UNIVERSITY OF SOUTH ALABAMA
BOARD OF TRUSTEES MEETING
June 14, 2007
10:00 a.m.
A meeting of the University of South Alabama Board of Trustees was duly convened by
Mr. Donald L. Langham, Chair Pro Tempore, on Thursday, June 14, 2007, at 10:00 a.m. in the
Board Room of the Frederick P. Whiddon Administration Building.
Members Present:
Trustees Scott Charlton, Steven Furr, Cecil Gardner, Samuel Jones,
Donald Langham, Bettye Maye, Christie Miree, Bryant Mixon,
James Nix, John Peek, Larry Striplin, and James Yance.
Members Absent:
Trustees J. L. Chestnut, Mayer Mitchell, Joseph Morton, Steven Stokes,
and Bob Riley.
Administration
and Others:
President Gordon Moulton; Drs. Dale Adams, Michael Boyd,
Joseph Busta, Pat Covey, Lamar Duffy (COM Alumni Assn.),
Ron Franks, Keith Harrison, Russ Lea, John Sachs (Faculty Senate),
Robert Shearer, David Stearns, and Sam Strada; Messrs. Terry Albano,
Ken Davis, Wayne Davis, Robert Galbraith, Stan Hammack,
Abe Mitchell, Martin Statkewicz (SGA), and Chris Willis; and
Mss. Kristy Britt and Vicki Tate (Faculty Senate), Jennifer Edwards
(SGA), Janey Galbraith, Dee Thomas (AASA), and Jean Tucker.
Press:
Mr. Jason Shepard (Vanguard) and Ms. Rhoda Pickett (Press-Register).
Upon the call to order, Chairman Langham called for adoption of the revised agenda. On motion
by Dr. Furr, seconded by Ms. Miree, the revised agenda was unanimously approved.
Chairman Langham called for consideration of ITEM 1, the minutes of the March 22, 2007, meeting
of the Board of Trustees, as well as the minutes of the March 21, 2007, meetings of the Committee
of the Whole and the Endowment and Investments Committee. On motion by Mr. Gardner,
seconded by Dr. Charlton, the minutes were unanimously adopted.
President Moulton read aloud ITEM 1.A as follows, and presented a framed resolution to Mr. and
Mrs. Robert Galbraith. Mr. Galbraith expressed gratitude for the opportunity to serve and thanked
the Board of Trustees and President Moulton for their support and leadership. On motion by
Mr. Yance, seconded by Mr. Striplin, the resolution was unanimously approved.
RESOLUTION
COMMENDATION OF ROBERT W. GALBRAITH
WHEREAS, Mr. Robert W. Galbraith joined the University of South Alabama staff on March 7, 1977, as Manager
of Contracts and Grants Accounting in the Division of Business Administration and subsequently was appointed Manager
of the Office of Sponsored Programs in the Division of University Services and Planning in 1978 and, in recognition of his
diligent efforts, was promoted to increasingly more responsible leadership roles within that division, ultimately to the
position of Senior Associate Vice President for Research Administration, and
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June 14, 2007
WHEREAS, during his tenure, total sponsored program awards grew from $1 million to more than $61 million,
and
WHEREAS, Mr. Galbraith’s administrative oversight of the USA Technology and Research Park has provided
guidance and direction in the continuing growth and success of the Park, and
WHEREAS, he has played a major role in forging and enhancing the University’s partnerships with area chambers
of commerce and other economic development organizations, and
WHEREAS, Mr. Galbraith has actively represented the University in civic organizations such as the United Way,
Leadership Mobile, the Mobile Area Chamber of Commerce Board, and the Coalition for a Drug Free Mobile County Board,
and
WHEREAS, Mr. Galbraith is a well-recognized expert in the areas of sponsored program development, fundraising, grants administration, proposal documentation, and project marketing and has served as a consultant for state
universities, non-profit organizations, and government agencies as well as workshop leader for university faculty and nonprofit community agency staffs, and
WHEREAS, Bob Galbraith has been a valued advisor, mentor, and friend to untold numbers of colleagues at USA
and a constant source of support, enthusiasm, good humor, and unforgettable tales of wisdom,
THEREFORE, BE IT RESOLVED, that the Board of Trustees expresses its appreciation to Mr. Robert W. Galbraith
for his many contributions to the University of South Alabama and offers its best wishes upon his retirement from the
Institution and all future endeavors.
President Moulton presented ITEM 2, the President’s Report. Introduced were Ms. Vicki Tate,
Dr. John Sachs, and Ms. Kristy Britt - Chair, Vice Chair, and Secretary, Faculty Senate;
Ms. Jennifer Edwards and Mr. Martin Statkewicz - President and Vice President, SGA;
Ms. Dee Thomas - President, AASA; Mr. Jason Shepard - Editor, Vanguard; Dr. Ron Franks - Vice
President for Health Sciences; Dr. Russ Lea - Vice President for Research; Dr. Keith Harrison Associate Vice President for Academic Affairs and Dean of the Graduate School; and
Mr. Chris Willis - Director of Facilities Management. President Moulton welcomed new Trustee
Dr. Scott Charlton.
President Moulton reported that 2,447 degrees were conferred at Spring and Fall Commencement.
Ms. Arlene Mitchell gave the commencement address on behalf of Mr. Mayer Mitchell, who was
awarded an honorary doctorate. President Moulton noted that the University will, by the 2007 Fall
Commencement, confer more than 60,000 degrees. Just four years prior, USA surpassed 50,000
degrees awarded – an indication of the University’s tremendous growth in a short time.
President Moulton reported that summer enrollment is up four percent over last year, with 7,204
students registered. He said enrollment figures are strong for the 2007 Fall Semester as well. A
record number of freshmen with ACT scores above 30 have been accepted for fall.
President Moulton said that a record $737,000 had been raised for USA Children’s and Women’s
Hospital through the Children’s Miracle Network Telethon. He said that Mr. Hammack would soon
be reporting on plans for CWH expansion given routinely high occupancy rates. He announced that
the Annual Fund campaign had raised a record $343,670, an increase of 17 percent over last year.
Employee participation stands at 56 percent.
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June 14, 2007
Chairman Langham called for consideration of ITEM 3 as follows. On motion by Ms. Miree,
seconded by Dr. Charlton, the resolution was unanimously approved.
RESOLUTION
BOARD MEETING SCHEDULE, 2007-2008
WHEREAS, Article II, Section 1, of the Bylaws provides that the Board shall schedule annually, in advance,
regular meetings of the Board to be held during the ensuing year, and may designate one of such meetings as the annual
meeting of the Board,
THEREFORE, BE IT RESOLVED, that the regular meetings of the University of South Alabama Board of Trustees
shall be held on the following dates:
September 20, 2007
December 6, 2007
March 13, 2008
June 5, 2008
FURTHER, BE IT RESOLVED, that the date of June 5, 2008, be designated as the annual meeting of the
University of South Alabama Board of Trustees for 2007-2008.
Chairman Langham called for consideration of health affairs items, and asked Dr. Furr to preside
in the absence of Dr. Stokes, Health Affairs Committee Chair. Dr. Furr presented ITEM 4 resolution
as follows. On motion by Mr. Peek, seconded by Mayor Nix, the resolution was unanimously
approved.
RESOLUTION
USA HOSPITALS MEDICAL STAFF APPOINTMENTS AND REAPPOINTMENTS
FOR FEBRUARY, MARCH, AND APRIL, 2007, AND MAY 16, 2007
WHEREAS, the Medical Staff appointments and reappointments for February, March and April 2007, and May
16, 2007, for the University of South Alabama Hospitals are recommended for approval by the Medical Executive
Committees of the University of South Alabama Hospitals,
THEREFORE, BE IT RESOLVED, that the appointments and reappointments be approved as submitted.
Dr. Furr presented ITEM 4 resolution as follows. On motion by Dr. Charlton, seconded by
Mr. Yance, the resolution was unanimously approved.
RESOLUTION
USA HOSPITALS MEDICAL STAFF BYLAWS AND RULES AND REGULATIONS
REVISIONS OF MAY 1, 2007
WHEREAS, revisions of the USA Hospitals Medical Staff Bylaws and USA Medical Center’s Medical Staff Rules and
Regulations were approved by the Medical Staffs of the University of South Alabama Hospitals at their May 1, 2007,
Medical Staff meeting and recommended to the Board of Trustees for approval,
THEREFORE, BE IT RESOLVED, that the revisions be approved as presented.
Dr. Furr presented ITEM 5 as follows. Dr. Strada said that, with the increase in tuition and fees as
outlined, a quality education from the USA College of Medicine will still cost less than the average
USA Board of Trustees
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June 14, 2007
when compared to other doctoral institutions. He referred Board members to comparative data, and
noted that tuition had not been increased in two years. On motion by Mayor Nix, seconded by
Dr. Charlton, the resolution was unanimously approved.
RESOLUTION
COLLEGE OF MEDICINE TUITION AND FEES
WHEREAS, anticipated increases in operational costs for the University of South Alabama College of Medicine
must be addressed through increased tuition, and
WHEREAS, additional funding is required to provide for appropriate building renovations, purchase of capital
equipment, support productive research and educational initiatives, and to improve the curriculum through the inclusion
of new technologies, and
WHEREAS, as a matter of prudent fiscal management and operational viability and after extensive analysis of
the financial needs of the College of Medicine in 2007-2008 and beyond, the University Administration and Budget Council
have determined that increases in charges for tuition and other fees are necessary,
THEREFORE, BE IT RESOLVED, that the Board of Trustees approves for 2007-2008 the following increases as
set forth on the attached schedule:
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tuition increase of 10% from $12,254 to $13,479 (resident) and $24,508 to $26,959 (non-resident);
building and capital equipment fee increase of 6% from $830 to $880; and
the establishment of a College of Medicine educational technology fee of $250.
President Moulton introduced ITEM 6, a report on the USA Mitchell Cancer Institute. He said that
a topping out ceremony was held in April; photos of the event were shown. He called upon
Dr. Boyd to discuss recent developments. Dr. Boyd said that construction should be complete early
next year with the opening slated for early spring. Photos were shown of the building. The
approach to the structure is attractive with USA Children’s Sculpture Park leading to the entrance.
Completion of enhancements to the entrance of USA Children’s and Women’s Hospital is being
coordinated for the same time frame. The plan calls for a more inviting entrance with landscaping.
