DOCKET
BOARD OF VISITORS
February 8, 1997

1. CONSENT ITEMS

a. APPROVAL OF THE GRANTING OF AN EASEMENT TO THE CITY OF CHARLOTTESVILLE GAS DIVISION

The President will propose the adoption of the following resolution:

RESOLVED that the granting of a permanent easement, dated February 8, 1997, to the City of Charlottesville,Gas Division, to permit the supply of natural gas to the High Energy Physics building across property owned by The Rector and Visitors of the University of Virginia, is approved;

RESOLVED FURTHER that appropriate officers of the University are authorized to execute said dedication and easements.

b. APPROVAL TO CLOSE M.A. IN PUBLIC ADMINISTRATION DEGREE PROGRAM

The President will propose the adoption of the following resolution:

RESOLVED that the degree titled Master of Arts in Public Administration be discontinued upon graduation of those students presently enrolled in the program. A copy of this Resolution shall be transmitted to the State Council of Higher Education in Virginia.

c. AMENDMENT OF THE MEDICAL CENTER BUDGET, 1996-1997

The President will propose the adoption of the following resolution:

WHEREAS the Medical Center budget plan for 1996-97 anticipated the potential need to revise the budget after the beginning of the fiscal year;

WHEREAS the operating results through the first half of the fiscal year have yielded significant improvements in financial performance over the original budget; and

WHEREAS the Medical Center recommends adjustments in its budget to reflect improved revenues and additional expenditures to support operations, and the Health Affairs Committee of the Board of Visitors has heard and recommends approval of the proposed amendment;

RESOLVED that the Finance Committee approves the Medical Center's 1996-97 budget according to the following amendment.

d. VIRGINIA COLLEGE BUILDING AUTHORITY POOLED BOND PROGRAM

The President will propose the adoption of the following resolution:

WHEREAS, pursuant to Chapter 3.2, Title 23 of the code of Virginia of 1950, as amended (the 'Act'), the General Assembly of Virginia has authorized the Virginia College Building Authority (the 'Authority') to develop a pooled bond program (the 'Program') to purchase bonds and other debt instruments issued by public institutions of higher education in the Commonwealth of Virginia (the 'Institutions') to finance or refinance the construction of projects of capital improvement specifically included in a bill passed by a majority of those elected to each house of the General Assembly of Virginia (the 'Projects'); and

WHEREAS the Authority intends to issue from time to time under the Program its Education Facilities Revenue Bonds (Pooled Bond Program) (the 'Bonds') to finance the purchase of bonds and other debt instruments issued by the Institutions to finance or refinance the Projects, all in the furtherance of the purposes of the Act and the Program; and

WHEREAS, if The Rector and Visitors of the University of Virginia (the 'Institution') wish to finance or refinance a Project through the Program, it will be necessary for the Institution to enter into a Loan Agreement between the Authority and the Institution pursuant to which the Authority will agree to issue its Bonds to provide funds to purchase the Loan Agreement and Institution will agree to use the proceeds received from the Authority to finance or refinance the construction of the Project and to make payments in sums sufficient to pay, among other administrative and arbitrage rebate payments, the principle of, premium, if any, and interest due on that portion of the Bonds issued to purchase the Loan Agreement; and

WHEREAS, in order to finance or refinance the Parking for 600 Vehicles and Infrastructure Improvements (the 'First Project'), the Institution proposes to sell to the Authority its Loan Agreement (the 'First Loan Agreement'); and

WHEREAS there has been presented to the Board's Secretary a proposed form of the First Loan Agreement; and

WHEREAS it is the desire of the Board to approve the participation by the Institution in the Program and the execution and delivery of the First Loan Agreement on terms and conditions substantially in accordance with the form presented to the Board's Secretary and, similarly, to authorize officers of the Institution to execute and deliver in the name of and on behalf of the Institution, the First Loan Agreement and any and all documents necessary to effectuate the Program with the Authority and to facilitate the purchase of the Loan Agreement by the Authority; and

WHEREAS it is the desire of the Board to approve the further participation by the Institution in the Program and to authorize the execution and delivery of such other Loan Agreements on terms and conditions substantially similar to the First Loan Agreement and to similarly authorize certain officers of the Institution to execute and deliver in the name of and on behalf of the Institution, all Loan Agreements and any and all future documents necessary to effectuate the Program with the Authority and to facilitate the purchase of the Loan Agreements by the Authority; and

RESOLVED by The Board of Visitors of the Institution that the participation of the Institution in the Program is hereby approved, and the Executive Vice President and Chief Financial Officer is authorized to execute on behalf of the University the First Loan Agreement; and

