building;

RESOLVED that the Board of Visitors approves the acquisition of 2400 Old Ivy Road; and

RESOLVED FURTHER that the Executive Vice President and Chief Operating Officer be authorized to approve and execute contracts and other documents, and to take such other actions as are necessary and appropriate to consummate this property acquisition.

MODIFICATION OF PRIOR APPROVAL FOR A LONG TERM ACUTE CARE HOSPITAL

WHEREAS,the Medical Center Operating Board at its May 11, 2006, and May 7, 2007 meetings and the Board of Visitors at its June 9, 2006, and June 7, 2007 meetings approved resolutions authorizing the University, on behalf of the University of Virginia Medical Center, to proceed with the development of a long term acute care hospital to be located on Ivy Road in Albemarle County. The resolution set a cap of $15 million on expenditures and authorized the creation of a joint venture for the long term acute care hospital; and

WHEREAS,the Medical Center desires to maximize the property site on which the long term acute care hospital will be located, and to construct a building that will include the long term acute care hospital as well as room for future growth and other related services; and

WHEREAS,the long term acute care hospital building is planned to be constructed partly on what is known as the Kirtley Property, which is on a long-term lease to the University, and partly on land adjacent to the Kirtley Property owned by the University of Virginia Health Services Foundation; and

WHEREAS,the University of Virginia Health Services Foundation has agreed to build the long term acute care hospital building on behalf of the Medical Center and lease it to the Medical Center, and a ground lease from the University to the Health Services Foundation for the Kirtley Property, and a lease from the Health Services Foundation to the Medical Center for the building thus are required; and

WHEREAS,the Medical Center formed a limited liability company to own the long term acute care hospital, a company that is no longer required;

RESOLVED, the May 11, 2006, and May 7, 2007 Medical Center Operating Board resolutions and the June 9, 2006, and June 7, 2007 Board of Visitors resolutions are modified to permit the University, on behalf of its Medical Center, to proceed with the creation and development of a building of approximately 67,000 square feet on Ivy Road in Albemarle County; the building will include a long term acute care hospital and room for future growth and other related services, with a cap of $24 million on expenditures; and

RESOLVED FURTHER, pursuant to Virginia Code Section 13.1-1070, the Board of Visitors approves the plan of merger, shown as Exhibit A hereto, of the University of Virginia/HealthSouth II, LLC into the University of Virginia; and

RESOLVED FURTHER, the Vice President and Chief Executive Officer of the Medical Center is authorized to negotiate this long term acute care hospital project, including the ground leasing and acquisition of real estate, the development and construction of the building to house the long term acute care hospital and the leasing of that building to the Medical Center, and to take appropriate steps to effect the merger; all as deemed necessary or appropriate by the Vice President and Chief Executive Officer, and to recommend such transaction to the Executive Vice President and Chief Operating Officer of the University for approval, with the concurrence of the Chair of the Medical Center Operating Board and the Chair of the Finance Committee; and

RESOLVED FURTHER, the Executive Vice President and Chief Operating Officer of the University is authorized to execute contracts and other documents, and to take such other actions as he deems necessary, for the creation and development of a long term acute care hospital and the building in which it will be located and to consummate the merger of the University of Virginia/Health South II, LLC into the University of Virginia.