MEETING OF THE COMMITTEE OF THE WHOLE OF THE BOARD OF TRUSTEES HOUSTON COMMUNITY COLLEGE SYSTEM January 20, 2005 Minutes The Board of Trustees of the Houston Community College System met as a Committee Of The Whole on Thursday, January 20, 2005, at the System Administration Building, Seminar Room A, Second Floor, 3100 Main, Houston, Texas. BOARD MEMBERS PRESENT Herman Litt, Chair Michael P. Williams, D.Min., Vice Chairman Yolanda Navarro Flores, Secretary Diane Olmos Guzman, Deputy Secretary Jay K. Aiyer Bruce A. Austin Abel Davila James R. Murphy Christopher W. Oliver ADMINISTRATION Bruce H. Leslie, Chancellor Doretha Eason, Interim Deputy to the Chancellor Charles Cook, Vice Chancellor, Educational Development Irene Porcarello, Interim Vice Chancellor, Institutional Development Jose Villarreal, Vice Chancellor, Economic Development Gloria Walker, Vice Chancellor, Finance and Administration Sue Cox, President, Southwest College Margaret Ford, President, Northeast College Fena Garza, President, Southeast College Zach Hodges, President, Northwest College Patricia Williamson, Interim President, Central College Rosie Barrera, Associate Vice Chancellor, Communications Miles LeBlanc, General Counsel Willie Williams, Interim Executive Director, Human Resources OTHERS PRESENT Jarvis Hollingsworth, System Counsel, Bracewell & Patterson Mike Edwards, President, Faculty Association Other administrators, citizens and representatives from the news media CALL TO ORDER Mr. Litt called the meeting to order at 4:40 p.m. and declared the Board convened to consider matters pertaining to the Houston Community College System as listed on the duly posted meeting notice. ELECTION OF OFFICERS FOR 2005 Houston Community College System Committee of the Whole – January 20, 2005 – Page 2 Dr. Michael P. Williams Elected Chairman Motion — Mr. Litt nominated Dr. Michael P. Williams for Chairman. Mr. Aiyer seconded the nomination. Motion — Mr. Aiyer moved that nominations cease. Second was inaudible. Motion carried 8-0. (Mr. Oliver had not yet arrived) Dr. Williams was elected Chairman 8-0. (Dr. Williams took the chair) Yolanda Navarro Flores Elected Vice-Chairman Motion — Mr. Davila nominated Yolanda Navarro Flores for Vice-Chairman. Ms. Olmos Guzman seconded the nomination. Motion — Mr. Aiyer moved that nominations cease. Second was inaudible. Motion carried 8-0. Ms. Navarro Flores was elected Vice-Chairman 8-0. Diane Olmos Guzman Elected Secretary Motion — Ms. Navarro Flores nominated Diane Olmos Guzman for Secretary. Mr. Murphy seconded the nomination. Motion — Mr. Aiyer moved that nominations cease. Second was inaudible. Motion carried 8-0. Ms. Olmos Guzman was elected Secretary 8-0. Bruce Austin Elected Deputy Secretary Motion — Mr. Davila nominated Bruce Austin for Secretary. Mr. Aiyer seconded the nomination. Motion — Mr. Aiyer moved that nominations cease. Second was inaudible. Motion carried 8-0. Mr. Austin was elected Deputy Secretary 8-0. RECESS CALLED Chairman Williams called a recess at 4:43 p.m. The meeting was reconvened at 4:45 p.m. PRESENTATIONS FROM FINANCIAL ADVISORY FIRMS Gloria Walker explained that HCC solicited requests for proposals for a firm to provide financial advisory services. The following responded to the RFP and were selected to make presentations to the Board. Each firm was given five minutes to present their proposal, following by a question and answer session. 1. RBC Dain Rauscher Houston Community College System Committee of the Whole – January 20, 2005 – Page 3 2. 3. 4. Coastal Securities, Estrada Hinojosa & Company First Southwest Company/Ramirez & Co., Inc. Southwest Securities (Mr. Oliver arrived at 5:20 p.m.) (Mr. Austin left at 5:25 p.m.) Following the presentation, Ms. Walker was asked to give a recommendation from administration. She stated that if the Board wished to rotate professional services contracts, she would recommend Dain Rauscher. However, she stated that she valued the relationship established with Coastal Securities who had served as financial advisor for several years. MOTION TO RECOMMEND APPROVAL OF COASTAL SECURITIES AS FINANCIAL ADVISORS FAILED Motion: Ms. Navarro Flores made a motion to place the following item on the Consent Agenda for approval at the Regular Board Meeting of January 27, 2005: Approve Coastal Securities to provide financial advisory services for HCC. Mr. Murphy seconded the motion. Motion failed 2-6, with Trustees Murphy and Navarro Flores voting in support; and Trustees Aiyer, Davila, Litt, Oliver, Olmos Guzman, Williams opposed. RECOMMEND APPROVAL OF DAIN RAUSCHER AS FINANCIAL ADVISORS Motion – Mr. Oliver made a motion to place the following item on the Consent Agenda for approval at the Regular Board Meeting of January 27, 2005: Approve Dain Rauscher to provide financial advisory services for HCC and authorize the Chancellor to negotiate and exe cute a contract for financial advisory services with the firm. The contract will be for one year with renewal options. Motion carried 6-1, with Trustees Aiyer, Litt, Murphy, Oliver, Olmos Guzman, and Williams voting in support. Trustee Navarro Flores voted against the motion and Trustee Davila abstained. RECOMMENDATIONS FOR CONSENT AGENDA OF JANUARY 27, 2005 Motion – Mr. Aiyer made a motion to place the following recommendations on the Consent Agenda for approval at the Regular Board Meeting of January 27, 2005. Ms. Navarro Flores seconded the motion. Motion carried 8-0. • Sub recipient Agreement between HCCS and HEB to provide training and job placement to new and/or incumbent workers; • Purchase of Diesel Fuel and Unleaded Gasoline for the Northeast College Truck Driving Training Program; • Transportation services for students at the Katy Mills facility; • Ratification of expenditures for Smarthinking (on-line tutoring); • Investment Report for the month of November 2004; and • West Loop Center Build-Out RECESS CALLED Houston Community College System Committee of the Whole – January 20, 2005 – Page 4 Chairman Williams called a recess at 6:00 p.m. The meeting was reconvened at 6:10 p.m. PRESENTATIONS FROM CONSTRUCTION FIRMS The Trustees heard presentations from the three top-ranked firms to provide the design-build construction of Phase 1 of the Public Safety Institute. Firms making presentations included: 1. 2. 3. Pepper-Lawson Construction, L. P. (recommended by the evaluation team) Constructors & Associates, Inc. J. E. Dunn Construction (Mr. Austin returned at 6:45 p.m.) RECOMMEND APPROVAL OF PEPPER-LAWSON CONSTRUCTION TO PROVIDE DESIGN-BUILD SERVICES FOR THE PUBLIC SAFETY INSTITUTE Motion – Mr. Murphy made a motion to place the following item on the Consent Agenda for approval at the Regular Board Meeting of January 27, 2005: Authorize the Chancellor to negotiate a Design Build Contract with Pepper-Lawson Construction to provide for the design-build construction of Phase 1 of the Public Safety Institute that includes the burn building, firing range and training tower structures. Ms. Navarro Flores seconded the motion. Terry Haymond was called upon to advise the Board on the qualifications of the three teams. Motion carried 9-0. PROCEDURAL ISSUES DISCUSSED BY THE TRUSTEES The Board discussed procedural issues concerning items considered by the Committee of the Whole and what constitutes final action. The matter was referred to the Board Operations Committee for development of a policy. RECOMMEND APPROVAL OF LOAN AND REIMBURSEMENT RESOLUTION Motion – Mr. Murphy made a motion to place the following item on the Consent Agenda for approval at the Regular Board Meeting of January 27, 2005: Authorize the Chancellor to negotiate a loan and execute all necessary loan documents with the financial institution approved by the Board to finance the following items and ratify any prior actions taken regarding same. The items to be financed are as follows: ÿ Westgate Atrium building - $7,785,000 ÿ 24.2636 acres of land adjacent to the Westgate Atrium building - $3,170,000 ÿ 89.0567 acres of land adjacent to the Northeast Campus - $3,640,803 and to authorize and take necessary action on a Resolution expressing intent to finance expenditures to be incurred in acquiring the facility and land identified above, which will enable the System to be reimbursed for those expenditures made from the public facility corporation bond proceeds. Ms. Navarro seconded the motion. Jorge Rodriguez, financial advisor, with Coastal Securities explained the financing for acquisition of the facility and land and responded to questions from the Board. The Chancellor acknowledged a request from Trustee Davila for a master plan for the Southeast College that would ensure that financing mechanisms were in place for future expansion and programs, for discussion at the February Board Meeting. Houston Community College System Committee of the Whole – January 20, 2005 – Page 5 Motion carried 8-0 (Mr. Aiyer was out of the room). Mr. Rodriguez expressed appreciation for the opportunity of serving as financial advisor for the past several years and looked forward to the opportunity to work with HCC in the future. ADJOURNMENT TO CLOSED OR EXECUTIVE SESSION Chairman Williams adjourned the meeting to Executive Session at 7:35 p.m., notice having previously been given and reiterated by her in accordance with Sections 551.071 of the Open Meetings Law. He stated that any final action, vote or decision on any item discussed in Executive Session would be taken up in Open Session or in a subsequent Public Meeting. He reconvened the meeting in Open Session at 7:55 p.m. and entertained motions on pending matters. RESOLUTION AND SETTLEMENT APPROVED IN THE MATTER OF DIBENS ENTERPRISES, LLC. Motion – Ms. Navarro Flores made a motion to place the following recommendation on the Consent Agenda for approval at the Regular Board Meeting of January 27, 2005: Approve the Original Plan of Reorganization filed on October 15, 2004, as amended by that First Modification of Debtor’s Original Plan of Reorganization, filed December 21, 2004, in the case styled In Re Dibens Enterprises, LLC, Case No. 04-40418-H1-11 in the United States Bankruptcy Court for the Southern District of Texas (Houston Division). Motion carried 6-0 (Present were Trustees Austin, Litt, Navarro Flores, Oliver, Olmos Guzman and Williams). RECOMMEND APPROVAL OF CONTRACT TO LEASE PROPERTY AT 811 DALLAS FOR HCCS CORPORATE TRAINING FACILITIES Motion – Mr. Litt made a motion to place the following recommendation on the Consent Agenda for approval at the Regular Board Meeting of January 27, 2005: Authorize the Chancellor to negotiate and approve a contract to lease property located at 811 Dallas to serve as HCCS’ Corporate Training facilities for the Central College Continuing Education Division. Mr. Oliver seconded the motion. Motion carried 6-0. NEXT REGULAR MEETING Chairman Williams announced that the Regular Board Meeting of January 27, 2005 would begin at 2:00 p.m., instead of 4:00 p.m. ADJOURNMENT With no further business, the meeting was adjourned at 7:55 p.m. Minutes Prepared by: Linda Gray, Board Services Reviewed and Submitted by: Yolanda Navarro Flores, Secretary Board of Trustees Minutes Approved as Submitted: February 24, 2005