MEETING OF THE COMMITTEE OF THE WHOLE OF THE BOARD OF TRUSTEES HOUSTON COMMUNITY COLLEGE January 12, 2012 Minutes The Board of Trustees of Houston Community College met as a Committee of the Whole on Thursday, January 12, 2012, at the HCC Administration Building, 2nd Floor, 3100 Main in Seminar Room A, Houston, Texas. COMMITTEE MEMBERS PRESENT Mary Ann Perez, Chair Bruce Austin, Vice Chair Neeta Sane, Secretary Yolanda Navarro Flores Eva Loredo Sandie Mullins Christopher W. Oliver Carroll G. Robinson Richard Schechter ADMINISTRATION Art Tyler, Deputy Chancellor/COO Renee Byas, General Counsel Shantay Grays, Interim Executive Officer to the Chancellor William Carter, Vice Chancellor, Information Technology Charles Cook, Vice Chancellor, Instruction Diana Pino, Vice Chancellor, Student Success Daniel Seymour, Vice Chancellor, Planning and Institutional Effectiveness Fena Garza, President, Southwest College Margaret Ford Fisher, President, Northeast College Cheryl Peters for William Harmon, President, Central College Zachary Hodges, President Northwest College Irene Porcarello, President, Southeast College Betty Young, President, Coleman Health Sciences Remmele Young, Executive Director, Government Relations and Sustainability Willie Williams, Chief Human Resources Officer OTHERS PRESENT Jarvis Hollingsworth, System Counsel, Bracewell & Giuliani Thomas Urban, President, Faculty Senate Other administrators, citizens and representatives from the news media CALL TO ORDER Ms. Perez, Chair, called the meeting to order at 4:23 p.m. and declared the Board convened to consider matters pertaining to Houston Community College as listed on the duly posted Meeting Notice. Houston Community College Committee of the Whole – January 12, 2012 - Page 2 CONSTRUCTION MANAGER-AT-RISK SERVICES, SAN JACINTO MEMORIAL BUILDING RENOVATION, CENTRAL COLLEGE (PROJECT NO. 11-39) Motion – Mr. Austin moved and Mrs. Sane seconded. Dr. Tyler apprised that the RFQ and RFP process were used as authorized by the Board. He noted that there were fourteen qualified responses and five firms submitted an RFP. Dr. Tyler apprised that there is one correction by General Counsel regarding the section code. Mr. Hollingsworth noted that the Chapter 44.03G of the Texas Education code has been revised effective September 1, 2011 and advised that the correct code is now 2267.254; however, the process and procedures remain the same. Mr. Robinson requested a tracking of the construction. Dr. Tyler apprised that he would provide the requested information. Mr. Austin inquired if a rendering of the building has been presented to the Board. Dr. Tyler informed that preliminary plans of how the building will be renovated were presented and noted that the structure of the building will not change. Mrs. Sane inquired if the timeline is still on course to finish as presented. Dr. Tyler informed that the project is on schedule to be completed as per the previously provided timeline. Vote – The motion passed with vote of 9-0. LEGAL SERVICES FOR BOND COUNSEL (PROJECT NO. 12-21) Motion – Mr. Oliver moved and Mr. Austin seconded. Dr. Tyler noted that six firms responded to the RFQ and noted that after evaluation, Andrews and Kurth was recommended based on best value and competency. Mr. Robinson noted that there is no information on the dollar amount. Dr. Tyler apprised that Bond Counsel has a negotiated price and is paid by a percentage of the proceeds. Ms. Mullins inquired of the range for bond cost. Dr. Tyler deferred to General Counsel. Mrs. Byas noted that the range varies. Mr. Robinson noted that his intent is to tie items back to the approved budget to keep a running tally. Dr. Tyler apprised that the proceeds from the bond pay for all the professional services. He noted that depending on the size of the bond, the actual pricing of the services such as bond counsel would vary, usually the larger the bond, the smaller the percentage. Mr. Robinson noted that he is not certain of the overall plan and assumes that there is a strategic debt plan with a possible bond attached. He inquired of the needs and Houston Community College Committee of the Whole – January 12, 2012 - Page 3 clarification of the whole picture such as the anticipated size of the bond. Dr. Tyler noted that prior to going out on certain issuances, the Board has inquired of advice from the Bond Counsel regarding the bond items. Mr. Robinson inquired of a strategic debt plan regarding existing debt. Mr. Austin informed that a review of the facility plan and the initial renovations that were on the table indicated a need for additional funds. Dr. Tyler apprised that the Master Planner presented prioritization of the college’s facility needs at the Special meeting held in December 2011. He noted that one of the top priorities was retiring of approximately $130 million of current debt. Mr. Schechter informed that the Board has always had a Bond Counsel, which has been Vinson & Elkins (V&E); however, they no longer have a bond section at V&E. He apprised that there are other items requiring Bond Counsel such as the seeking of a new bond, maintenance tax note bonds, etc. He noted that there are legal issues regarding the last bond that requires Bond Counsel overview. He noted that none of the money comes out of the general funds but the cost of Bond Counsel is included in the debt. Mr. Oliver recommended a retreat in the near future to provide the opportunity for an overview. Ms. Mullins inquired about the percentage that Bond Counsel is paid; she requested a range and percentage. Dr. Tyler noted that the challenge to providing a range is that proceeds and size of bond will vary. He noted that the negotiation through the Office of General Counsel is the actual percentage rate. Mr. Ron Defalco provided an historical estimated regarding the Bond Counsel fee. (Mr. Robinson stepped out at 4:41 p.m.) Dr. Tyler noted that the amount might be more or less depending on the complexity of the issue. He informed that Bond Counsel is on contingency. Vote – The motion passed with vote 7-0-1 with Mrs. Flores abstaining. INVESTMENT REPORT FOR MONTH OF NOVEMBER 2011 Motion – Mr. Austin moved and Mr. Oliver seconded. Dr. Tyler informed that the college continues to out-perform the market and noted that all investments are liquid and safe. (Mr. Oliver stepped out at 4:44 p.m.) Vote – Motion passed with vote of 7-0. Houston Community College Committee of the Whole – January 12, 2012 - Page 4 MONTHLY FINANCE REPORT FOR DECEMBER 2011 Motion – Mrs. Sane moved and Ms. Loredo seconded. (Mr. Schechter left the meeting at 4:45 p.m.) (Mr. Robinson returned at 4:45 p.m.) Dr. Tyler apprised that the finances are on target as estimated. Vote – The motion passed with vote of 7-0. UPDATE ON STRATEGIC PLANNING PROCESS Motion – Mr. Austin moved and Mrs. Sane seconded. Dr. Seymour provided a brief outline of the communication plan associated with the new strategic plan and noted that the first draft of the new strategic plan will be provided to the Board in the near future. (Mr. Oliver returned at 4:49 p.m.) Dr. Seymour apprised that the communication plan consists of the following: External Parts • Glossy • Mailer • Homepage • Press Tour • Marketing Campaign • Annual Report and State of the College • Spin-off Stories (Mrs. Sane stepped out at 4:57 p.m.) Internal Parts • Intranet • Field Book • Student Campaign • Posters • Embedding Strategy (Mr. Robinson left at 5:01 p.m.) (Mrs. Flores left at 5:04 p.m.) Houston Community College Committee of the Whole – January 12, 2012 - Page 5 Motion – Mr. Austin moved and Ms. Loredo seconded to move the following items to the Regular Board meeting agenda as topics for discussion and/or action. The motion passed with a vote of 5-0: • Associate in Applied Science (AAS) in Allied Health • Memorandum of Understanding for Multi-Institutional Teaching Center at HCCNortheast Campus ADJOURNMENT With no further business, the meeting adjourned at 5:04 p.m. Recorded and Submitted by: Sharon R. Wright, Manager, Board Services Minutes Approved: February 23, 2012