MEETING OF THE
BOARD GOVERNANCE COMMITTEE
OF THE BOARD OF TRUSTEES
HOUSTON COMMUNITY COLLEGE
July 30, 2012
Minutes
The Board Governance Committee of the Board of Trustees of Houston Community
College held a meeting on Monday, July 30, 2012 at the HCC Administration Building, 3100
Main, 2nd Floor, Seminar Room A, Houston, Texas.
COMMITTEE MEMBERS PRESENT
Bruce A. Austin, Committee Chair
Eva Loredo, Committee Member
Neeta Sane, Committee Member
Mary Ann Perez, Alternate Committee Member
Yolanda Navarro Flores
Sandie Mullins
Carroll G. Robinson
ADMINISTRATION
Mary S. Spangler, Chancellor
Art Tyler, Deputy Chancellor/COO
Renee Byas, General Counsel
William Carter, Vice Chancellor, Information Technology
Stephen Levey for Charles Cook, Vice Chancellor, Instruction
Diana Pino, Vice Chancellor, Student Services
Margaret Ford Fisher, President, Northeast College
Willie Williams, Chief Human Resources Officer
Remmele Young, Executive Director Government Relations and Sustainability
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
Mr. Austin called the meeting to order at 3:18 p.m. and declared the Committee convened
to consider matters pertaining to Houston Community College as listed on the duly posted
Meeting Notice.
Mr. Austin inquired as to why the language referencing the Construction Manager at Risk
was removed from the resolution relating to the Bond proceeds. Mr. Hollingsworth apprised
that it was the request of administration to remove the language because the bond
measure would require utilization of multiple vendors.
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Board Governance Committee – July 30, 2012 - Page 2
OVERVIEW OF PROCUREMENT PROCESS
Mr. Hollingsworth noted that the overview provides the Board comfort with the process that
is in place for ranking regarding the vendor evaluations. He noted that given the Board’s
resolution regarding the bond proceeds, the overview will inform the Board as to how the
rankings are tabulated.
Mr. Austin informed that every procurement method has different safeguards and apprised
that Mr. Hollingsworth is suggesting that the administration is seeking the full range of
persuasive ability to advise the Board on the selection. Mr. Hollingsworth noted that
administration wants to ensure that the Board understands all that goes into the ranking.
Mr. Rogelio Anasagasti provided an overview of the procurement process. He noted that
there are seven (7) steps involved in the process:
1.
2.
3.
4.
5.
6.
7.
Pre-solicitation
Solicitation
Evaluation
Negotiation
Award
Contractor Performance
Contract Close-out
Mr. Robinson inquired as to how much is expended with Board approval in comparison to
the amount spent under the Chancellor’s signature authority. Mr. Anasagasti informed that
he would provide the information.
Mr. Anasagasti apprised that a “No Gift” practice has been implemented in the procurement
department. He provided an overview of ethics and controls in place.
(Ms. Perez stepped out at 3:40 p.m./returned at 3:41 p.m.)
Mr. Anasagasti provided a view of where procurement is moving as it relates to automation.
He noted that the goal is to continue to improve the process through training and education,
alignment to best practices, and streamlined processes.
Mrs. Sane inquired if the process involves all procurement methods. Mr. Hollingsworth
informed that regardless of the type of procurement, they all must follow the procurement
process presented.
Ms. Mullins inquired if there is a weighted performance based on the location of the
business. Mr. Austin apprised that counsel should be able to speak to the matter. Mrs.
Byas informed that since the college receives funding from the state, the procurement must
be open to competition.
Ms. Mullins inquired if consideration can be given to businesses located within Texas. Mrs.
Byas noted that HCC receives federal money and that federal grants contain specific
language banning discrimination.
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Board Governance Committee – July 30, 2012 - Page 3
Mr. Robinson inquired if a plus factor point can be added to the evaluation process if the
business is local. Mr. Austin noted that Mr. Robinson is inquiring of an HCC First Program
to be presented to legislature for consideration. Mr. Remmele Young apprised that the
home rule assists the city. He noted that if it is the desire of the Board is to submit a
request on behalf of the college, a review is possible from the state level perspective.
