REGULAR MEETING OF THE BOARD OF TRUSTEES HOUSTON COMMUNITY COLLEGE SYSTEM

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REGULAR MEETING

OF THE BOARD OF TRUSTEES

HOUSTON COMMUNITY COLLEGE SYSTEM

December 11, 2008

Minutes

The Board of Trustees of the Houston Community College System held a Regular

Meeting on Thursday, December 11, 2008 at the System Administration Building,

Second Floor Auditorium, 3100 Main, Houston, Texas.

BOARD MEMBERS PRESENT

Yolanda Navarro Flores, Chairwoman

Bruce A. Austin, Vice Chair

Diane Olmos Guzman, Secretary

Mills Worsham, Deputy Secretary

Abel Davila

Christopher Oliver

Neeta Sane

Richard Schechter

Dr. Michael P. Williams

ADMINISTRATION

Mary Spangler, Chancellor

Art Tyler, Deputy Chancellor/COO

Renee Byas, General Counsel

Doretha Eason, Executive Assistant to the Chancellor

William Carter, Vice Chancellor, Information Technology

Charles Cook, Vice Chancellor, Vice Chancellor for Instruction

Daniel Seymour, Interim Vice Chancellor, Planning and Institutional Effectiveness

Cheryl Sterling, Interim Vice Chancellor, Student Services

Margaret Ford Fisher, President, Northeast College

Fena Garza, President, Southwest College

William Harmon, President, Central College/Interim President, Coleman College

Zachary Hodges, President, Northwest College

Irene Porcarello, Interim President, Southeast College

Willie Williams, Associate Vice Chancellor, Human Resources

OTHERS PRESENT

Jarvis Hollingsworth, System Counsel, Bracewell & Giuliani

Mary Page, President, Faculty Senate Association

Other administrators, citizens and representatives from the news media

CALL TO ORDER

Mrs. Flores, Chairwoman, called the meeting to order at 4:36 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.

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Regular Meeting – December 11, 2008 – Page 2

PRAYER AND PLEDGE OF ALLEGIANCE

Dr. Margaret Ford Fisher led the prayer and pledge of allegiance to the flag.

APPROVAL OF MINUTES

Approval of Minutes from Annexation Committee Meeting of September 8, 2008,

Special Meeting of September 8, 2008, Special Meeting of September 24, 2008,

Committee of the Whole Meeting of September 24, 2008, and Regular Board Meeting of

September 25, 2008

Motion – Dr. Williams moved and Mrs. Sane seconded.

Mr. Schechter observed the following corrections in the minutes:

1. Annexation Committee Meeting of September 8, 2008 (page 2) – The minutes should reflect that “$14 million was expended on students in Alief”.

2. Special Meeting of September 24, 2008 (page 4) – The minutes should reflect that “Dr. Tyler mentioned that there is approximately $8.16 million in expenses...”

Mr. Oliver moved to approve with noted corrections. Mr. Worsham seconded the motion. The motion passed with a vote of 8-0.

HEARING OF CITIZENS

The following individuals were present to speak before the Board:

Doron Halevy (Closed Session)

Ron Glisk (Closed Session)

Ronald Castro

James Herrington

Fina Mutrina

AWARDS AND PRESENTATION

Check presented to HCC Foundation from Direct Energy Texas for $150,000 for commitment to HCC Division of Extended Learning HVAC Program

CHANCELLOR’S REPORT o Faculty Senate Report – Mary Page, President of the Faculty Senate expressed concern regarding the disaster preparedness plan as well as the communication system to alert faculty and students. o Appreciation to the Board, supporters, administration, staff, faculty, students, voting community, services area, and those involved in the educational engagement efforts for outstanding results of November 4, 2008 when sixty-six percent of the Alief voters casted eighty-two percent in favor of annexing of Alief into HCC service area.