Dr. Boyd presented ITEM 6.A as follows (refer to APPENDIX A for copies of policies and other
authorized documentation). He explained that the MCI Guidelines and Policies for Faculty
Appointments, Promotions, and Tenure clearly define primary faculty tracks and specific
responsibilities that meet the mission of the MCI. It removes ambiguities for MCI scientists who
have a secondary commitment as faculty in the College of Medicine. He said the document will
help with recruitment and retention of outstanding clinical scientists and faculty. On motion by
Mr. Striplin, seconded by Sheriff Mixon, the resolution was unanimously approved.
RESOLUTION
UNIVERSITY OF SOUTH ALABAMA MITCHELL CANCER INSTITUTE GUIDELINES AND POLICIES
FOR FACULTY APPOINTMENTS, PROMOTION, AND TENURE
WHEREAS, officials of the USA Mitchell Cancer Institute (MCI) and the USA College of Medicine deem it
appropriate for certain qualified individuals to be appointed to faculty appointments within the MCI, and to have the
opportunity to be awarded promotion and tenure, and
USA Board of Trustees
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June 14, 2007
WHEREAS, said officials have developed cooperatively such guidelines and policies, which accompany this
resolution and are incorporated by reference herein,
NOW, THEREFORE, BE IT RESOLVED, that the USA Board of Trustees approves and adopts the herein-described
guidelines and policies for MCI faculty appointments, promotion, and tenure.
Mr. Hammack presented ITEM7, a report on the USA / IHS Strategic Health Alliance. He reported
that construction of the Mitchell Cancer Institute building is progressing, and said that USA and IHS
are considering how to best collaborate for the improvement of cancer care and treatment in this
region. He said that IHS will be recruiting primary care physicians, and that positive discussions
are taking place between USA and IHS about how to make Infirmary West as proficient as possible
by employing the strengths of both entities. He reported that resident rotations began in July, and
added that, with increased activity in the emergency room, expansion is being considered.
Chairman Langham called for a report of academic and student affairs items. Ms. Miree, Academic
and Student Affairs Committee Chair, moved approval of ITEM 8 as follows. Dr. Charlton seconded
and the resolution was unanimously approved.
RESOLUTION
PROFESSORS EMERITI
WHEREAS, the following faculty have retired from the University of South Alabama:
ACADEMIC AFFAIRS:
Wendell R. Houston, Ph.D., Associate Professor of History
John M. Lane, Ph.D., Professor of Professional Studies
COLLEGE OF MEDICINE:
and
Nathan N. Aronson, Ph.D., Professor of Biochemistry and Molecular Biology
WHEREAS, in recognition of their contributions to the University through extraordinary accomplishments in
teaching and in the generation of new knowledge through research and scholarship, and for serving as a consistently
inspiring influence to students for a period of time, and
WHEREAS, the faculty and chairpersons from their departments, academic deans, the Senior Vice President for
Academic Affairs or the Interim Dean of the College of Medicine, and the President have duly recommended the
aforementioned retirees from the University faculty,
THEREFORE, BE IT RESOLVED, that the Board of Trustees of the University of South Alabama in a seated
meeting held on June 14, 2007, hereby appoints the aforenamed individuals to the rank of Associate Professor Emeritus
or Professor Emeritus, as appropriate, with the rights and privileges thereunto appertaining, and
FURTHER, BE IT RESOLVED, that the Board of Trustees of the University of South Alabama, in recognition of
their extraordinary accomplishments and dedicated service, wishes to convey its deep appreciation to these individuals.
Ms. Miree moved approval of ITEM 9 as follows. Mr. Yance seconded and the resolution was
unanimously approved.
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June 14, 2007
RESOLUTION
TENURE AND PROMOTION
WHEREAS, in accordance with University policy, faculty applications for tenure and promotion have been
reviewed by the respective faculty peers, Departmental Chair, College Dean, and by the Senior Vice President for Academic
Affairs or the Interim Dean for the College of Medicine, and the President, and of those faculty considered, the following
individuals are hereby recommended for tenure and/or promotion,
THEREFORE, BE IT RESOLVED, that the University of South Alabama Board of Trustees at its meeting of June
14, 2007 approves and grants tenure and/or promotion to those individuals whose names are listed below to be effective
August 15, 2007.
COLLEGE OF ALLIED HEALTH PROFESSIONS
Tenure
Dr. Robert E. Moore
Promotion to Associate Professor
Dr. Robert E. Moore
COLLEGE OF ARTS AND SCIENCES
Tenure:
Dr. Jorg Feldvoss
Dr. Boris V. Kalinin
Dr. Eric J. Loomis
Dr. Kelly M. Major
Dr. Sean P. Powers
Dr. Victoria V. Sadovskaya
Dr. Benjamin J. Shamback
Ms. Margarita Skiadas
Promotion to Assistant Professor:
Mr. Matthew A. Johnson
Promotion to Associate Professor:
Dr. Nicole T. Carr
Dr. Robert L. Coleman
Dr. Jorg Feldvoss
Dr. Annemarie Guzy
Dr. Boris V. Kalinin
Dr. Eric J. Loomis
Dr. Kelly M. Major
Dr. Sean P. Powers
Dr. Victoria V. Sadovskaya
Dr. Benjamin J. Shamback
MITCHELL COLLEGE OF BUSINESS
Promotion to Professor:
Dr. Julie Z. Sneath
CONTINUING EDUCATION AND SPECIAL PROGRAMS
Tenure:
Dr. Vaughn S. Millner
Promotion to Senior Instructor:
Mr. Stephen A. Bru
Promotion to Associate Professor:
Dr. Vaughn S. Millner
COLLEGE OF EDUCATION
Tenure:
Dr. Phillip M. Norrell
COLLEGE OF ENGINEERING
Tenure:
Dr. Mohammad-Mazen Al-Khatib
Promotion to Associate Professor:
Dr. Mohammad-Mazen Al-Khatib
USA Board of Trustees
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June 14, 2007
COLLEGE OF MEDICINE
Promotion to Associate Librarian
with tenure
Justin Robertson, M.L.S.
Promotion to Professor:
Dr. Benjamin Estrada
Promotion to Assistant Librarian
Michael J. Lindsay, M.S.I.S.
Promotion to Assistant Professor:
Dr. Victor Solodushko
Promotion to Adjunct Associate
Professor
Dr. Diana D. Snow
Dr. Martha S. Adams
Awarded Tenure
Dr. Tian-Jian Chen
COLLEGE OF NURSING
Promotion to Clinical Associate Professor:
Dr. Brenda J. Holloway
Dr. Carolyn S. White
Promotion to Professor:
Dr. Rebecca Ryan
UNIVERSITY LIBRARY
Tenure:
Mr. C. Dennis Guion
President Moulton presented ITEM 10 as follows. He discussed data comparing tuition increases
at USA since 1995-1996, noting a shift in revenue generated by tuition. For the upcoming fiscal
year, 35.9 percent of the University’s revenue will come from tuition, whereas, in FY 1995, 29.8
percent of revenue was generated by tuition. He reminded Board members of a decline in state
appropriation over the years. He said the proposed increase is $320 for a total $4,822 for full-time,
in-state, undergraduate students, constituting a 7.1 percent increase. He said that the University
administration works diligently to provide a quality education at a reasonable cost to students, and
noted that, for FY 2006, the average tuition at other state doctoral institutions was $5,216, while
USA students paid $4,502. USA’s tuition is in-line with other regional state institutions as well.
Other state institutions have reported tuition increases between 6 and 8 percent. President Moulton
stated that the building fee would increase $100 per year, generating more than $1 million annually
for use toward amortization of the debt for construction of a student recreation center.
President Moulton said that the administration had communicated with the students through
discussions with the Student Government Association. He called upon Ms. Jennifer Edwards and
Mr. Martin Statkewicz, SGA President and Vice President, and Ms. Dee Thomas, AASA President,
for comments. All were supportive of the increase given the benefits that will ultimately be
provided to the USA students. On motion by Mr. Yance, seconded by Mrs. Miree, the resolution
was unanimously approved.
RESOLUTION
TUITION AND FEE SCHEDULES, 2007-2008
WHEREAS, the University of South Alabama is committed to maintaining high quality educational and student
services programs, and
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June 14, 2007
WHEREAS, after extensive analysis of the financial needs of the institution in 2007-2008 and beyond, the
University Administration and Budget Council have determined that increases in tuition and student fees, and
WHEREAS, with the proposed tuition and fees for 2007-2008, set forth in the attached and incorporated by
reference schedules, such costs at the University of South Alabama would continue to rank among the lowest in effect at
the public doctoral-level institutions in the state of Alabama,
THEREFORE, BE IT RESOLVED, the Board of Trustees approves the tuition and required student fees for 20072008 as set forth in the attached schedules.
Chairman Langham called for a report of budget and finance items. Mayor Nix, Budget and Finance
Committee Chair, presented ITEM 11, the University’s Monthly Fund Accounting Reports for
January, February, and March 2007. Copies were distributed of the report Summary Comparison
of Fund Financial Reports to GASB Statement 34 Financial Statements, March 2007 and 2006.
Mr. Wayne Davis presented ITEM 12 as follows. He detailed the three bids received for construction
of a Health Sciences Building for the colleges of Allied Health Professions and Nursing on the
corner of USA North Drive and University Boulevard. He said that the firm of White-Spunner
Construction, Inc., submitted the lowest bid of $42,077,000. University personnel entered into
negotiations with White-Spunner, resulting in a cost reduction to $40,995,000. On motion by
Mr. Striplin, seconded by Dr. Furr, the resolution was unanimously approved.
RESOLUTION
CONSTRUCTION CONTRACT FOR HEALTH SCIENCES BUILDING
WHEREAS, the College of Allied Health Professions and the College of Nursing are currently housed off campus
in the University’s Springhill Avenue Campus and in the University Commons building, and
WHEREAS, the relocation of the College of Allied Health Professions and the College of Nursing to the main
campus will provide increased educational opportunities through proximity to other campus facilities and through increased
interaction with other colleges located on the main campus, and
WHEREAS, the relocation of the College of Allied Health Professions and the College of Nursing will provide more
convenient access for students and faculty, and
WHEREAS, the relocation of the College of Allied Health Professions and the College of Nursing to the main
campus will provide increased operation and maintenance efficiencies for the University, and
WHEREAS, the Board of Trustees, by resolution on September 2, 2004, authorized the University President to
initiate completion of construction drawings, technical specifications, and other requisite documentation and to solicit bids
for construction, and
WHEREAS, bids for the construction of the new Health Sciences Building were received on May 10, 2007,
THEREFORE, BE IT RESOLVED, that the Board of Trustees authorizes the University President to execute a
contract with the successful low bidder.