Mr. Austin requested that General Counsel provide an opinion from the Attorney General
regarding the issue of a First Program.
(Mrs. Flores arrived at 3:53 p.m.)
Mrs. Sane noted that there is a notification of the black-out period; however, there is not a
timeframe regarding how long the process will take. She informed that a start and defined
end date as well as a list of individuals prohibited from communication are desired.
Mr. Hollingsworth apprised that the last bylaws revision approved requires that the
principals submit information regarding the senior members to be included in a contract
listing that will be forwarded to the Board via Board Services Office.
Ms. Loredo inquired as to how verification is conducted to make certain the sub-contractors
are paid. Mrs. Byas apprised that the sub-contractor files a notice of mechanical lien. Mr.
Young apprised that the when the prime pays the sub-contractor, data is inputted into the
current system used for tracking compliance. He noted that once it has been confirmed in
the system that the sub-contractor has been paid, will the prime receive payment.
Mr. Robinson clarified that his request to the state for a bracket bill regarding contract
funding for local vendor is to allow a plus factor to be added. He also inquired as to who
should be contacted regarding inquiry of abuse within the procurement process. Mrs.
Renee Byas informed that the inquiry should be made to the Executive Director of
Procurement. Ms. Mullins inquired if someone contacts a Trustee during the black-out
period, who should the inquiry be forwarded to. Mrs. Byas informed that the Trustee should
refer the inquiry to the Executive Director of Procurement.
Mr. Austin inquired if a tracking system is in place to document complaints and related
facts. Mr. Anasagasti informed that allegations is tracked and investigated.
Mr. Robinson reiterated that he previously inquired about additional staff for Procurement to
make certain the process is adequately in place. He noted that the Chancellor and Deputy
Chancellor apprised that the matter has been taken care of.
Mrs. Flores inquired if there is an average period of time for the procurement process so
that it can be completed with an estimated end date. She recommended providing at least
an anticipated date for the process of each contract. Mr. Anasagasti apprised that adding
the anticipated end date is possible.
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Board Governance Committee – July 30, 2012 - Page 4
Dr. Tyler noted that there are some on-going challenges in the procurement department;
however, in terms of vacancies, they are scheduled to be filled during the budget process
and noted Mr. Anasagasti would have to submit the request for the additional positions.
SMALL BUSINESS DEVELOPMENT PROGRAM (SBDP)
Dr. Tyler presented an overview of the Small Business Development Program. He apprised
that the SBDP has been posted on the college’s website for the past five years. He noted
that the Board has addressed the issue at least three times over the last five years.
Mr. Austin asked that administration review the Port of Houston Small Business Program
and benchmark with HCC SBDP.
(Ms. Mullins stepped out at 4:14 p.m.)
(Ms. Perez stepped out at 4:15 p.m.)
Dr. Tyler apprised that the purpose of the SBDP is to (1) provide better value in
procurement, (2) foster competition, (3) avoid discrimination, and (4) increase procurement
opportunities for small, underutilized, and disadvantaged businesses.
(Mr. Robinson stepped out at 4:16 p.m.)
(Ms. Mullins returned at 4:17 p.m.)
Dr. Tyler presented an overview of the following components of the SBDP:
•
•
•
•
•
•
•
•
Goals
Primary Objective
Responsibility
Selection Method
Certifications and Eligibility
Implementation of HCC SBDP Goal
Capacity Building
Challenges
(Mr. Robinson returned at 4:18 p.m.)
Dr. Tyler apprised that a small business report regarding construction was previously made
to the Board; however, since the completion of the Capital Improvement Program (CIP) the
report has not been presented.
(Ms. Perez returned out at 4:20 p.m.)
Mr. Robinson inquired about compliance for contracts over and under $100,000. Dr. Tyler
apprised that the report is available and can be retrieved from the compliance department.