Houston Community College System

Regular Meeting – December 11, 2008 – Page 3 o Financial Aid is now available for the first time to Continuing Education students. o The National Council for Marketing and Public Relations, a professional community college organization, awarded four medallions to HCC individuals this year, which included a gold medallion for the annual report, silver and bronze medallion for computer generated illustrations, and silver medallion for black/white photography area o HCC Missouri City Sienna Plantation Campus and its construction firm, Skanska

USA Building finished in first place at the Houston Chapter of Association

Builders 9 th

Annual Excellence in Construction Awards Competition and received

ICE Award; Skanska also received the Best of Houston Award for their work on the HCC Missouri City Sienna Plantation Campus o Recognition of the Innovation Fund program for the budget year 2008-09 whose projects were approved to received grants funds totaling $750,000. o The monthly Financial Report will be cover under the audit report o Legislative Priorities were discussed at the at the Legislative Committee meeting and will be provided to the Board. o Dr. Fena Garza presented an overview of the Southwest College o A special reception was held prior to the Board meeting for Trustees Flores,

Guzman and Sane who were elected to serve in various positions on the

Association of Community College Trustees

Mr. Schechter asked if Alief was full before annexation and before tuition was lowered.

Dr. Garza apprised that the first floor was full and some classes were switched to the

Alief Continuing Education Center on Bissonnet. Mr. Schechter asked does this mean that if the second floor was built-out, it would be full almost immediately. Dr. Garza informed that there is no doubt that it would be filled immediately.

Mr. Davila asked if master planning for Alief Campus has started. Dr. Spangler informed that the planning has begun and noted that the implementation of the service plan has been initiated.

Mr. Oliver recommended that Dr. Garza and Dr. Spangler complete an assessment of what needs to be done for the Alief campus.

Mr. Davila asked if there has been an RFP to see what architect will be used systemwide. Dr. Spangler mentioned that there need to be an master plan assessment and noted that the RFP is scheduled to go out in January 2009.

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Regular Meeting – December 11, 2008 – Page 4

Mrs. Flores asked if the master planning and assessment RFP has already been put out. Dr. Tyler noted that the master planning RFP is not out at this time, but should be put out in January 2009.

Mrs. Flores asked what was received in the packages. Dr. Tyler noted that this was an

RFP for reviewing master planning for recovering from disasters and assessing how the college academically reconstitutes as well as provide temporary and reconstituted student services and support in wake of another Hurricane Ike or in the event of any natural or man-made disaster, which is different from a master plan of the facilities.

Mrs. Sane commended Dr. Garza and suggested that it is taken into consideration what the community wants in regards to adding the second floor and third floor to the Alief campus. She suggested that administration hold off until a detail plan has been developed as to what should be given back to the Alief community.

Mrs. Guzman noted that the master planning should go under one umbrella for the system architect rather than piecing them together as it relates to the RFP.

Mr. Oliver noted that he raised the same concerns and apprised that it was explained to him that it is actually two separate items; he asked Dr. Tyler to provide insight.

Dr. Tyler noted that an analysis of what needs to be done first is needed; therefore, a master planner would need to assess where the facilities are currently and what conditions they are in, as well as, what concept we are wanting to achieve. He noted that technology has changed how business is done; therefore, assessment of student support and transforming from store fronts to full a community college in the community would need to be completed by an urban planner. He noted that the master planner would then be able to assist in designing campuses that would provide learning and teaching environments that the Board would really want for the communities that HCC serves.

Mrs. Guzman asked why none of the issues have been vetted before the Facilities

Committee if the Board’s guidance is needed. She recommended that the issues come before the committee before presenting to the Board in public.

Dr. Williams mentioned that he would be curious in reviewing a clear, definite, and concrete job description for the system architect so that there is the ability to review what the system architect is hired to do.

Mr. Davila mentioned that this is the first time hearing of the urban planning and noted that it usually the architect who manages the urban planners and requested to see supporting data to show why we are taking this route and research what other colleges are doing.

Mrs. Flores noted that she also asked the question regarding the system architect and was informed that they would be for an assessment of the building.

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Regular Meeting – December 11, 2008 – Page 5

Mr. Davila noted that the RFP should be placed on hold and brought to Committee for vetting. Dr. Spangler apprised that many of the concerns could possibly be resolved by providing additional information.

Mrs. Flores recessed the meeting at 5:41 p.m. and reconvened the meeting at 5:58 p.m.

