MEETING OF THE
COMMITTEE OF THE WHOLE MEETING
OF THE BOARD OF TRUSTEES
HOUSTON COMMUNITY COLLEGE
December 6, 2012
Minutes
The Committee of the Whole of the Board of Trustees of Houston Community College held
a meeting on Thursday, December 6, 2012 at the HCC Administration Building, 3100 Main,
2nd Floor, Seminar Room A, Houston, Texas.
COMMITTEE MEMBERS PRESENT
Mary Ann Perez, Chair
Bruce A. Austin, Vice Chair
Neeta Sane, Secretary
Yolanda Navarro Flores
Eva Loredo
Sandie Mullins
Carroll G. Robinson
Richard Schechter
ADMINISTRATION
Mary S. Spangler, Chancellor
Art Tyler, Deputy Chancellor/COO
Renee Byas, General Counsel
Shantay Grays, Chief of Staff
Feryl Prestage for William Carter, Vice Chancellor, Information Technology
Charles Cook, Vice Chancellor, Instruction
Diana Pino, Vice Chancellor, Student Success
Margaret Ford Fisher, President, Northeast College
Fena Garza, President, Southwest College
William Harmon, President, Central College
Zachary Hodges, President, Northwest College
Irene Porcarello, President, Southeast College
Betty Young, President, Coleman College
Remmele Young, Executive Director, Government Relations & Sustainability
Willie Williams, Jr., Chief Human Resources Officer
Belinda Brockman, Internal Auditor
OTHERS PRESENT
Jarvis Hollingsworth, System Counsel, Bracewell & Giuliani
Tod Bisch, President, Faculty Senate
Clarence Grier, RBC Capital Markets
Other administrators, citizens and representatives from the news media
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Committee of the Whole Meeting – December 6, 2012 - Page 2
CALL TO ORDER
Ms. Perez, Chair called the meeting to order at 3:38 p.m. and declared the Committee
convened to consider matters pertaining to Houston Community College as listed on the
duly posted Meeting Notice.
Ms. Perez noted that the Chancellor is scheduled to be inducted into the Greater Women
Hall of Fame at the gala scheduled for December 6, 2012 at 7:00 p.m. and apprised that
some of the Trustees will be attending the event; therefore, the Board would adjourn to
closed session to discuss items in case members have to leave.
ADJOURNED TO CLOSED SESSION
Ms. Perez adjourned the meeting to Executive Session at 3:39 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. Ms. Perez 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.
Ms. Perez reconvened the meeting in Open Session at 5:34 p.m. and entertained motions
on pending matters.
(Present: Trustees Austin, Flores, Loredo, Mullins, Perez, Robinson, Sane, and Schechter)
ALIEF CAMPUS (HAYES ROAD) UT TYLER BUILD-OUT (PROJECT NO. 13-05)
Motion – Ms. Perez moved and Mr. Schechter seconded to move the item to the agenda for
Topic for Discussion and/or Action for the Regular meeting. The motion passed with a vote
of 8-0.
Mrs. Flores requested a point of personal privilege and expressed concerns regarding the
letter that has been circulating. She apprised that she is not the culprit of the letter. She
informed that she wanted to clarify that neither the Board nor Administration have held any
meetings behind closed doors to discuss or create any source regarding the program
management project.
RESOLUTION EXPRESSING INTENT TO FINANCE EXPENDITURES INCURRED
Motion – Mrs. Flores moved and Ms. Mullins seconded.
Dr. Tyler noted that 22 acres were purchased in the North Forest area and apprised that
operational funds were used for the purchase. He informed that the resolution would allow
the college to be reimbursed from bond funds. He noted that the time frame for the
reimbursement would be 60 days.
Mr. Austin apprised that he thought the purchase was 42 acres.
Amended Motion - Mr. Austin moved to approve the resolution with an amendment stating
purchase of approximately 42 acres. Mr. Robinson seconded.
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Committee of the Whole Meeting – December 6, 2012 - Page 3
Mrs. Flores inquired if the action was allowable. Mr. Clarence Grier with RBC Capital
Markets informed that the transaction is allowable and noted that the Board has previously
approved similar actions.