Data was distributed showing enrollment breakdowns by county, state, and country. Of the
international student population, students from Asia outnumber those from other countries.
Ms. Miree requested a breakdown of students by county in Mississippi and Florida; Dr. Stearns
offered to retrieve that information.
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June 14, 2007
Mr. Wayne Davis presented ITEM 13 as follows. He reviewed Phase I construction of high-end
apartments, a growing trend on university campuses for student housing. Phase I involved the lease
of 12 acres of land by the University to the Research and Technology Corporation (RTC), and the
subsequent lease of this land to the firm of Campus Crest to construct and manage the gated
complex subject to the approval of the USA Board of Trustees Executive Committee. The project
is nearing completion with all units rented; 160 students are on the waiting list. Mr. Davis said it
is an appropriate time to consider Phase II construction, for an additional 500 beds on campus in
August 2008. The terms of the lease for Phase II of the project will be substantially the same as for
Phase I. Photos were shown of Phase I construction and the financing details were discussed. By
leasing University land to the RTC, the University has no financial entanglement with the $32
million project. Yet, the lease agreement provides for University controls on decisions about student
life, such as the security of the complex. On motion by Mr. Yance, seconded by Ms. Miree, the
resolution was unanimously approved.
RESOLUTION
GROUND LEASE TO THE USA RESEARCH AND TECHNOLOGY CORPORATION
FOR STUDENT APARTMENTS
WHEREAS, the University of South Alabama (“University”) owns certain real property which it utilizes to further
its educational mission, and
WHEREAS, the USA Research and Technology Corporation (“Corporation”), a not-for-profit, supporting
organization of the University, was incorporated to further the educational and scientific mission of the University, to
promote the University and its schools and departments, to promote the development of and to facilitate funding for the
infrastructure and services in Mobile, Alabama, and to attract high technology and scientific enterprises, and
WHEREAS, at the June 8, 2006, meeting of the University’s Board of Trustees, the Trustees agreed to give the
Corporation an option to lease approximately twelve acres of land at the northwest corner of the intersection of Old Shell
Road and Cleverdon Parkway, and
WHEREAS, the Corporation has indicated its desire to exercise its option, and
WHEREAS, in order for said Corporation to fulfill its above-stated mission, it is recommended that the University
lease approximately twelve acres of land at the northwest corner of the intersection of Old Shell Road and Cleverdon
Parkway to the Corporation for the development, construction, and support of the park and its buildings for the sum of
ONE AND NO/100 DOLLAR ($1.00) per annum, and a term of approximately fifty years with extension terms available for
a maximum of twenty-five years, provided, however, that any sub-lease by the Corporation shall be subject to prior
approval of the Executive Committee of the University’s Board of Trustees, and
WHEREAS, should said Corporation cease to exist for any reason, land and improvements thereon will revert
to University consistent with the terms of the lease, and
WHEREAS, the University has determined that leasing the real property described above is in the best interest
of the University in that it will allow the University to continue and enhance its valued missions of education, research, and
service.
THEREFORE, BE IT RESOLVED, that the Board of Trustees of the University of South Alabama authorizes the
President of the University to proceed with negotiating a land lease agreement with the USA Research and Technology
Corporation, subject to final approval by the Executive Committee of the Board of Trustees of the University of South
Alabama, for the lease of approximately twelve acres of land at the northwest corner of the intersection of Old Shell Road
and Cleverdon Parkway to the Corporation for development, support, and operation of the Corporation, with the under-
USA Board of Trustees
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June 14, 2007
standing that any sub-lease by the Corporation shall be subject to prior approval of the Executive Committee of the Board
of Trustees of the University of South Alabama.
Mr. Ken Davis presented ITEM 14 as follows. He reminded Board members that approval to sell
land on Repoll Road that is not suitable as a campus location was granted on March 22, 2007. The
property was donated to the University by a faculty member. He reported that the bids received
were considerably below the appraised fair market value, and said that listing the property with a
realtor would be in the best interest of the University. He noted that a realtor had approached the
University months ago about listing the land. This agent had listed an adjacent, less desirable parcel
that sold for $16,000 per acre. Mr. Davis explained that state law requires written justification for
using a realtor and ratification by the Board, as does the Policy and Procedure by Which the
University of South Alabama Would Sell or Lease Real Property or Interest Owned by the University
of South Alabama. Accordingly, a memorandum detailing this action is appended to the resolution
for Board consideration. On motion by Sheriff Mixon, seconded by Ms. Maye, the resolution was
unanimously approved.
RESOLUTION
SALE OF REAL PROPERTY ON REPOLL ROAD THROUGH REALTOR
WHEREAS, the University of South Alabama, after the unsuccessful use of the bid process, determined it would
be in the best interest of the State and the University of South Alabama to retain the services of a realtor for the sale of
9.77 acres of real property located along Repoll Road, Mobile, Alabama, as outlined in the attached memorandum,
THEREFORE, BE IT RESOLVED, the University of South Alabama Board of Trustees hereby ratifies the attached
memorandum regarding the sale of the above described real property.
Mr. Wayne Davis presented ITEM 14.A as follows. He explained that adoption of a rent supplement
agreement relates to the sale of Building II and the Health Services Building (Building III) to the
Research and Technology Corporation (RTC). The agreement is outlined in the loan terms
negotiated with Wachovia Bank. All space in the three buildings of the research park is committed,
largely to private firms. Mr. Davis said that the agreement insures a minimum return by the RTC,
the ability of the University to reclaim the buildings if the RTC’s finances so dictate, and assures
the most favorable finance arrangements for the loan. On motion by Mr. Striplin, seconded by
Ms. Miree, the resolution was unanimously approved.
RESOLUTION
RENT SUPPLEMENT AGREEMENT
WHEREAS, the USA Research and Technology Corporation (“Corporation”), a not-for-profit, supporting
organization of the University of South Alabama (“University”), was incorporated to further the educational and scientific
mission of the University, to promote the University and its schools and departments, to promote the development of and
to facilitate funding for infrastructure and services in Mobile, Alabama, to attract high technology and scientific enterprises,
and to create, operate and finance one or more research and technology parks which further scientific research activities
of the University and contribute to the development of high-technology businesses in the State of Alabama, and
WHEREAS, the Board has heretofore approved a Ground Lease Agreement dated as of November 1, 2003 (the
"Ground Lease") between the University and the Corporation pursuant to which the University has leased certain real
property to the Corporation to enable it to develop and construct facilities useful in connection with the mission of the
Corporation as heretofore approved by the University, and
USA Board of Trustees
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June 14, 2007
WHEREAS, at the June 8, 2006, and December 14, 2006, meetings of the University’s Board of Trustees, the
Trustees agreed to transfer a new building ("Building II") on the real property described in the Ground Lease, as well as
another facility (“Building III”) to the Corporation for use as USA Technology & Research Park buildings, and
WHEREAS, the Corporation has secured a loan (the "Loan") to enable it to acquire Buildings II and III from the
University, with the Loan documents required to be entered into by the Corporation permitting the lender to foreclose the
Loan and acquire the Buildings in the event of the failure of the Corporation to repay the Loan, and
WHEREAS, in order to protect the continued use of the Buildings for the purposes set forth in the Ground Lease
and to protect the integrity of the use of the property described in the Ground Lease, the University has required that the
Corporation provide in the Loan that the University shall have the right to prevent any disposition or use of the property
by persons or entities other than the Corporation or those occupying space in the Buildings pursuant to leases or other
arrangements approved by the Corporation by providing in the Loan documents that the University shall have the right
to satisfy the payments due under the Loan and thereby assuring continued control and uses of the property described
in the Ground Lease, and
WHEREAS, in furtherance of the aforementioned objectives, the University deems it necessary and desirable that
the University enter into the Rent Supplement Agreement attached hereto and made a part hereof as if set forth fully
herein,
THEREFORE, BE IT RESOLVED, that the Board of Trustees of the University of South Alabama hereby authorizes
and directs the President of the University to execute and deliver, on behalf of the University, a Rent Supplement
Agreement in substantially the form presented to the meeting at which this resolution is adopted, which form shall be
attached as an Exhibit to the minutes of said meeting and which is hereby adopted in all respects as if set out in full in this
resolution, with such completions, modifications, additions or deletions as may in each case be approved by the President,
such execution to be conclusive evidence of such approval. All provisions of such documents, when executed as authorized
herein, shall be incorporated herein, and shall be deemed to be a part of this resolution fully and to the same extent as
if separately set out verbatim herein, and
BE IT FURTHER RESOLVED, that the Board of Trustees hereby authorizes the President of the University and/or
the Vice President for Financial Affairs, on behalf of the University, to execute such further certifications or other documents
and to take such other action as any of them may deem appropriate or necessary for the consummation of the matters
covered by this resolution.
Chairman Langham called for a report of endowment and investments items. In the absence of
Mr. Mitchell, Chair of the Endowment and Investments Committee, Mr. Terry Albano presented
ITEM 15, a report of performance for the total endowment for FY 2007 and each individual money
manager: CommonFund, Arlington Partners, Gerber/Taylor, Oakmark Select, and Private Advisors.
Mr. Albano said that the endowment had outperformed its relative index thus far in FY 2007 (14.07
percent vs. 8.44 percent) and since inception (7.24 percent vs. 3.42 percent).
Concerning ITEM 16 as follows, Mr. Albano reported that the Endowment and Investments
Committee recommends no changes to the Endowment Funds Investment Policy and Guidelines and
the Non-Endowment Cash Pool Investment Policy. On motion by Mr. Yance, seconded by
Ms. Maye, the resolution was unanimously approved.
RESOLUTION
EVALUATION OF THE UNIVERSITY’S ENDOWMENT AND NON-ENDOWMENT INVESTMENT POLICIES
WHEREAS, the Southern Association of Colleges and Schools (SACS) requires that investment policies must be
evaluated regularly, and
USA Board of Trustees
Page 12
June 14, 2007
WHEREAS, the Board of Trustees has previously approved the University’s endowment funds policies and
guidelines and the University’s non-endowment cash pool investment policy,
THEREFORE, BE IT RESOLVED, that the Board of Trustees acknowledges the current year annual evaluation
of both policies by the Endowment and Investment Committee.