RESOLVED FURTHER that the President of the Institution and/or the Executive Vice President and Chief Financial Officer of the Institution are hereby further delegated and invested with full power and authority to execute and deliver, on behalf of the Board, (a) the First Loan Agreement in substantially the form submitted to the Board's Secretary with such changes, insertions or omissions as may be approved by the President or the Executive Vice President and Chief Financial Officer, whose approval shall be evidenced conclusively by the execution and delivery of the First Loan Agreement and (b) any and all other documents, instruments of certificates as may be deemed necessary to consummate the Program, the construction of the First Project and the Institution's participation in the Program and further to carry out the purposes and intent of this resolution; and

RESOLVED FURTHER that the President of the Institution and/or the Executive Vice President and Chief Financial Officer of the Institution are hereby delegated and invested with full power and authority to execute and deliver, on behalf of the Board, (a) such future Loan Agreements in substantially the form of the First Loan Agreement with such changes, insertions or omissions as may be approved by the President or the Executive Vice President and Chief Financial Officer, whose approval shall be evidenced conclusively by the execution and delivery of the future Loan Agreement and (b) any and all other documents, instruments of certificates as may be deemed necessary to consummate the Program, the construction of the Projects and the Institution’s participation in the Program and further to carry out the purposes and intent of this resolution in the future, it being the intent of the Board that no further action on behalf of the Board shall be necessary to empower the President and/or the Executive Vice President and Chief Financial Officer of the Institution to execute and deliver such future Loan Agreements and other documents as may be deemed necessary in order for the Institution to participate in the Program in the future; and

RESOLVED FURTHER that the authorizations given above as to the execution and delivery of the First Loan Agreement are subject to the following parameters:

(a) that the principal amount to be paid under the First Loan Agreement shall not be greater than the amount authorized for the First Project by the General Assembly of Virginia, including any adjustments permitted by law;

(b) that the interest rate payable under the First Loan Agreement shall not exceed a 'true' or 'Canadian' interest cost more than 50 base points higher than the interest rate for 'AA' rated securities with comparable maturities, as reported by Delphis-Hanover, or another comparable service or index, taking into account original issue discount or premium, if any;

(c) that the weighted average maturity of the principal payments due under the First Loan Agreement shall not be in excess of 20 years;

(d) that the last principal payment date under the First Loan Agreement shall not extend beyond the period of the reasonably expected economic life of the First Project; and

(e) that the financing of the First Project and the terms and provisions of the First Loan Agreement will comply with the Alternative Construction and Financing Guidelines issued by the Commonwealth's Secretary of Finance; and

RESOLVED FURTHER that the authorizations given above as to the execution and delivery of any future Loan Agreements are subject to the following parameters:

(a) that the principal amount to be paid under such Loan Agreements shall not be greater than the amount authorized for the Projects by the General Assembly of Virginia, including any adjustments permitted by law;

(b) that the interest rate payable under the First Loan Agreement shall not exceed a 'true' or 'Canadian' interest cost more than 50 base points higher than the interest rate for 'AA' rated securities with comparable maturities, as reported by Delphis-Hanover, or another comparable service or index, taking into account original issue discount or premium, if any;

(c) that the weighted average maturity of the principal payments due under such Loan Agreements shall not be in excess of 20 years;

(d) that the last principal payment date under such Loan Agreements shall not extend beyond the period of the reasonably expected economic life of the Projects being financed; and

(e) that the financing of the Projects and the terms and provisions of such Loan Agreements will comply with the Alternative Construction and Financing Guidelines issued by the Commonwealth's Secretary of Finance; and

RESOLVED FURTHER that the Board acknowledges, on behalf of the Institution, that if the Institution fails to make any payments due under Loan Agreement, including the First Loan Agreement, the Program authorizes the State Comptroller to charge against the appropriations available to the Institution all future payments of principal of and interest on that Loan Agreement when due and payable and to make such payments to the Authority or its designee, as the holder of the Loan Agreement, so as to ensure that no future default will occur on such Loan Agreement; and

RESOLVED FURTHER that the Board agrees that if the Authority determines that the Institution is an 'obligated person' under Rule 15c2-12 of the Securities and Exchange Commission with respect to any issue of Bonds, the Institution will enter into a continuing disclosure undertaking in form and substance satisfactory to the Authority and the Institution and will comply with the provisions and disclosure obligations contained therein; and

RESOLVED FURTHER that this resolution shall take effect immediately upon its adoption.

e. PARKING REVENUE BONDS

The President will propose the adoption of the following resolution:

WHEREAS the United States Department of the Treasury has promulgated final regulations in 26 CFR Section 1.150-2 (the '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 bonds; and