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Board Governance Committee – July 30, 2012 - Page 5
(Trustee Sane stepped out at 4:26 p.m. and returned at 4:27 p.m.)
Mr. Austin asked Counsel to define torturous interference and why it should be avoided.
Mr. Hollingsworth informed that there is no contract in place with the subcontractors;
therefore, legally not able to force vendor to comply with terms of contract that HCC is not a
party to. He noted that once the process is complete, if the vendor comes up again, then
small business program compliance is an area that can be evaluated during the ranking
process.
Mrs. Sane inquired if there are internal controls for small business compliance in place. Dr.
Tyler apprised that the current contracts do not have a penalty for non-compliance. Mrs.
Byas informed that the Small Business Compliance department will notify Procurement of
any non-compliance. Mr. Young informed that to-date, the process does not allow for the
penalty that the Board is inquiring. He noted that the process needs to allow for primes to
input information into the BBG system. Dr. Tyler informed that Small Business Compliance
is working with Procurement to receive reports from both the primes and small businesses.
Mr. Robinson informed that there could not be any penalty because it is not in the policies.
Mr. Robinson noted that low bids are not just low price only; they are lowest qualified bid
under the state statut stature e. He expressed that best valued to him means the totality
and the competence of the firm. Mrs. Byas apprised that all the contracts include and
incorporate the RFP and the small business component; therefore, the contract can be
terminated due to the not in compliance provision.
Dr. Tyler provided the following recommendations:
•
•
•
Establish consistent procedures that govern the program’s requirements
Conduct consistent periodic vendor education training to ensure vendors’
understanding of reporting requirements
Incorporate web-based contract compliance
Mr. Young recommended that Board consider granting amnesty to the relevant vendors in
a fair and equitable manner that, in part, removes potential risks of liability while
simultaneously giving vendors reasonable notice and opportunity to comply on a going
forward basis.
Mr. Austin inquired of the timeline. Dr. Tyler informed that the timeline is September 1,
2012.
Dr. Tyler provided the following outline should the college transform the current program to
become a full small business development program that would include training and
certification.
•
•
•
Change in Board policy
Increase organizational resources
Estimated increase in budget of $625,000
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Board Governance Committee – July 30, 2012 - Page 6
Mr. Austin noted that the recommendation for the BizConnect program provided these
types of services and noted that the recommendation should be incorporated in the
Business Corporate College. He informed that it should be incorporated in the existing
curric-ulum. Dr. Tyler apprised that it is incorporated at Northwest College; however, if the
recommendation is for an incubator type program, the cost will increase and require more
funding.
Mr. Austin apprised that there was previously a SBDC program that was housed at
Southwest College. Dr. Tyler noted that he was not aware that a previous program existed.
He noted that possibly two or three classes could be offered annually.
Ms. Mullins apprised that $625,000 is not feasible at this time.
Mr. Austin recommended contacting the SBA regarding how the college can assist them
and recommended reviewing satellite opportunities.
Ms. Loredo recommended reviewing partnership opportunities.
(Ms. Loredo stepped out at 4:57 p.m.)
RESOLUTION REGARDING PROCUREMNT WITH BOND PROCEEDS
Motion - Mrs. Sane moved and Ms. Loredo seconded.
Mr. Hollingsworth apprised that the purpose of the resolution is to provide the public with
the process to procure construction services.
Mrs. Sane inquired if any peer analyses have been conducted. She noted that there were
community forums held, which were open to everyone to attend; however, there was no
negative responses regarding the management of funds and procurement operations.
(Ms. Loredo returned at 5:01 p.m.)
(Ms. Mullins stepped out at 5:01 p.m.)
Mr. Austin apprised that previously, the Board selected a method of procuring construction
services.
Mrs. Sane apprised that there is no data that shows the college mismanaged funds under
the previous bond measure or an erroneous procurement process. She noted that she
would not want to see changes based on a few comments.
(Ms. Mullins returned at 5:04 p.m.)