Vote on amendment – The motion passed with vote of 7-1 with Mrs. Flores opposing.
Mrs. Flores apprised that she would like to have bond counsel attend the Regular Meeting
to assure that the actions are accurate. Mrs. Flores informed that she would be voting no
on the item.
Dr. Tyler confirmed that bond counsel will be at the Regular Meeting.
Mr. Robinson requested that bond counsel is provided a seat at the counsel table to
address issues or concerns presented by the Board.
Vote – The Motion passed 7-1 with Mrs. Flores opposing.
AUTHORIZE THE CHANCELLOR/DEPUTY CHANCELLOR TO NEGOTIATE INTERIM
FINANCINGS WITH BANKS
Motion – Mrs. Sane moved and Mr. Robinson seconded.
Mr. Robinson inquired if the Board had previously taken action on the item. Dr. Tyler noted
that the item was regarding interim financing with multiple banks. Mr. Robinson informed
that his inquiry is that if the Board is going to approve the item, it should be for the
adequate amount so that there is not a need to come back again.
(Mr. Robinson stepped out at 5:48 p.m.)
Ms. Mullins inquired of the need for the action and asked if this will be new money. Dr.
Tyler apprised that there are three different categories for utilizing the funding options and
apprised that the money will be paid back through one of the following three options
available to the Board:
(1) Allows for usage to front-end services before obtaining bond funds with
reimbursement from the bond funds
(2) Allows to go out to market once over a two or three period, which save funds in the
actual reissuances of tax notes
(3) Allows for completion of projects that are out-of-district and cannot be covered under
maintenance tax notes
(Mr. Robinson returned at 5:49 p.m.)
Mr. Schechter inquired if the Board would have to approve each action. Dr. Tyler noted that
the Board would still have to approve the projects and the funding mechanism.
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Committee of the Whole Meeting – December 6, 2012 - Page 4
Dr. Tyler informed that the action is only to establish a line of credit and prevents from
having to go to market for each transaction.
Mr. Schechter clarified that the action does not authorize expenditures but gives the Board
an opportunity to explore projects and financing options at a later date and time. Dr. Tyler
apprised that the clarification is correct.
Vote – The motion passed with a vote of 5-2-1 with Mrs. Flores and Ms. Mullins opposing
and Ms. Loredo abstaining.
CONSIDER BOND PROGRAM MANAGEMENT ORGANIZATION
Motion – Mrs. Sane moved and Mr. Schechter seconded.
Dr. Tyler noted that the information provided is a proposed schema and draft listing of
projects that will make up the first phase. He informed that when going to the market for the
$300 million offering approved by the Board, there must be a plan outlining the proposed
projects.
Dr. Tyler apprised that the schema describes the duty and responsibilities of the program
support manager and project manager. He noted that the recommendation is to have an
entity support and assist internal staff and in addition, there would be three project manager
teams to manage the projects to support the college presidents. He informed that the
schema has been used by many agencies.
Dr. Tyler apprised that it is proposed to send out all three RFQs at the same time. He noted
that procurement would be asked to place three RFPs on the street to include: program
management, expertise project manager for Coleman College and project managers.
Ms. Mullins inquired why there is only one program manager. Dr. Tyler apprised that only
one group would be needed to support the in-house Facilities team.
Ms. Mullins inquired of the reason for the multiple revisions or changes to the document
and noted that it appears that the information has changed since last presented. Dr. Tyler
noted that the small business component has been included in Phase II because in
reviewing the resolution approved by the Board, a small business component was
inclusive. He informed that the small business efforts of the bond would be over a five year
period and a temporary staff would need to be hired. He noted that the goal would be to
internalize the efforts by the end of the five year period. Dr. Tyler informed that the timeline
would provide the opportunity to engage a consultant to assist with outlining the program.
He apprised that an RFQ would go out regarding the consultant. Dr. Tyler noted that
procurement activities associated with the bond would follow the procedure of review by
Board Counsel and General Counsel.