Chairman Langham called for a report from the Nominating Committee appointed to receive
nominations and present a slate of officers for the Board’s consideration, ITEM 17. Mayor Nix,
Committee Chair, said the Committee recommended Dr. Stokes as Chair, Mr. Yance as Vice Chair,
and Ms. Maye as Secretary. Chairman Langham called for other nominations for the office of Chair.
Dr. Furr moved that nominations be closed. Sheriff Mixon seconded, and the Board unanimously
agreed. Chairman Langham called for other nominations for the office of Vice Chair. Dr. Furr
moved that nominations be closed. Mayor Nix seconded, and the Board unanimously agreed.
Chairman Langham called for other nominations for the office of Secretary. Dr. Furr moved that
nominations be closed.
Mayor Nix seconded, and the Board unanimously agreed.
Chairman Langham acknowledged the Board’s unanimous approval of the slate of officers as
submitted. The new officers were congratulated, and President Moulton noted that terms are for
three years. He thanked Chairman Langham for his outstanding service as Chair Pro Tempore, to
which Trustees and guests responded with a standing ovation. Mr. Langham thanked President
Moulton and the staff of the President’s Office for their support during his term. He said that his
experience as Chair had been rewarding.
A brief discussion of international student recruitment took place. President Moulton called upon
Dr. Busta for a report on Campaign USA. Dr. Busta said that, at the end of May, a total of $54
million had been raised toward the $75 million campaign goal. The Campaign USA Leadership
Team and the Development staff are working diligently to secure $10 million in outstanding
proposals. He thanked Trustees for their support of the campaign. Dr. Busta commented on Annual
Fund results, saying that employee participation was at 60 percent.
Chairman Langham announced the potential sale by the USA Foundation of the former Wright
School property. President Moulton said that St. Luke Episcopal School is interested in acquiring
the property and is analyzing the purchase. The offer contains many contingencies.
Dr. Furr inquired about the time frame for the Bell Tower and Alumni Plaza construction project.
President Moulton responded that the architect had been selected. Dr. Busta said that 50 percent of
the construction funds have been raised.
There being no further business, the meeting adjourned at 11:35 a.m.
Attest to:
Respectfully Submitted:
______________________________
Bettye R. Maye, Secretary
________________________________
Donald L. Langham, Chair Pro Tempore
c.
3.
2.
4.
GUIDELINES AND POLICIES
I,
A
Academic track. Appointment to a particular academic track is based on the expected
primary focus of academic effort for that individual, i.e., cancer research or clinical
oncology practice. For promotion or tenure, evaluation of scholarship focuses on the
major academiceffort defined by the appointment track:
1.2. Oncologic Sciences-major focus on research
Interdisciplinary Clinical Oncology -major focus on clinical practice
B
The awarding of tenure is considered separatelyfrom the appointments process,and
is never automatic, regardless of previous tenure or years of service at other
institutions.
Appointments to the Interdisciplinary
Clinical Oncology track will not be tenure-
accruing.
3. Tenure may be considered for Full Professorsrecruited to hold endowed Chairs in
4
5
the Interdisciplinary Clinical Oncology track, though such appointment doesnot
guaranteean offer of tenure.
Physician-scientistswho have major focus on both researchand clinical practice
maybe appointed to either the Oncologic Sciencesor the Interdisciplinary Clinical
Oncology tracks; however, tenure considerations will apply only to the Oncologic
Sciencestrack.
Administrative appointments, such as Laboratory Chief, Chief of Service, or
ProgramLeader, do not confer tenure.
Appointment rank and title
5.
The rank of Lecturer is a faculty appointment. However, this is not a tenureaccruing rank. This rank can be used for individuals appointed to an Institute
position who deserve faculty status but who do not have a terminal degree.
The rank of Instructor is also a faculty appointment. Although Instructors may not
be grantedtenure, years spent at this rank may be applied toward tenure-accruing
years if this individual is subsequentlypromoted to a tenure-accruing position at the
rank of Assistant Professor. (see Section III. B.).
Appointment at the level of Associate Professor or Professor requires evidenceof
significant academic, scholarly accomplishments by the candidate. New appointees
are expectedto meet the time in previous rank and promotion criteria established
for the proposed rank within the pertinent track (see Section III.B. and III.C.).
Physician-scientistsinitially appointed in the Interdisciplinary Clinical Oncology
track may be considered for transfer to the Oncologic Sciences track, or vice-versa,
dependingupon their qualifications and experience pertinent to either track.
The academic rank and track will be used as the professorial title for all faculty.
4
2.
D
Board certification and licensure
2
3.
4
Physicians (MD or DO) must have a current Alabama license.
To be appointed as an Assistant Professor, physicians must be board-eligible in
their specialty.
Physicians promoted to Associate Professor or newly appointed as Associate or Full
Professor must be board-certified in their specialty or subspecialty.
Board certification must be by a board recognized by the American Board of
Medical Specialty or the American Osteopathic Association.
E. Materials required for new appointments. These should be submitted at least 5 weeks in
advance of the QroQosedaQQointmentdate. These can be reviewed throughout the year.
The materials required are outlined in Appendix 1.
II.
Academic promotion and tenure within the USAMCI
A
Regardless of the academic track, promotion to successiveranks and/or tenure is based
on the expectation of excellence and scholarship. Promotion or tenure is never
automatic, regardless of the number of years of service.
B
Evaluation for Qromotion or tenure is based on assessmentof scholarshiQand service in
suQQortof the strategic goals and interdisciQlinar~ cancer researchand healthcare
missions and objectives of the Mitchell Cancer Institute (Appendix 2). The academic
track identifies the major focus for evaluation of scholarship. General criteria for
promotion and tenure in eachtrack are outlined in this document.
c. Excellence is defined as a high quality of performance and sufficient quantity of
performance.
D.
III
Scholarship is defined as the intellectual/creative synthesisof new knowledge or
insights, the testing of new hypotheses,and the dissemination of ideas and findings to
colleagues. Excellence is intrinsic to scholarship, in that the product of scholarly
activity should be peer-reviewed. Scholarship may be documented in many areas.
Expanded definitions and someexamples are given in Appendix 3.
Requirements and criteria for academic promotion of USAMCI faculty
A
The University has a uniform promotion date of August 15th,
B
Probationary periods -time in rank
Instructors and Assistant Professors with tenure-accruing appointments must be
recommended for promotion to the rank of Associate Professor prior to the end of
the 7thyear of total creditable service. A recommendation relating to tenure must
accompanythe request for promotion.
Generally, candidates must have at least 6 years of full-time professorial experience
as an Assistant Professorbefore a promotion to Associate Professor will be
considered.
,
4.
3.
5
c,
Credit for previous full-time academic service may be granted up to a maximum of
3 years. If credit is granted, the number of years will be specified in the individual's
initial letter of appointment. Lacking this specification, prior experience cannotbe
used to meet time-in-grade requirements for promotion.
To be considered for promotion to the rank of Professor, the candidate must have at
least 4 years of full-time academic experience as an Associate Professor.
Time spenton sabbatical leave may count toward the required probationary period,
whereasother types of leave (e.g., family or medical leave) do not count.
General criteria for promotion
OncoloQic Sciences. Faculty in this academic track are full-time USAMCI
empJoyeeswhose professional effort is focused on basic, translational and/or
clinical cancerresearch. All USAMCI faculty are expectedto contribute
substantially toward the overarching strategic goal of the USAMCI to achieve and
maintain designation as a National Cancer Institute ComprehensiveCancer Center
(Appendix 2). Scholarly activity related to cancer research is expectedfor
advancementin rank.
a. Assistant Professor. At the Assistant Professorlevel, faculty in this track must
have an MD, PhO, or equivalent terminal degree. During the term of
appointment at this rank, development of the faculty member with respectto
scholarship and service in behalf of the interdisciplinary missions and
objectives (Appendix 2) of the USAMCI is expected. The major commitment
of scholarly effort in this academic track is to cancer research.
b. Associate Professor. Promotion to Associate Professor within this track will
ordinarily be awardedto faculty who demonstratea significant body of
independentand collaborative cancerresearchthat is recognized by scientific
peers at the national level, and excellencein scholarship and sel-viceto the
interdisciplinary missions alw objectives (Appendix 2) of the USAMCI.
Continued service and performance at the rank of Assistant Professor shall not,
by itself, constitute grounds for promotion to Associate Professor. Faculty at
this rank are expectedto be nationally-recognized for their work, as measured
by successin obtaining and maintaining extramural funding as PrincipaJ
Investigator for investigator-initiated, hypothesis-oriented and peer-reviewed
cancerresearchprojects from one or more major national funding agencies,
and a high-quality and substantial publication record in peer-reviewed journals.
Invited talks at local and regional scientific meetings also provide evidence for
independenceand recognition, and likewise participation in the peer-review
processfor scholarlyjournals or study sections, typically in the capacity of an
ad hoc reviewer, and in local or regional professional scientific organizations.
c .Professor.
Promotion to the rank of Professor in this track requires a
consistent, sustainedrecord of outstanding performance at the Associate
Professorlevel. However, continued service and performance at the rank of
Associate Professorshall not, by itself, constitute grounds for promotion to
Professor. With respectto research,a sustained track record of obtaining and
maintaining multiple independent NIH grants or extramural funding of
equivalent status is expected, as is the attainment of a strong national
reputation for research. Sustained outstanding scholarship and service in
6
3.
b
c
2
For newly appointed Assistant Professors, credit for previous full-time tenureaccruing service at other institutions may be granted up to a maximum of 3
years. If credit is granted, the number of years will be designated in the letter of
appointment.
Faculty promoted to the rank of Associate Professor, but not awarded tenure
will be considered for tenure after a probationary period, not to exceed3 years.
The total duration of non-tenured appointment at the University of South
Alabama for these individuals should not exceed7 years. If the term of prior
non-tenured appointment as Assistant Professorexceeds 4 years, the length of
service as Associate Professorbefore tenure eligibility will be reduced so that
the total non-tenure appointment does not exceed 7 years.
Tenure for new appointments
a. Professorsand Associate Professors holding tenure at other institutions may
receive tenure when appointed to the faculty of the USAMCI in the Oncologic
Sciencestrack, though tenure is never automatic.
b. Individuals recruited from outside the institution to tenure-accruing
appointments at the rank of Professor or Associate Professor should be
evaluated for tenure after probationary periods of no more than 4 and 5 years,
c.
d.
respectively.
Lecturers, Instructors and Assistant Professors will never be eligible for
tenured appointments.