WHEREAS The Rector and Visitors of the University of Virginia (the 'University'), from time to time, either issue bonds, pursuant to Article X, Section 9(d) of the Constitution of Virginia (the '9(d) Bonds') or participate in lending programs approved by the General Assembly of Virginia, the most recent program being that which authorized the Virginia College Building Authority to develop a pooled bond program (the 'Pooled Bond Program') to purchase bonds and other debt instruments issued by public institutions of higher education in the Commonwealth of Virginia to finance or refinance the construction of projects of capital improvements; and

WHEREAS the University now desires to make such a declaration of official intent, as required by the Regulations; and

RESOLVED that, pursuant to the Regulations, the University hereby declares its intent to reimburse expenditures in accordance with the following:

The University reasonably expects to reimburse expenditures incurred for the construction of the 'Parking Deck for 600 Vehicles and Infrastructure Improvements' Project (the 'Project') with proceeds from either the issuance of 9(d) Bonds to be issued by the University through the Treasury Board or from participation in the Pooled Bond Program. This resolution is a declaration of official intent under Section 1.150-2 of the Regulations. The maximum principal amount of bonds expected to be issued for the Project is $4.5 million.

2. ACTION ITEMS

a. APPROVAL OF ARCHITECTURAL DESIGN GUIDELINES FOR CONSTRUCTION OF THE HEALTH SCIENCES CENTER LIBRARY BASEMENT DEVELOP- MENT AND RENOVATION PROJECT

The President will propose the adoption of the following resolution:

RESOLVED that the architectural design guidelines, dated February 7, 1997, and prepared by Ayers/Saint/Gross of Baltimore, Maryland, for construction of the Health Sciences Library Basement Development and Renovation project, are approved;

RESOLVED FURTHER that the project shall be presented for further review at the schematic design level of development.

b. APPROVAL OF ARCHITECTURAL DESIGN GUIDELINES FOR CONSTRUCTION OF THE STUDENT HEALTH CENTER ADDITION AND RENOVATIONS PROJECT

The President will propose the adoption of the following resolution:

RESOLVED that the architectural design guidelines, dated February 7, 1997, and prepared by Tobey + Davis of Reston, Virginia, for the construction of the Student Health Center Addition and Renovations project, are approved;

RESOLVED FURTHER that the project shall be presented for further review at the schematic design level of development.

c. APPROVAL OF ARCHITECT SELECTION FOR THE RENOVATION OF THE SCIENCE BUILDING AT CLINCH VALLEY COLLEGE

The President will propose the adoption of the following resolution:

RESOLVED that the firm of VMDO Architects of Charlottesville, Virginia, is approved for the performance of architectural services for a feasibility study for the Renovation of the Science Building at Clinch Valley College;

RESOLVED FURTHER that, at the option of the Clinch Valley College Administration, the firm may later be retained to perform full and complete architectural/ engineering services.

d. APPROVAL OF ARCHITECT SELECTION FOR THE THORNTON HALL CLEAN ROOM LAB RENOVATION PROJECT

The President will propose the adoption of the following resolution:

RESOLVED that the firm of Kling-Lindquist of Washington, D.C., is approved for the performance of architectural and engineering services for the Thornton Hall Clean Room Lab Renovation project.

e. APPROVAL TO ESTABLISH THE M.ED. AND PH.D. DEGREES IN EDUCATIONAL POLICY STUDIES IN THE CURRY SCHOOL OF EDUCATION

The President will propose the adoption of the following resolution:

RESOLVED that the Master of Education (M.Ed.) and the Doctor of Philosophy (Ph.D.) Degrees in Educational Policy Studies be established in the Curry School of Education, subject to approval by the State Council of Higher Education.

f. APPROVAL OF NEW MILLER CENTER COUNCIL MEMBERS

The President will propose the adoption of the following resolution:

RESOLVED that the following persons be elected to the Council of the White Burkett Miller Center for Public Affairs, effective April 18, 1997:

Mrs. Betty Knight Scripps - for a term of two years
Mr. Paul H. O'Neill - for a term of three years
Mr. Gordon G. Phelps - for a term of five years.

g. EXPANSION OF ROLE OF BOAR'S HEAD ENTERPRISES, INC., TO INCORPORATE THE MANAGEMENT OF BIRDWOOD GOLF COURSE

The President will propose the adoption of the following resolution:

WHEREAS the Policy on University-Related Foundations stipulates that Foundations shall submit to the Board of Visitors for approval any proposed new business venture or change in the nature, purpose, or scope of Foundation activities that is substantial in nature, and outside of the normal function of the Foundation; and

WHEREAS the boards of Boar's Head Enterprises, Inc., ('BHE') and University of Virginia Auxiliary Services Foundation ('VASF') have discussed combining their operations; and

WHEREAS the University of Virginia Real Estate Foundation ('UREF'), the parent corporation of BHE, met on February 6, 1997, to consider expanding the role of BHE to include management of the Birdwood Golf Course;

RESOLVED that BHE's scope of activities be expanded to include the management of the Birdwood Golf Course and that VASF become a subsidiary of UREF.

h. APPROVAL OF INCREASE IN ENDOWMENT INCOME PER SHARE DISTRIBUTION RATES IN SUPPORT OF THE FACULTY SALARY PLAN

The President will propose the adoption of the following resolution:

WHEREAS it is the intent of the Finance Committee to make available resources to implement the plan to increase faculty salaries consistent with the actions taken by the Board of Visitors on November 9, 1996.