(Present: Trustees Austin, Davila, Flores, Guzman, Sane, Schechter, and Worsham)

CHAIR’S REPORT

Mrs. Flores announced the following upcoming meetings for the Board: o Election of Officers will take place at the Special meeting scheduled for Friday,

January 9, 2008 o Board Retreat will be held on January 9 and 10, 2009; topics for discussion by the Board at the retreat should be submitted to Board Services

(Mr. Oliver returned at 5:59 p.m.)

Mrs. Flores apprised that she has contact Narcissa Polonia with ACCT about facilitating the retreat.

(Dr. Williams returned at 6:00 p.m.)

Mr. Oliver asked Mrs. Flores if she would reiterate the information. Mrs. Flores advised that the Board will hold a retreat on January 9 th

and 10 th

.

Mr. Oliver noted that he is glad to see the Board taking the initiative to hold a retreat early in the month of January; however, he feels that those who will be elected as officers for that year should be allowed the opportunity to set their own agenda and retreat date. Dr. Williams noted that whatever the process will be needs to be codified because the bylaws state differently. He apprised that there should be a standard of how election of officers will be handled so that there is consistency.

Mrs. Flores reiterated that the first order of business at the retreat would be the election of officers followed by a budget workshop.

CONSENT AGENDA

Motion – Mr. Oliver moved and Mr. Worsham seconded to approve the consent agenda with the exception of items B.4, C.11, and C.12. The motion passed with a vote of 8-0.

The following items were approved:

1. Approve Purchase of CurricUNET Software Application

2. Approve Purchase LI-COR 4300 DNA Analyzer

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Regular Meeting – December 11, 2008 – Page 6

3. Approve Purchase of Digital Microscope & Related Equipment from

Keyence Corporation of America

4. Approve Moving and Relocation Services Contract with A-Rocket

Moving & Storage, Inc. (Project #08-21)

5. Approve Telecommunications Annual Maintenance and System

Support Contract with Verizon Select Services, Inc.

6. Approve Adoption of 403(b) Plan Document Effective January 1, 2009

7. Approve Addition of MetLife Securities and Kipling Jones to List of

Qualified Brokers, Investment Advisors and Banks

8. Approve Funding for Employee Salary and Promotion Increases

9. Approve Payment to Bracewell & Giuliani LLP for Professional

Services (October 2008)

FINANCIAL AUDIT REPORT

Motion – Dr. Williams moved and Mr. Oliver seconded to approve.

Mr. Schechter apprised that the Audit Committee has reviewed the audit report and asked the external auditors to provide a report to the Board.

Ms. Leslie Berardo with Gainer Donnelly & Desroches advised that the college received a an unqualified opinion, which basically means that the financial statements are presented in accordance with General acceptable Accounting Procedures and are materially stated. She noted that in additional to the opinion on the financial statements, there was also a single audit on federal and state dollars because the college receives more than $500,000 on federal and state grants. She advised in a report was issued on internal controls and opinion was issued on the compliance regarding grant requirements for federal and state dollars. She announced that there were no issues on either.

Mr. Schechter noted that the investment policies were also reviewed by the external auditors. Ms. Berardo advised that the state provides three checklists that must be completed and noted that the college’s investments are very safe.

Vote - The motion passed with a vote of 8-0.

FINANCIAL REPORT

Dr. Tyler provided the financial report for the period ending October 31, 2008 and informed that there has been a 9.1% increase in revenues and the expenses have been lowered to below what was anticipated when the budget was projected. He noted that there was a net of approximately $10.8 billion and noted that the college is healthy financially.

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Regular Meeting – December 11, 2008 – Page 7

Dr. Tyler noted that the ending balance for the fiscal year should be in excess of 10% if we continue at this pace. He noted that one of the challenges as it relates to benefits is that in the past. payments were received from the state on monthly, but that has changed where as payments are now received quarterly. He noted that this does have some affect on the cash flow because the funds have to be fronted by the college first and then reimbursement is received.

Dr. Tyler commended the finance staff led by Ron Defalco and Karla Bender for their efforts of providing sound financial stability for the college.