Mr. Robinson informed that upon his arrival, the small business program was insufficient
and apprised that the new policy would put a small business program in operation at HCC.
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Mr. Robinson informed that on the revised organization chart provided, it appears that the
program manager is in a line authority slot and apprised that the program manager should
not be aligned above the project managers but should be placed out to the right or left.
Mr. Robinson requested that in the scope of the program manager that the manager would
have as one of its responsibilities to assist in identifying internship opportunities for HCC
students. Dr. Tyler noted that the request would not only go into the scope of work for
program manager but for all of the vendor contracts for the projects.
Mr. Robinson informed that there is language in the scope that states project and program
managers will not be eligible to participate in the construction side of the projects. He
apprised that the question is being raised because other bonds such as Houston
Independent School District (HISD) are coming online. He inquired as to what is being done
regarding the program and project management teams having access to architect and
engineering opportunities. Dr. Tyler noted that if there is a void of businesses for some
reason; administration would come back to the Board, and he informed that he would rather
error on the side of caution and noted that it may not be possible to be absolute regarding
conflicts; however every effort will be made.
Mr. Robinson inquired if a program management team is eligible to bid for a project
management team contract. Dr. Tyler informed that if a firm is evaluated as number one in
multiple projects, then the firm would have to select which project they will accept.
Mr. Robinson inquired if the 8 percent mentioned as the estimated total cost includes all the
program and project managers and not just one area. Dr. Tyler apprised that the estimated
8 percent is the total cost.
Mr. Robinson referenced the advisory group and requested that he as well as the college
president for Coleman be included in selection of any advisory group(s) in District IV.
Mr. Austin referenced the 3.5 and apprised that it does not represent the total amount of
the small business efforts. He noted that the State Comptroller completed a review that
addresses project scopes, implementation plan, philosophy, project construction cost and
noted that the college has addressed the issues. He inquired of the strategy for various
efforts such as the need of workforce buildings. He informed that it would be similar to the
site specific design mentioned for Coleman. Dr. Tyler apprised that the project scope has to
be development before the design can be outlined. He noted that the process includes
meeting with the end users and the presidents and review the programs to get insight of the
needs. He noted that this is the next step after engaging the teams to assist with the project
management. He informed that there will be a second layer of oversight in an effort to save
as much of the taxpayers’ dollars as possible.
Mr. Austin inquired of the process for procurement. Dr. Tyler apprised that the resolution
approved by the Board regarding procurement with bond proceeds allows for the utilization
of all the procurement methods available. He noted that the Board approves the method for
every project based on the recommendation from administration.
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Mr. Schechter voiced support for the design of the plan and informed that it solves one of
the problems incurred under the last bond measure. He associated with Trustee Robinson
that no firm can hold more than one position.
Mr. Austin inquired if the acknowledgement is that no one will be able to work on more than
one project. Dr. Tyler noted that multiple projects on a single campus could be managed by
a single project manager.
Mr. Schechter inquired if the percentage for small business participation is 25. Mr.
Anasagasti noted that for the architects and engineers it is 25% and for construction it is
35%.
Mr. Schechter announced that there will be procurement process, which includes
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Procurement posting and noted that there will be 30 days to allow for submissions
Evaluation process, evaluation criteria is included in procurement document
Administration will present final ranking order to the Board
Mr. Schechter inquired if the Board is required to approve the ranking as recommended by
administration. Mr. Hollingsworth apprised that according to the resolution approved by the
Board, the approval will be based on the recommendation from administration.
Dr. Tyler announced that a post-bond website has been posted and is accessible to the
public as well as vendors.
Mr. Schechter inquired if there is an opportunity for vendors to receive notice of the
information. Mr. Anasagasti noted that if vendors provide accurate contact information, they
will be included in the notification that is automatically sent as it relates to postings and
amendments.
Dr. Tyler informed that the notification process is for all procurement items and not just the
bond.