Appointments to the Interdisciplinary Clinical Oncology track will not be
tenure-accruing.
e.
Tenure may be considered for Full Professorsrecruited to hold endowed Chairs
in the Interdisciplinary Clinical Oncology track, though such appointment does
not guarantee an offer of tenure.
f. Physician-scientists who have major focus on both researchand clinical practice
may be appointed to either the Interdisciplinary Clinical Oncology track or the
Oncologic Sciencestrack; however, tenure considerations will apply only to the
Oncologic Sciencestrack.
g. Administrative appointments, such as Laboratory Chief, Chief of Service, or
Program Leader, do not confer tenure.
Time spent on sabbatical leave does count toward the required probationary period,
whereasother types of leave (e.g., family or medical leave) do not count.
v
Secondary (Joint) Appointments
A
Primary faculty appointees in the USAMCI may hold a secondaryappointment in a
USA College of Medicine (USACOM) department when there is sufficient participation
of the USAMClfaculty member in the educationa.lprograms and other functions of the
secolwary department to justify such an appointment. A secondaryappointment must
mutually benefit the faculty, the USAMCI and the USACOM department involved.
9
3.
2.
Rationale for secondaryappointment
a. Secondaryappointments on the basis of teaching reflect substantial
contributions of the appointee to teaching and other activities within the
secondarydepartment.
b. USAMCI faculty who wish to mentor PhO trainees in the USACOM Basic
Medical SciencesGraduate Program must hold a secondary appointment in one
of the USACOM Basic Science departmentsand must hold Graduate Faculty
status acquired through a separateapplication processedthrough the USACOM
GraduateExecutive Committee and the USA Graduate School.
2. Secondaryappointments are always on a non-tenure basis.
3 All secondaryappointments are made at the rank of Assistant Professor or above.
Secondaryappointment as an Associate Professoror Professor requires that the
appointee demonstrateaccomplishments similar to those required for primary
appointment at that rank or promotion to that rank in the secondary department.
4. Appointments do not have to be parallel, i.e., the individual's rank in the secondary
appointment with a USACOM department may be lower than that in the primary
appointment with the USAMCI.
USAMCI primary faculty are not permitted a secondary appointment in more than
5,
one USACOM department.
6. The secondarydepartment carries no responsibility for remuneration or
recommendationsfor tenure.
B. Processfor secondaryappointments
Requestsfor secondaryappointments of USAMCI faculty in USACOM
departmentsmust be initiated by the Chair of the secondarydepartment.
The appointment packet should include: a letter from the Chair of the proposed
secondarydepartmentdocumenting the relationship, and the responsibilities
entailed. The letter should be approved and co-signed by the prospective appointee
and the Director of the USAMCI.
Secondaryappointments should only be continued for as long as the perceived
value of the relationship continues. The Chair of the secondarydepartment, the
USAMCI Director and the appointee should review the relationship annually.
VI. Requestsfor Promotion and/or Tenure
A,
Requestsfor promotion and/or tenure are reviewed once per year,
B
Requestsare initiated by the USAMCI Director or designeethereof. The letter
accompanyingthe requestshould summarize the rationale for promotion and/or tenure,
c.
All requestsfor promotion and/or tenure will be prepared and submitted in a
standardizedform (see Appendix 4). This packet will include documentation of the
candidate'squalifications and other required materials that can be used in supportof a
candidate (e.g., letters of recommendation, the Director's or designee's letter, and the
summary from the intra-Institute review).
10
F.
E. Recommendations by FCAPE on appointments, academic track changes,promotions
and tenure for USAMCI faculty would be forwarded from FCAPE to the USAMCI
Director.
Appeals regarding promotion and tenure decisions should be made directly to the
appropriate administrative official, not to FCAPE.
APPENDIX 1
Materials Required for New Appointments
Checklist
These should be forwarded to the USACOM Office of Faculty Affairs (CSAB 170) at least 1
week in advance
appointment
of the FCAPE
meetin!!,
no later than the month prior to the proposed
date.
ONE (1) complete set of original materials:
D Completed Faculty Action Form
D Director's letter. This letter should outline the proposed track and rank for the new
appointee, as well as whether this appointment will be on a tenure-accruing or non-tenure
basis. In addition, the letter should briefly summarize the appointee's qualifications and
expected contributions to the Institute.
D An up-to-date curriculum vitae (CY); materials requested in a Standard Format for CV
should be included in the CY.
ID A completed USA Biographical Data Form
D
1-9form
0
At least three letters of reference from individuals who can evaluatethe academic and/or
clinical qualifications of the appointee.
Originals or certified copies of undergraduateand graduate transcripts
For physicians, documentation of current Alabama licensure
For physicians, a copy of the appointee'sapplication for Medical Staff Allied Health
0
Appointment (Hospital Privilege Form).
For physicians, all forms required for credentialing by medical insurance companies
D
0
0
THIRTEEN (13) collated setsof materials:
0
Completed Faculty Action Form
0
Director's
0
0
An up-to-date curriculum vitae
Letters of reference
letter
12
APPENDIX 3: Examples of Scholarship
Category
Scholarship of
discovery
Scholarshipof
integration
Scholarshipof
application
Definition
Examples
basic reseat"ch
clinical research
investigation of translational or
applied problems in clinical
medicine
peer-reviewed researchpublications
successin obtaining peer-reviewed
extramural grant funding
recognition by peers as independent
investigator
invited presentations at national or
international scientific meetings
participation in development of program
projects and training grants
synthesis of isolated facts into a
new perspective
connections made across disciplines
illumination of data in revealing
and creative ways
development of new insight on
oliginal reseaI"ch
application of clinical or basic
science knowledge
scholarship with respect to service
requires rigor, excellence, and
accountability
development of new intellectual
understandingrelating to medical
diagnoses,treatment, or public
policy
1~
publication of clinical or basic science
reviews
publication of monographs or book chapters
..
.
published clinical or basic sciencereviews
reports of innovative treatment
editorials or special reports regarding health
care
organization of a new clinical service
implementation of new. cutting edge
treatment modalities or clinical services
recognition by peers regionally and
nationally as a preeminent clinician
successin obtaining extramural funding to
support and develop clinical infrastructure
A.
III. Letters of recommendation
A
A minimum of three letters of recommendation are required from qualified individuals
outside the institution, such as Chairs of departments,faculty who have participated in the
promotions and tenure process at their institution, or faculty who hold regional or national
professional leadershippositions. It would be helpful if these individuals were askedto
comment on whether the candidate would be promoted or tenured at their own institution.
At least two should befrom individuals who were not previous mentors or collaborators
the institution, in addition to
B A minimum of three letters of recommendation from ~
the USAMCI Director's or designee'sletter, must also be included. These could be
solicited from professionalcolleagues or administrators.
At least two should be solicited from individuals other than thoseparticipating in the
intra-Institute review
~,
IV
Samples of the letters requesting an evaluation of the candidate sent by the USAMCI
Director or designeeto individuals outside and inside the institution should be included in
the packet.
Secondary appointment
This section is required onl.yifpromotion is requestedforsecondary appointment
When a candidate is requesting promotion in both the USAMCI and a USACOM
secondarydepartmentthis section should include letters from both the USAMCI Director
and the USACOM departmentalChairs.
B It is critical that the Chair of the USA COM department in which the candidate holds a
secondaryappointment clearly state the rationale for promotion in the secondary
department.
c
It is conceivable that the committee would strongly support a candidate's promotion in the
USAMCI, but not favorably review the request for promotion in the secondary
department.
V. Material essentialto the evaluation of candidates
In this section, the candidate should document all activities since the first faculty appointment
noted in Section I.D.3, unless otherwise specified. When relevant, the material should be
organized in chronological order, ending with the most recent items.
A. Scholarship and excellence
This sectionencompassesthe major criteria for promotion and/or tenure. Both
scholarship and excellence are expected for promotion and tenure. Scholarship mustbe
documented in the major area identified by the appointment track(s) (Oncologic Sciences
18
Included here are brief descriptions of the candidate's contributions that maybe
exemplified by but not limited to the following: proactive collaborations with
other USAMCI faculty and Members to enhancethe quality and productivity of
USAMCI interdisciplinary cancer researchprograms; technical assistance,
consultation or advice to support other USAMCI faculty and Members' research;
participation in USAMCI recruitment activities to expand and enhance USAMCI
researchfaculty and programs; joint publications, joint grants /grant applications,
and/or other outcomes of collaborative initiatives among USAMCI faculty and
Members.
b. Technical core-support of USAMCI researchprograms and investigators
Summarizedhere are contributions of a technical nature provided by the candidate
to broadly enable and expand the cancer researchcapabilities acrossthe USAMCI,
USACOM, the University and collaborating institutional partners.
2. Clinical support of the strategic goals, interdisciplinary missions and objectives of the
USAMCI
a
Collaborative engagementin the initiation and growth of USAMCI
programmatically aligned clinical researchand service programs
Included here are brief descriptions of the candidate's contributions that may be
exemplified by but not limited to the following: proactive collaborations with
other USAMCI faculty and Members to enhancethe quality and productivity of
USAMCI interdisciplinary clinical researchand service programs; initiation of
and/or collaboration in the design and implementation of cancer clinical trials
under auspicesof the USAMCI; active support of clinical cancer researchthrough
patient accruals to cancer clinical trials at USAMCI; other support of clinical
cancerresearchand/or interdisciplinary clinical services through direct clinical
participation, and sustained intellectual and practical assistance.
b. Clinical service responsibilities and productivity
This sectionshould be used to describe fully the candidate's individual
productivity as a clinician. Clinics, attending duties, or other clinical
responsibilities should be detailed. For each, the candidate should summarize the
major contributions and clinical responsibilities (e.g., workload, patient numbers,
clinical billings and revenues,etc.). If these have changed from year to year, give
a summaryof responsibilities and clinical volume for each year to be reviewed.
c. Relation of workload to professional/national norms
An objective comparison of the candidate's clinical workload to national or
discipline-specific benchmarks should be included if such data are available
22
3.
b.
Educational and teaching activities specifically in support of the strategic goals,
interdisciplinary missions and/or objectives (Appendix 2) of the USAMCI
4. Community service, outreach and other extramural activities in support of the
USAMCI missions and objectives of the USAMCI
This section may include documentationof contributions to the lay press or articles
published in non-refereed magazinesand journals. Also pertinent to this sectionare
speechesdelivered to civic groups, and contributions to the public through
newspapers,radio, television, and magazines. Other activities which include service
to the lay community should be documented, such as memberships on advisory
boards or boards of directors.
5
Administration
a. Positions held
List all USMCI administrative positions held over the past five years. For each
position, note the inclusive years of appointment.
Evaluation of administrative ability
The USAMCI Director should carefully evaluate the candidate's administrative
ability. Particular emphasis should be directed to the candidate's ability to
superviseand coordinate complex activities. Demonstrated leadership examples
should be noted.
6. Committee service and leadership
List committee memberships over the past five years, noting, if any, those committees
for which the candidate has served as Chair. Note the term of appointment for each
(e.g.,2000-2003).
a. Departmental committees
b.
College or Institute committees
c. University committees
7
Teaching contributions to the secondarydepartment (list any applicable)
This section is required ifpromotion is requestedfor a secondary appointment in a
USACOM department
1
Local teaching contributions of the USAMCI faculty member specifically to the
secondary USACOM department
a. Course responsibilities
For each course, indicate the nature of the course, the number of students
involved (approximately), and the number of contact hours. Only formal (for
23
credit) teaching responsibilities should be included here. If these
responsibilities have changed from year to year, detail the teaching load for
each year to be reviewed.
b. Invited teaching presentations,e.g., Grand Rounds
Give dates, titles of presentationand target audience for each. List only
presentations for the last 5 years.
c. Advising and mentoring responsibilities
This section includes documentation of graduate training in the PhO program
(as major advisor or member of dissertation committees), mentoring of
undergraduateor medical students in the summer researchprogram, the
researchhonors program, or mentoring of master'sdegree students or
mentoring of postdoctoral fellows.
d Graduate medical education
Document involvement in graduate medical education. For eachcourse,
indicate the nature of the training, the number of students involved
(approximately), and the number of contact hours.
2. Evaluation of teaching ability
a. Student and/or resident/fellow evaluations
An evaluation of the candidate'scapabilities as a lecturer and/or as a clinical
preceptor by trainees should be included. Do not include copies of individual
evaluations from students.For each pertinent course, summarize formal
evaluations by studentsfor eachyear. Document trends over the last 5 years.
b. Supervisor/peer evaluation
Departmental chairs or immediate supervisors should carefully evaluate the
candidate's ability to teach. If formal evaluations are conducted on a yearly
basis, the trends in peIformance over the last 5 years should be documented.
c Teaching awards
Awards given within the College as well as awards presented by regional or
national professional groups should be documented here.
24
UNIVERSITY
OF SOUTH ALABAMA
INCREASES IN REQUIRED TUITION AND FEES
2007-2008
Tuition Charge {!er Credit Hour
2004-2005
UndergraduateIn-State
2005-2006
Current
Proposed
2006-2007
2007-2008
$
127.00 $
127.00 $
127.00
UndergraduateOut-of-State
$
254.00
254.00
$
GraduateIn-State
$
167.00 $
167.00 $
GraduateOut-of-State
$
334.00
334.00
$
$
$
Cbaof!e
%Chan!!~
$
/.00
5.5%
268.00
$
i.OO
5.5%
176.00
$
352.00
$
9.00
9.00
5.4%
$
134.00
254.00
$
167.00
$
334.00
$
5.4%
Tuition Charge for Full Academic Year fOTFull- Time* Students
Current
Proposed
UndergraduateIn-State
$ 3,810.00 $ 3,810.00 $ 3,810.00 $ 4,020.00 :$ :210;00
5.5%
UndergraduateOut-of-State
$ 7,620.00 $ 7,620.00 $ 7,620.00 $ 8,040.00 $
420.00
5.5%
GraduateIn-State
$ 4,008.00 $ 4,008.00 $ 4,008.00 $ 4,224.00 $
:216;00
5.4%
GraduateOut-of-State
$ 8,016.00 $ 8,016.00 $ 8,016.00 $ 8,448.00 $
432.00
5.4%
Full AcademicYearReauiredFeesfor Full-Time. Students
Cwrent
RegistrationFee
$
120.00 $
Activity/Athletic Fee
$
176.00 $
StudentHealthCenterFee
$
38.00
StudentCenterFee
$
16.00 $
Library andFacilitiesFee
$
30.00
Building Fee
TransportationFee
Total Required Feesfor Full Year
$
$
$
Proposed
120.00 $
120.00
$
120.00
no change
no change
206.00
$
206.00
$
206.00
nochange
no change
50.00
$
50.00
$
60.00
$
16.00 $
16.00
$
16.00
nochange
no change
no change
no change
$
$
60.00
$
60.00
$
60.00
100.00 $
200.00
$
200.00
$
300.00
40.00
$
40.00
$
40.00
692.00
$
692.00
$
802.00
-$
480.00
$
The building feeincreasegeneratesapproximately$1,100,000.
5
$
JO.OO
JOO~OO
Roc/laRge
$
JI0.00
20%
50.0%
no change
15.9%
$1,100,000
Average
'
The University ofSouthA/abama
ResidentGraduateChargesat AlabamaDoctoralInstitutions
5- Year Change
2003-04
AU
UA
UAB
2004-05
2005-06
2006-07
2007-08 Absolute Percentage
$
$
$
$
4,426 $
4,134 $
4,046 $
5,168 $
4,988 $
4,630 $
4,602 $
5,646 $
5,198 $
4,864 $
4,804 $
5,866 $
5,416
5,278
4,804
6,072
$
4,444 $
4,967 $
5,183 $
5,393 $
$
USA
$
3~956 $
4,488 $
4,700 $
4,700 $
5,026 $
USA Above /
(Below) Average
$
(488) $
(479) $
(483) $
(693) $
UAH
$
$
$
$
-$
-$
-$
-$
(367)
990
.1,144
158
904
22%
28%
19%
17%
949
21%
l'£\~l\:
'.
l'VfV
~
,
27%
~!i~~~~.~
I
SOURCE:2003-2004,2004-2005,2005-2006,2006-2007institutional datasuppliedin ACHE Tuition and Fee Schedule.
NOTES: Tuition and feeamountsareannualizedon a graduateload of24 credithoursovertwo semesters.
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UNIVERSITY OF SOUTH ALABAMA
TELEPHONE: (251) 460-6171
VICE PRESIDENT
FORSTUDENT AFFAIRS
SC 270 .MOBILE,
ALABAMA
June I, 2007
I{E('D
OFFICEOF THE PRESIDENl
JUt4 0 1 2007
TO:
V. GordonMoulton
President
FROM:
DaleT. Adams""~~'t~
~
VicePresident
for Student
Affairs
UNIVERSITY OF SOUTH ALABAMI'
After review of the financial needs for retiring of the bonds for construction of the
rec center, I am recommending a $50 per semesterfee to be used for that purpose. As
you know we have discussed extensively this fee with our previous student gov~rnment
officers and the current leadership. All parties are unanimous in their support of the fee
beginning fall 2007.
,
It is clearalsothat this fee only partially coversihe costof the debtservibefor the
building. The studentleadershipis excitedaboutthis facility andis actuallyparticipating
in its designanddevelopment.
11
AN AFFIRMATIVEACTION/EQUALOPPORTUNITYEDUCATIONALINSTITUTION
36688-0002
REC'D
OFFI:CE
OFTHE PRESIDENT
UNIVERSITY OF SOUTH ALABAMA
JUN0 7 2007
s~2~J~~m~~~MA
VICE PRESIDENT
FOR STUDENT AFFAIRS
June 1,2007
TO:
V. GordonMoulton
President
FROM
DaleT. Ad::-l~~-L'7!(X1~
VicePresident
for Student
Affairs
RE:
StudentHealthFee
~
Based on the information in the attachedmemo to Sam Stradaand Ms. ]ate, it
appears that an increase in the student health fee is reasonable. I think the most [mportant
aspectis the third party billing. Recovering the costs of service from the user where
possible forestalls the need for further increasesto ~students.
DTAlbjs
12
AN AFFIRMATIVE
ACTION IEQUAL OPPORTUNITY EDUCATIONAL
INSTITUTION
UNIVERSITY OF SOUTH ALABAMA
TELEPHONE: (251)460-7151
HSB, SUITE 1450 .MOBILE, ALABAMA 36688-0002
FAX: (251) 414-8227
STUDENT HEALTH SERVICES
MEMORANDUM
TO:
Dr. Sam Strada
Dean, College of Medicine
BeckyTate
CEO, Health ServicesFoundation
FROM: BeverlyKellen~1~311L
Practice Director CJ
RE:
/If'--/
Student Health Center Fee Increase and BillingOpportunnity
DATE: May 1, 2007
The Student Health Center continues to see record numbers of patients.!
Thus far this
academic
year, we have averaged
70 patients/day
with one full-time physician and
one full-time nurse practitioner.
This represents
a 15% increase
in utilization
as
compared
with last year.
All patients must complete
a patient information
form
indicating,
among other things, whether or not they are covered
by health insurance.
Nearly 82% of the patients that are currently being treated at the Student Health Center
are covered
by health insurance and most live off-campus
and are our domestic
students.
As our campus moves more and more towards a true residential campus necessitating
additional dormitories and plans for a much improved
recreation
center, and given
our steady enrollment increases, the student health center is faced with the challenge
of how to be able to afford excellent,
quality care for this evolving student population.
Responding to this challenge, I would like to propose the following:
.
increase our health fee from $25 to $30 beginning with the fall semester 2007.
begin billing third party insurance carriers to manage cost which will help
mitigate future health fee increases
charge co-payments for both insured and uninsured and any ancillary costs, i.e
arc items or items not covered by insurance companies
Responding
to limited state support,
college
and university administrators
have
naturally raised tuition and fees. More and more student health centers across the
country have begun third party billing as a means of covering
health care costs.
Financially, charging insurance companies,
standard practice in every clinical setting
save college health, supports the student health center in its effort to become a selfsupporting auxiliary enterprise.
The student health fee will be considered
an access
fee as we only treat students who are currently enrolled and have paid their health fee.
Office visits shall be billed to the student's private health insurance.
To reiterate, the
13
only place in American medicine where a patient visits a physician but receives no bill
for that visit has been up until now, in college health. Conversely, billing an office visitto a health insurance company that receives a monthly premium and expects to pay
office visit reimbursement -mitigates
fee increases, while simultaneously augmenting
financial resources to enrich health services. From a non.;.financialperspective,
parents
and students have voiced during summer orientation that if the student health center
would bill their insurance company
that this practice would be considered
more
!'mainstream"
akin to their primary care provider.