Mr. Schechter referenced the statement for the period ending August 31, 2008 and noted that the college has experienced $4 million in efficiency savings. Dr. Tyler noted that the reduction identified through the Chancellor’s savings/revenue suggestion program.

Mr. Schechter noted that the cash and cash reserves increased from $61 million where they had dropped by $1 million previously. He commended Dr. Tyler for addressing the issue and turning it around, which results in less money spent on debt services. Mr.

Schechter noted that the Division of Extended Learning is also now experiencing a net profit.

Mr. Schechter also noted that the report referenced inter-fund transfer from the reserve and noted that these transfers were made prior to Dr. Tyler’s arrival. Mr. Schechter apprised that in reviewing the minutes, the Board did not vote to approve the $5.5 million transfers that were made. Dr. Tyler stated that he has no knowledge of that.

Mr. Schechter recommended that it would be an appropriate policy that any transfers made at that level, for longer than a very short period of time, with the exception of covering insurance or salaries require apprising the Board and Board approval of the transfer. He requested that administration draft a policy for the Board to approve.

Dr. Williams noted that this is an issued that should be discussed in committee so that the Board can vet with a review of complete information.

Mrs. Flores requested that the item is placed on the agenda for the Board Retreat.

Dr. Williams noted a point of personal privilege in terms of the televising the meetings.

He noted that televising the meetings was a choice that the Board made for the purpose of educating the public and significant presentations by administration need to be part of the televised coverage. He noted that he previously stated that the State of the College presented by the Chancellor is a prime example.

Mr. Oliver asked that the item be discussed in closed session. Dr. Williams asked that item C.12 also be discussed in closed session.

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Regular Meeting – December 11, 2008 – Page 8

ADJOURNED TO CLOSED SESSION

Mrs. Flores adjourned the meeting to Executive Session at 6:27 p.m., notice having previously been given and reiterated in accordance with Sections 551.071, 551.072, and/or 551.074 of the Open Meetings Law. Mrs. Flores 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.

(Mr. Austin arrived during closed session)

Mrs. Flores reconvened the meeting in Open Session at 8:58 p.m. and entertained motions on pending matters.

(Present: Trustees Austin, Davila, Flores, Guzman, Oliver, Sane, Schechter, Williams, and Worsham)

APPROVE JANITORIAL SERVICES (PROJECT #08-19)

Motion - Mr. Oliver moved approval and Mrs. Sane seconded.

Mr. Oliver noted that his vote at the Committee of the Whole meeting was based on a recommendation from administration based on information regarding those who assisted the college in recovery from Hurricane Ike. He asked Dr. Tyler if he would elaborate. Dr. Tyler apprised that there were several companies that assisted the college during the recovery from Hurricane Ike, which included AMB Janitorial. He noted that this should be part of the consideration from the Board perspective, but the

Board does not have to consider it because that is only is his opinion.

Mr. Schechter explained why he abstained at the COTW. He noted that he has tremendous respect for ABM Janitorial; however, two weeks does not equal to five years. He noted the history over the past five years is reflected in the rating and noted that there was a group rated higher by a significant percentage over the others whose price is $80,000 less than AMB. He noted that GCA recommendations and references were outstanding.

Vote – The motion passed with a vote of 6-3 with Mr. Austin, Schechter, and Williams opposing.

APPROVE JOB ORDERING CONTRACTS (JOC) FOR FACILITIES MODIFICATIONS

OR REPAIR

Motion – Mr. Oliver moved and Mr. Worsham seconded.

Dr. Williams asked if there would be competitive bidding per job. Dr. Spangler noted that there would be bids if there are major jobs.

Dr. Tyler noted that the Chancellor directed administration to develop a competitive process for the new JOC; however, details have not been put together. He noted that administration could work within the parameters that the Board sets or the Chancellor directs.

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Regular Meeting – December 11, 2008 – Page 9

Mr. Austin referenced possibly mimicking the Federal Acquisition Regulations process where there is a two-step formal advertising process or utilize a formal bid process where individuals have work orders. He suggested that this process is reviewed as a design.