RESOLVED that the Executive Vice President and Chief Financial Officer be authorized to increase the Growth & Income Fund per share income distribution from the previously approved distribution of $46.04 to $51.16 per share for Fiscal Year 1996-97, contingent upon the overall increased distribution being used, at least in part, to support the planned faculty salary increases; and

RESOLVED FURTHER that the Executive Vice President and Chief Financial Officer be authorized to distribute $18.70 per share as the Balanced Fund income distribution for Fiscal Year 1996-97 in lieu of the previously approved distribution of $18.22, subject to the conditions set forth above.

[This resolution does not imply a requirement that the increased distribution resulting from each individual fund be used to support the planned faculty salary increase. Rather, that AT LEAST SOME OF THE AGGREGATE increased distribution be used to support the planned faculty salary increases].

i. AUTHORIZATION TO TRANSFER ENDOWMENT FUNDS FROM THE GROWTH AND INCOME FUND TO THE BALANCED FUND WHEN THE INCOME IS NEEDED FOR FACULTY SALARY INCREASES

The President will propose the adoption of the following resolution:

WHEREAS it is the intent of the Finance Committee to facilitate to the maximum extent practicable the use of appropriate endowment income in support of the faculty salary plan approved by The Board of Visitors on November 9, 1996; and

RESOLVED that any restricted endowment fund now invested in the Growth and Income Fund may be transferred to the Balanced Fund upon approval of the Executive Vice President and Chief Financial Officer provided that the donor’s restrictions allow for at least part of the income to be used to support faculty salary increases; and

RESOLVED FURTHER that the Executive Vice President and Chief Financial Officer is authorized to transfer from the Growth and Income Fund to the Balanced Fund any unrestricted endowments provided at least part of the income is to be used to support faculty salary increases; and

RESOLVED FURTHER that all transfers will be reported to the Board at its regularly scheduled meetings.

j. APPROVAL OF TRANSFER OF CURRIE ESTATE PROPERTY TO UNIVERSITY OF VIRGINIA FOUNDATION (UNIVERSITY OF VIRGINIA REAL ESTATE FOUNDATION)

The President will propose the adoption of the following resolution:

WHEREAS by deed of gift dated December 18, 1964, certain property (hereinafter 'Currie property') containing 207 acres, more or less, in Prince William County, Virginia, was conveyed by Kent D. Currie and Helen L. Currie to The Rector and Visitors of the University of Virginia; and

WHEREAS Section 4-4.01q. of the 1996 Virginia Acts of Assembly authorizes the Governor of Virginia to approve transfers of real estate to the affiliated real estate foundations of the public institutions of higher education in Virginia where he finds that the property was acquired with local or private funds or by gift or grant to or for the institution; and

RESOLVED, upon and subject to the approval of the Governor of Virginia as aforesaid, that The Rector and Visitors of the University of Virginia hereby authorize the transfer and conveyance of the said Currie property to the University of Virginia Real Estate Foundation for management on behalf of the University and with the stipulation that the said property may not be sold, assigned, transferred, mortgaged, liened, hypothecated or otherwise disposed of without the concurrence of the Board of Visitors for the University of Virginia, and that any sales proceeds will be applied to benefit the University as may be authorized hereafter by the Board of Visitors. Furthermore, the deed of conveyance shall additionally stipulate that the property shall be disposed of as may be further directed by the Board of Visitors, and no buildings or other structures shall be placed on or removed from the property without approval of the Board of Visitors for the University of Virginia; and

RESOLVED FURTHER that the Executive Vice President and Chief Financial Officer for the University of Virginia is authorized, upon securing the approval of the Governor of Virginia as aforesaid, to execute the appropriate deed or other documents approved by General Counsel necessary to effectuate the foregoing transfer and conveyance. The Executive Vice President and Chief Financial Officer is further authorized to approve and agree to such other terms and conditions regarding the Foundation’s management of the Currie property, including a fair and appropriate management fee to the Foundation for the care and oversight of the Currie property, the disposition of any rental income or leasing of the property within delegated authority, and providing for the payment of taxes and other reasonable and necessary carrying charges; and

RESOLVED FURTHER that the Board of Visitors may, at its discretion, invest funds in the improvement and repair of the property as may be necessary or advisable.

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