With respect to the 20% or so students who currently utilize the student health center
who do not have health insurance, they will be charged a "user" fee of $20. Follow-up
visits for the same diagnosis do not necessitate another $20 user fee. Also, students will
continue to incur nominal charges for products and medications such as for splints and
braces and medications dispensed from our dispensary or for orc items. All charges
must be paid before the student can register for the following semester, transfer to
another institution or graduate. In consulting with our Financial Aid Office, we currently
have an allowance of $975 per semester for personal expenses factored into the cost
of attendance that would encompass health insurance if the student did not have
insurance. I strongly recommend that all students obtain health insurance to help
defray the costs health care, especially if the student faces surgery, serious illness or
injury.
Additional revenue for the student health service will enable us to expand the number
of providers, expand the services offered and expand our hours of operation to reduce
waiting time for our patients and to give them better access to convenient and
accessible health care. Thank you for your consideration.
4
CAMPUS
UNIVERSITY
Date:
June 1,2007
To:
PresidentV. Gordon Moulton
From:
KenDavis {cO
Subject:
Sale of Repoll Road Land
MEMORANDUM
OF SOUTH ALABAMA
REC'O
JF-FICE
OF THE PRESIDENT
JUN () 1 2007
UNIVERSITY OF SOUTH ALABAMt.
At the March 2007 meeting of the University of South Alabama Board of Trustees, the
Board authorized the sale of the 9.77 acres of unimproved land the University owns along Repoll
Road near the intersection of Jeff Hamilton Road and Cottage Hill Road. The land is located
sev~ralmiles away from the University's main campus and likely will never be used as campus
land. The University initially chose the competitive bid processas the method of selling the
land. One bid was received, and it was rejected as being unacceptablylow. Because the
University utilized the competitive bid process and received only one bid, which was rejected, I
feel it would be economically justified and in the University's best interest to use the services of
a realtor to effectively market the property and representthe University throughout the
negotiation process.
Attachment
RENT SUPPLEMENT
AGREEMENT
.,2007
USA Research and Technology Corporation
307 University Boulevard
USA Administration Building, Room 380
Mobile, Alabama 36688
(Hereinafter referred to as "Borrower")
University of South Alabama
307 University Boulevard
Administration Building, Room 380
Mobile, Alabama 36688
(Hereinafter referred to as "USA")
Wachovia Bank, National Association
Mobile, Alabama 36602
(Hereinafter referred to as "Bank")
To induce Bank to make, extend or renew loans, advances, credit, or other financial accommodations to
or for the benefit of Borrower, which are and will be to the direct interest and advantage of the USA, and
in consideration of loans, advances, credit, or other financial accommodations made, extended or
renewed to or for the benefit of Borrower, which are and will be to the direct interest and advantage of the
USA, in connection with a loan to the Borrower, USA hereby absolutely, irrevocably and unconditionally
agrees for the benefit of Bank and its successors and assigns that, to the extent that the Borrower fails to
maintain for any fiscal year of the Borrower or USA during the term of the Term Loan a Debt Service
Coverage Ratio (as defined in the Loan Agreement) of 1.00:1.00 such that the Borrower's Net Operating
Income is, at any such time, less than Borrower's Debt Service obligations to the Bank, USA shall pay to
the Borrower, for the benefit of the Bank, any and all rent amounts necessary to cause Borrower's Net
Operating Income for such fiscal year to be an amount equal to all of Borrower's Debt Service obligations
for such fiscal year.
As used herein "Borrower Loan Documents" means the Construction Loan
Agreement, the Promissory Note and any Leasehold Mortgage and Assignment of Rents to the extent
executed and delivered contemporaneously with the execution and delivery hereof.
USA further covenants and agrees:
USA'S LIABILITY.
This Rent Supplement Agreement is a continuing and unconditional obligation of
payment and performance and not of collection.
USA is, to the extent provided herein, jointly and
severally obligated together with Borrower for the Borrower's obligation to maintain a 1.00:1.00 Debt
Service Coverage Ratio. This Rent Supplement Agreement does not impose any obligation on Bank to
extend or continue to extend credit or otherwise deal with Borrower at any subsequent time. This Rent
Supplement Agreement shall continue to be effective or be reinstated, as the case may be, if at any time
any payment of money from the Borrower to the Bank is rescinded, avoided or for any other reason must
be returned by Bank, and the returned payment shall remain payable as part of USA's obligation
hereunder, all as though such payment had not been made.
CONSENT TO MODIFICATIONS.
USA consents and agrees that Bank (and Borrower with respect
to a, b, and c, below) may from time to time, each in its sole discretion,
without affecting,
impairing, lessening or releasing the obligations of USA hereunder:
535104(Rev22.0)
(a) extend or modify the time, manner, place or terms of payment of performance and/or
otherwise change or modify the credit terms of the Note, Mortgage, Loan Agreement, and/or any other
Loan Document;
(b) increase, renew, or enter into a novation of the Note, Mortgage, Loan Agreement,
other Borrower Loan Document;
and/or any
(c) waive or consent to the departure from terms of the Note, Mortgage, Loan Agreement, and/or
any other Borrower Loan Document;
(d) proceed against, exchange, release, realize upon, or otherwise deal with in any manner any
collateral that is or may be held by Bank in connection with the Note, Mortgage, Loan Agreement, and/or
any other Borrower Loan Document or any liabilities or obligations of USA; and
(e) proceed against, settle, release, or compromise with Borrower, any insurance carrier, or any
other person or entity liable for any part of the Note, Mortgage, Loan Agreement, and/or any other
Borrower Loan Document; and/or subordinate the payment of any part of the Note, Mortgage, Loan
Agreement, and/or any other Borrower Loan Document to the payment of any other obligations, which
may at any time be due or owing to Bank; all in such manner and upon such terms as Bank may deem
appropriate, and without notice to or further consent from USA. No invalidity, irregularity, discharge or
unenforceability of, or action or omission by Bank relating to any part of the Note, Mortgage, Loan
Agreement, and/or any other Borrower Loan Document shall affect or impair this Rent Supplement
Agreement.
Notwithstanding the foregoing subparagraphs (a) and (b), neither Borrower nor Bank will extend
or modify the time, manner, place or terms of payment of performance and/or otherwise change or modify
the credit terms of the Note, Mortgage, Loan Agreement, and/or any other Loan Document without
Borrower or Bank first obtaining the prior approval of USA.
WAIVERS AND ACKNOWLEDGMENTS.
USA waives and releases the following rights, demands,
and defenses USA may have with respect to Bank and collection of the any of Borrower's obligations to
Bank under any Borrower Loan Document:
(a) promptness and diligence in collection of any of Borrower's obligations under any Borrower
Loan Document from Borrower or any other person liable thereon, and in foreclosure of any security
interest and sale of any property serving as collateral for the Borrower's obligations to Bank under any
Borrower Loan Document;
(b) any law or statute that requires that Bank make demand upon, assert claims against, or
collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust
any remedies, or take any other action against Borrower or other persons or entities prior to making
demand upon, collecting from or taking action against USA with respect to the Borrower's obligations to
Bank under any Borrower Loan Document, including any such rights USA might otherwise have had
under any statute and any other applicable law;
(c) any law or statute that requires the Borrower or any other person to be joined in, notified of or
made part of any action against USA;
(d) that Bank preserve, insure or perfect any security interest in collateral or sell or dispose of
collateral in a particular manner or at a particular time, provided that Bank's obligation to dispose of
Collateral in a commercially reasonable manner is not waived hereby;
(e) notice of extensions, modifications, renewals, or novations of the Note, Mortgage, LoanAgreement,
and/or any other Borrower Loan Document, of any new transactions or other relationships
535104(Rev 22.0)
Page2
between Bank and Borrower I and of changes in the financial condition of. ownership
structure of Borrower;
of. or business
(f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of
intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of
any kind whatsoever to which USA may be entitled;
(g) the right to assert against Bank any defense (legal or equitable), set-off, counterclaim,
claim that USA may have at any time against Borrower or any other party liable to Bank;
(h) all defenses relating to invalidity, insufficiency, unenforceability,
impairment of Bank' lien on any collateral, or of the Borrower Loan Documents;
enforcement,
or
release or
(i) any right to which USA is or may become entitled to be subrogated to Bank' rights against
Borrower or to seek contribution, reimbursement, indemnification, payment or the like, or participation in
any claim, right or remedy of Bank or its affiliates against Borrower or any security which Bank or its
affiliates now has or hereafter acquires, until such time as all of Borrower's obligations to Bank arising out
of or under any Loan Document have been fully satisfied beyond the expiration of any applicable
preference period;
(j) any claim or defense that acceleration of maturity of the Borrower's obligations to Bank is
stayed against USA because of the stay of assertion or of acceleration of claims against any other person
or entity for any reason including the bankruptcy or insolvency of that person or entity; and
(k) the right to marshalling of Borrower's assets or the benefit of any exemption claimed by USA.
USA acknowledges and represents that USA has relied upon USA's own due diligence in making an
independent appraisal of Borrower, Borrower's business affairs and financial condition, and any collateral;
USA will continue to be responsible for making an independent appraisal of such matters; and USA has
not relied upon Bank for information regarding Borrower or any collateral.
FINANCIAL CONDITION AND ACCREDITATION.
and its affiliates that on and after the date hereof:
USA warrants,
represents
and covenants to Bank
(a) all audited financial statements of USA as of any fiscal year ended September 30
furnished to Bank (if any) are correct and accurately reflect the financial condition of USA as of the
respective dates thereof;
(b) since the date of such financial statements, as of September
occurred a material adverse change in the financial condition of USA;
30, 2006, there has not
(c) there are not now pending any court or administrative proceedings or undischarged judgments
against USA, no federal or state tax liens have been filed or threatened against USA, and USA is not in
default or claimed default under any agreement;
(d) USA is an accredited member of the Southern Association of Colleges and Schools and (f) at
such reasonable times as Bank requests, USA will furnish Bank and its affiliates with such other financial
and accreditation information as Bank and its affiliates may reasonably request, subject however to
federal and state laws mandating the privacy of such records.
INTEREST AND APPLICATION
OF PAYMENTS.