Dr. Williams and Mr. Oliver asked if there is work to be done, how it is going to be apportioned. Dr. Tyler noted that $25,000 is the bid limit in Texas; therefore, anything over $25,000 would trigger a competitive bid process. Mr. Hollingsworth noted that this does not apply to the JOC. Dr. Tyler apprised that he is aware that it does not apply to

JOC.

Mr. Austin recommended that administration bring a process to the Board to satisfy the

Board’s inquiry.

Dr. Williams asked why is the number of vendors limited to three if the lowest amount is what would set the pace. Dr. Tyler noted that the number is arbitrary and he noted that this is one of the reasons that it was recommended to do it for one year.

Dr. Williams noted that it should be reviewed after six months. Dr. Tyler noted that the

RFP stated one year. Dr. Williams stated that it could still be reviewed by the Board.

Mr. Oliver noted that he needs for administration to provide a reason for determining that three is the number of vendors to be used. Dr. Tyler mentioned that he is not certain if the staff could handle managing five vendors.

Dr. Williams noted that he is uncertain if staff could handle managing more than three; however, he would recommend evaluating in six months. He noted that this is the reason that a system-wide assessment is needed.

Vote – Motion passed with a vote of 8-1 with Mr. Schechter opposing.

TOPIC FOR DISCUSSION AND/OR ACTION

Dr. Williams moved and Mr. Worsham seconded to treat as a consent agenda with the exception of item A.3. The following items were approved:

1. Investment Report for the Month of September 2008

2. Purchase of Electric Hospital Beds (Project #09-08)

3. Payment to Bracewell & Giuliani LLP for Professional Services (November 2008)

4. Engagement for Legal Services with Thompson & Horton LLP

(Mr. Davila left at 9:30 p.m.)

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Regular Meeting – December 11, 2008 – Page 10

LEASE AGREEMENT BETWEEN HCC AND TEXAS MEDICAL CENTER

Motion – Mrs. Sane moved to approve and seconded by Mrs. Guzman.

Mrs. Sane asked what the cash flow is. Dr. Tyler referred the Board to page 2 where the cash investment is discussed. He noted that this would allow moving the pharmacy program and noted that the cost would be $800,000. The cost analysis noted that $1.58 million net surplus over ten years. He noted that by vacating the pharmacy program from the Coleman building would provide additional space for the nursing program. This would also leverage a partnership with Texas Southern University.

Mrs. Sane reiterated that a cash flow analysis over the next ten years should be provided. Mr. Oliver noted that this may not be feasible at this time.

Mrs. Guzman asked if the lease would provide some of the cost for the build-out. Mr.

Austin stated that with the status of space in the medical center, he sees why the college has determined to lease.

Mr. Schechter noted that the discussion is regarding a pharmacy program; however, there were other buildings that the college had an opportunity to review and asked if it would make sense for the two entities to review other options. Dr. Tyler noted that outside of the complex, there are other amenities with the opportunity for students to utilize these facilities.

Mrs. Sane asked if the item must be approved immediately. Dr. Tyler apprised that based on the time frame for moving the program, it needs to be done to move forward; therefore, no it could not necessarily wait.

Mr. Oliver noted that in the future it would be good have such items come before the

Board in enough time to allow for vetting.

Mr. Austin noted that he agrees with what is being done except for the term. He noted that there is no descending period on cost. He noted that the question will be if this is the best decision.

Dr. Williams noted that once again it should be noted that the Board is being forced to make a decision on a short period for reviewing. He recommended that the item is tabled until January 2009. He noted that he is for the program but noted that negotiations need to be reviewed.

Mr. Oliver asked if the agreement could be re-worked with a shorter term.

Mr. Schechter asked for the length of Texas Southern University lease. Dr. Tyler noted that they are leasing next to the space and advised that their lease is for ten years, but not aware of how long they have been in the lease.

The item was tabled for further review.

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Regular Meeting – December 11, 2008 – Page 11

Mrs. Flores expressed appreciation to the Chancellor, administration, Board Services for their diligent work and efforts throughout 2008.

ADJOURNMENT

With no further business coming before the Board, the meeting adjourned at 9:54 p.m.

Minutes recorded, transcribed & submitted by:

Sharon Wright, Executive Administrative Assistant, Board Services

Minutes Approved as Submitted:

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