Mrs. Sane apprised that an analysis of the entire environment should be reviewed and
noted that she is not ready to delegate her authority as a Trustee especially if there has not
been any subjections of wrong-doing.
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Board Governance Committee – July 30, 2012 - Page 7
Mr. Hollingsworth apprised that the resolution emerged from Trustees receiving comments
throughout the city regarding ethical concerns. Mrs. Sane requested that the Trustees
provide a report on the comments made. She noted that the institution has done extremely
well regarding management and does not feel that such extreme measures should be
taken if not necessary.
Mr. Hollingsworth informed that the methods identified in the resolution do not limit the
procurement process; however, they allow for all acceptable procurement process for
regarding construction services to be utilized and competitive sealed bid will be used for
non-construction services.
Mr. Hollingsworth apprised that Bond Counsel may have to tweak the document; however,
it would not be any substantive changes. Mr. Hollingsworth noted that the administration
has requested to add use of interlocal agreement and there may be a need to revise to
address the procurement of processes that were in place prior to the bond and adoption of
the resolution.
Vote – The Board Governance Committee recommended moving the item to the
Committee of the Whole meeting on August 9, 2012, the motion passed with a vote of 3-0.
Motion – Mrs. Sane moved and Ms. Loredo seconded.
PROPOSED REVISIONS TO BOARD BYLAWS AND POLICIES
Mr. Austin noted for the record that the Supreme Court holding in Buckley v. Valeo on the
basis of the constitutionality of campaign finance held that campaign contributions and
expenditures were relevant equivalent to speech and therefore statutes limiting them would
have to withstand strict scrutiny. He informed that the court said that the statutes must
strike a proper balance between legislative and policy necessity to promote the free
electoral system and the need to keep elections fair, open, honest, and free of corruption.
Mr. Austin summarized that the court held that even if money is not speech, campaign
contributions and expenditures are crucial elements of the electoral process and are to
receive some constitutionally protection. He apprised that when putting policies together, it
is necessary to have a compelling interest as well as extreme scrutiny and that the policy
must be narrowly tailored to achieve the goal and interest of the public. He appraised that
the law of policy must be the least means of achieving the compelling interest and he noted
that it is not appropriate to place a limit on the contributions.
Mr. Hollingsworth noted that the legal issues could be discussed in closed session. Mr.
Austin noted that he is suggesting to revise the language from “per election” to “per year”
as it relates to the recommendations for 6.a.1 on Limitations on Political Contributions.
Ms. Mullins noted that it seems like a stronghold regarding fundraising. She appraised that
the limit on the $10,000 can be worked around; however, should not have to do that and
should be allowed to fund raise.
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Board Governance Committee – July 30, 2012 - Page 8
Ms. Sane apprised that she has a problem if the revision is driven by accusation of any
wrong doing. She informed that she does not know the basis for proposing the changes.
Ms. Mullins noted that it is limiting he Trustees’ democracy.
Motion – Mr. Austin moved to change the provision in the first and second paragraph to
“per year” as opposed to “per election”.
Mr. Austin requested that Board Counsel provide the language without the revisions. Mr.
Hollingsworth apprised that the language approved stated that no contributions could be
received from a vendor during the black-out period. He noted that the other revisions were
the amount to be repaid from the contributions received on a personal loan to campaign
and the amount that a family can contribute.
(Mr. Robinson returned at 5:34 p.m. and stepped out at 5:35 p.m.)
(Mr. Robinson returned at 5:35 p.m.)
Motion - Mrs. Sane moved to approve the proposed changes to Article A of the Board
Bylaws regarding Limitations on Political Contributions. Ms. Loredo seconded.
Vote – The motion failed with a vote of 0-3.
MEMORANDUM OF UNDERSTA NDING (MOU) WITH HCC FOUNDATION
The item was pulled by administration and will be presented at the Board Governance
Committee meeting in September.
ADJOURNMENT
With no further business, the meeting adjourned at 5:38 p.m.
Recorded, transcribed and submitted by:
Sharon R. Wright, Manager, Board Services
Minutes Approved:
_September 20, 2012