Regardless of any other provision of this Rent
Supplement Agreement or other Borrower Loan Document, if for any reason the effective interest on any
of the Borrower's payment obligation under any Borrower Loan Document should exceed the maximum
lawful interest, the effective interest shall be deemed reduced to and shall be such maximum lawful
interest, and any sums of interest which have been collected in excess of such maximum lawful interest
535104 (Rev 22.0)
Page3
shall be applied as a credit against the unpaid principal balance of the Borrower's payment obligations to
the Bank. Monies received from any source by Bank for application toward payment of the Borrower's
obligations may be applied to such Borrower's payment obligation in any manner or order deemed
appropriate by Bank and its affiliates.
DEF AUl T.
If any of the following
Agreement shall exist:
events occur. a default ("Default")
under this Rent Supplement
(a) failure of timely payment or performance of any of Borrower's obligations to Bank or a default
under any Borrower Loan Document;
(b) a breach of any material agreement or representation
Supplement Agreement, or any of the Borrower Loan Documents;
contained or referred to in the Rent
(c) the dissolution of, termination of existence of, loss of good standing status by, appointment of
a receiver for, assignment for the benefit of creditors of, or the commencement of any insolvency or
bankruptcy proceeding by or against USA; and/or
(d) Bank determines in good faith, in its sole discretion, that the prospects for payment or
performance of the Borrower's obligations to Bank arising out of or under any Borrower Loan Document
are impaired or a material adverse change has occurred in the business or prospects of Borrower,
financial or otherwise.
REMEDIES IN THE EVENT OF A DEFAULT.
The research park established by the Borrower is
essential to the educational and research mission of USA and maintenance of the properties of Borrower
in a manner consistent with the goal of USA to maintain a research park of the highest quality and
national reputation is of paramount importance to the USA. Accordingly, USA and Bank agree as follows:
(a) If a Default occurs, the Bank shall, prior to exercising any remedies it may have under any of
the Borrower Loan Documents, notify USA of any such Default;
(b) USA Shall have thirty (30) days following notice given to it of such Default to cure such default
to the satisfaction of Bank;
(c)ln the event that such Default has not, upon the expiration of such thirty (30) day period, been
cured to the satisfaction of the Bank, either by USA paying Borrower, for the benefit of the Bank, any and
all rent amounts necessary to cause Borrower's Net Operating Income for any fiscal year of the Borrower
to be an amount equal to all of Borrower's Debt Service obligations, then USA shall acquire the MProperty"
(as defined in the First and Second Mortgage), subject only to Bank's rights under the Second Mortgage
in the amount not to exceed $2,000,000 securing Borrower's swap obligations, by prepaying the principal
and interest owed by the Borrower to the Bank under the Note, including, without limitation, any and all
accrued principal and interest up to and including the date of the prepayment.
The acquisition and
prepayment shall also include any and all expenses Bank incurs or has incurred as a result of the Default,
including, without limitation, any and all attorney's fees and other costs of collection actually incurred.
Upon acquisition and prepayment by USA of the Note pursuant to the preceding subparagraph
(c), USA shall prepare and Bank will execute and deliver to USA such documents as may be necessary
to release Borrower from the First Mortgage and otherwise relinquish all rights of Bank against USA
under any of the Borrower Loan Documents. The Second Mortgage will be released by Bank only upon
Borrower's satisfaction of all its obligations arising under the swap agreement between Borrower and
Bank.
ATTORNEYS' FEES AND OTHER COSTS OF COLLECTION.
USA shall pay all of Bank's and its
affiliates' reasonable expenses incurred to enforce or collect any of the Borrower's obligations to the Bank
under any Borrower Loan Document, including, without limitation, reasonable arbitration, paralegals',
535104
(Rev 22.0)
Page4
attorneys' and experts' fees and expenses, whether incurred without the commencement of a suit, in any
suit, arbitration, or administrative proceeding, or in any appellate, or bankruptcy proceeding.
SUBORDINATION
OF OTHER DEBTS.
USA agrees:
(a) to subordinate the obligations now or hereafter owed by Borrower to USA ("Subordinated
Debt") to any and all obligations of Borrower to Bank now or hereafter existing while this Rent
Supplement Agreement is in effect, provided however that USA may receive regularly scheduled principal
and interest payments on the Subordinated Debt so long as
(i) all sums due and payable by Borrower to Bank and its affiliates have been paid in full
on or prior to such date, and
(ii) no event or condition which constitutes or which with notice or the lapse or time would
constitute an event of default with respect to the Borrower's obligations under any Borrower Loan
Document shall be continuing on or as of the payment date;
and
(b) except as permitted by this paragraph. USA will not request or accept payment of or any
security for any part of the Subordinated Debt, and any proceeds of the Subordinated Debt paid to USA,
through error or otherwise, shall immediately be forwarded to Bank by USA, properly endorsed to the
order of Bank.
MISCEllANEOUS.
Assignment.
This Rent Supplement Agreement and other Borrower Loan
Documents shall inure to the benefit of and be binding upon the parties and their respective heirs. legal
representatives, successors and assigns.
Bank's interests in and rights under this Rent Supplement Agreement and other Borrower Loan
Documents are freely assignable, in whole or in part, by Bank. Prior to any assignment, Bank will give
USA and Borrower 45 days written notice. Any assignment shall not release USA from its obligations
hereunder.
Organization;
Powers.
USA
is a body corporate and politic under the laws of the State of Alabama
(ii) has the power and authority to own its properties and assets and to carry on its business as
now being conducted and as now contemplated; and
(iii) has the power and authority to execute, deliver and perform, and by all necessary action has
authorized the execution, delivery and performance of, all of its obligations under this Rent Supplement
Agreement and any other Borrower Loan Document to which it is a party.
Applicable Law; Conflict Between Documents.
This Rent Supplement Agreement shall be governed
by and construed under the laws of the state named in Bank's address shown above without regard to
that state's conflict of laws principles. If the terms of this Rent Supplement Agreement should conflict with
the terms of any commitment letter that survives closing, the terms of this Rent Supplement Agreement
shall control.
Severability.
If any provision of this Rent Supplement Agreement or of the other Borrower Loan
Documents shall be prohibited or invalid under applicable law, such provision shall be ineffective but only
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Rent Supplement Agreement or other Borrower Loan Documents.
535104(Rev 22.0)
Page5
Payments.
All payments shall be mailed to Commercial Loan Services, P. O. Box 740502, Atlanta, GA
30374-0502.
Notices.
Any notices to USA shall be sufficiently given if in writing and mailed or delivered to USA's
address shown above or such other address as provided hereunder, and to Bank, if in writing and mailed
or delivered to Wachovia Bank, National Association, Mail Code VA7628, P.O. Box 13327, Roanoke, VA
24040 or Wachovia Bank, National Association, Mail Code VA7628, 10 South Jefferson Street, Roanoke,
VA 24011 or such other address as Bank may specify in writing from time to time. Notices to Bank must
include the mail code. In the event that USA changes USA's address at any time prior to the date that all
Borrower's obligations to Bank are paid in full, USA agrees to promptly give written notice of said change
of address to Bank by registered or certified mail, return receipt requested, all charges prepaid.
Plural; Captions.
All references in the Borrower Loan Documents to borrower, person, document or
other nouns of reference mean both the singular and plural form, as the case may be, and the term
"person" shall mean any individual person or entity.
The captions contained in the Borrower Loan
Documents are inserted for convenience only and shall not affect the meaning or interpretation of the
Borrower Loan Documents. Binding Contract.
USA by execution of and Bank by acceptance of this
Rent Supplement Agreement agrees that each party is bound to all terms and provisions of this Rent
Supplement Agreement.
Amendments,
Waivers and Remedies.
No waivers, amendments or modifications
of this Rent
Supplement Agreement and other Borrower Loan Documents shall be valid unless in writing and signed
by an officer of Bank. No waiver by Bank of any Default shall operate as a waiver of any other Default or
the same Default on a future occasion. Neither the failure nor any delay on the part of Bank in exercising
any right, power, or privilege granted pursuant to this Rent Supplement Agreement and other Borrower
Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude
any other or further exercise or the exercise of any other right, power or privilege. All remedies available
to Bank with respect to this Rent Supplement Agreement and other Borrower Loan Documents and
remedies available at law or in equity shall be cumulative and may be pursued concurrently or
successively.
LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO,
INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR
ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM
THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE
BORROWER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BElWEEN OR
AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT
SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES.
EACH
OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR
EXEMPLARY
DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN
CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME
IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE.
Final Agreement.
This Agreement and the other Borrower Loan Documents represent the final agreement between the
parties and may not be contradicted by evidence of prior, contemporaneous or subsequent agreements of
the parties. There are no unwritten agreements between the parties.
FINANCIAL AND OTHER INFORMATION.
USA shall deliver to Bank such information as Bank may
reasonably request from time to time, including without limitation, financial statements and information
pertaining to USA's financial condition. Such information shall be true, complete, and accurate.
NEGATIVE COVENANTS.
USA agrees that from the date hereof and until final payment in full of the
Borrower's obligations to the Bank under any Loan Document, unless Bank shall otherwise consent in
writing, USA will not:
535104 (Rev 22.0)
Page6
Default under Other Material Contracts or Material Obligations.
Default on any Material contract with
or obligation when due to a third party or default in the performance of any to a third party incurred for
money borrowed. For the purposes hereof, "Materia'" shall mean any contract or obligation where USA's
default or alleged default is for an amount in excess of $1,000,000. Judgment Entered. Permit, in an
amount in the excess of $1,000,000, the entry of any monetary judgment or the assessment against, the
filing of any tax lien against, or the issuance of any writ of garnishment against any property of or debt
due.
WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF USA BY
EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS RENT
SUPPLEMENT AGREEMENT,
THE BORROWER
LOAN DOCUMENTS
OR ANY AGREEMENT
CONTEMPLATED
TO BE EXECUTED
IN CONNECTION
WITH THIS RENT SUPPLEMENT
AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION
IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS RENT SUPPLEMENT AGREEMENT.
EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE
ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES
CONTAINED
IN ANY BORROWER
LOAN DOCUMENT OR ANY OTHER
DOCUMENT OR
AGREEMENT
HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING
REPLACED,
SUPPLEMENTED,
EXTENDED
OR MODIFIED BY, THIS RENT SUPPLEMENT
AGREEMENT.
IN WITNESS WHEREOF, USA, on the day and year first written
Supplement Agreement to be duly executed under seal.
above,
has caused this Rent
University of South Alabama
By:
(SEAL)
, Title:
Name
CAT -Deal # 769575 Facility ID 563457
535104(Rev 22.0)
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