Mr. Anasagasti reminded that once procurement is posted there is prohibited
communications and any violation could result in being declared ineligible. Mrs. Byas
apprised that monitoring will be in place and if the prohibit process is not followed, the
consequences will followed. Dr. Tyler noted that this applies to all procurements.
Mrs. Sane informed that there is a clean and fair process in place and acknowledged that
she will follow the process identified. She inquired if the estimated 8% fee is distributed to
the four teams equally. Dr. Tyler noted that fees will be negotiated and apprised that the
project management fee will be based on the scope of the project. He informed that the
percentage would be the same; however, the dollar amounts may vary based on the size of
the project.
Mr. Robinson mentioned Private Public Partnerships (Triple Ps) and inquired if it is legal to
combine the bond and Triple Ps. Dr. Tyler informed that it depends on the project and
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noted that he has not seen the responses to the Triple Ps; however, they are scheduled for
review in the future. Dr. Tyler apprised that there may be ways to partner with (HISD) on
some of the items.
Ms. Loredo inquired that in order to save funds is it possible for the workforce buildings to
have one design. Dr. Tyler noted that the recommendations will definitely be considered in
the design process.
Mrs. Flores inquired if facilities would be responsible for putting together the selection
committees for the projects. She inquired who will be on committees and who will select the
committee. Mr. Anasagasti informed that evaluation committee is based on expertise. He
apprised that the evaluation would include subject matter expertise. He noted that
sometimes the committee consists of individuals from the colleges or operations side. He
informed that from a technical perspective subject matter expertise may be utilized but not
for the scoring purposes. Mr. Anasagasti apprised that there are several levels of
disclosures to identify potential conflicts as well as training for those participating on the
selection teams.
Mrs. Flores inquired if there is a mechanism to monitor the small business compliance and
inquired of the consequences for non-compliance. Dr. Tyler noted that the contract
provides for various remedies. Mrs. Byas informed that the language will be included in all
contacts. Mr. Remmele Young apprised that the consultant has been asked to provide
standard operating procedures to eliminating infringing on rights.
Ms. Mullins requested that the program/project management fee be monitored. Dr. Tyler
noted that it is based on the scope and size of the project.
Ms. Loredo inquired if a similar tracking mechanism as that developed for the bond projects
could be implemented for current projects.
Mr. Robinson expressed concerns with placing the program manager on the selection
committee and inquired if they could be excluded from serving of the selection process. Mr.
Anasagasti conferred with the recommendation. He informed that most will be excluded
because of conflict issues and apprised that there are sufficient individuals available to be
identified to meet the needs of a particular project.
Mr. Robinson noted that he would like to amend the scope to exclude that language that
the program manager will participate in the selection process.
Mr. Schechter recommended ensuring that everyone is treated as an employee and not as
an independent contractor. Mr. Austin recommended receiving an opinion from counsel.
Mr. Hollingsworth informed that the Board may want to prohibit interfering with individual
companies’ operations.
Vote – The motion passed with a vote of 8-0.
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Ms. Perez apprised that the Board removed their responsibility of being involved in the
procurement process. She noted that an email notice is received regarding the blackout
period. She informed that the Board will vote on the recommendation from administration.
(Mrs. Flores left at 7:05 p.m.)
(Mr. Schechter left at 7:06 p.m.)
CONTRACT RENEWAL FOR UTILITIES BROKERAGE SERVICES
Motion – Ms. Loredo moved and Mr. Robinson seconded.
(Mr. Robinson stepped out at 7:07 p.m.)
Dr. Tyler apprised that the request is for renewal of one year only and then a RFP will be
issued.
Vote – The motion passed with a vote of 5-0.
Motion – Ms. Mullins moved and Mrs. Sane seconded to move the following items to the
consent agenda for the Regular meeting:
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Investment Report for the Month of October 2012
Monthly Finance Report for November 2012
Vote – The motion passed with a vote of 5-0.
(Mr. Robinson returned at 7:09 p.m.)
ADJOURNMENT
With no further business, the meeting adjourned at 7:09 p.m.
Recorded, transcribed and submitted by:
Sharon R. Wright, Manager, Board Services
Minutes Approved: