Missouri State University

October 16, 2013

MINUTES OF THE EXECUTIVE COMMITTEE

OF THE BOARD OF GOVERNORS

MISSOURI STATE UNIVERSITY

October 16, 2013

1. Roll Call:

Present - Mr. Peter Hofherr, Governor (by conference call)

Mr. Steve Hoven, Governor (connecting by conference call at 4:05 p.m.)

Mr. Orvin Kimbrough, Chair of the Board (by conference call)

Ms. Beverly Miller, Vice-Chair of the Board (by conference call)

Also

Present - Clif Smart, President

Kendall Seal, Governor (by conference call)

Paige Jenkins, Student Governor

Ken McClure, Vice President for Administrative & Information Services

Steve Foucart, Chief Financial Officer

Jim Baker, Vice President for Research, Economic Development, and International Programs

Drew Bennett, Chancellor of the West Plains Campus (by conference call)

Penni Groves, General Counsel

Paul Kincaid, Chief of Staff

Matt Morris, Associate Vice President for Administrative & Information Services

Doug Sampson, University Architect and Director of Planning, Design, and Construction

Ryan DeBoef, Legal Counsel

Edward Choate, Director of Human Resources

John McAlear, Secretary of the Board

2. Presiding – Mr. Orvin Kimbrough, Chair of the Board of Governors, called the Executive Committee conference-call meeting to order at 4:00 p.m. in Room 203 of Carrington Hall on the campus of Missouri State University in Springfield, Missouri.

3. Approval of Minutes – Mr. Kimbrough mentioned that the first item of business was the approval of the minutes for the open meeting of September 18, 2013. Mr. Hofherr so moved, receiving the second of Ms. Miller.

Motion passed 3-0. (Governors Hofherr, Kimbrough, and Miller)

4. Provost – In Provost Frank Einhellig’s absence, President Clif Smart presented a resolution (Item III.A.) for the approval of the Master of Science in Interdisciplinary Studies (MSIS). This new program will allow students to expand their knowledge, abilities and skills consistent with their professional goals and objectives by focusing their graduate work in more than one discipline. Mr. Hofherr moved for approval, receiving the second of Mr. Hoven.

Motion passed 3-0. (Governors Hofherr, Hoven, and Miller)

5. Procurement and Financial – Mr. Steve Foucart, Chief Financial Officer, then presented a resolution summarizing Procurement Services Office activities from September 14, 2013, through October 11, 2013 (Item IV.A.). The one item needing approval is the air charter service for men’s and women’s basketball trips. In the bid process, lowest cost is not necessarily the best price since reliability and providing the actual service is of upmost importance given that flights are typically prepaid in advance. Four bids were received and, based upon evaluations, Short’s Travel Management (Short’s) is deemed the best bid, but not the lowest cost. Short’s has a demonstrated history of reliability with the university. Based upon references and the experience factor with Short’s, it is recommended that we commit our basketball air charter service for this season to Short’s for an estimated cost of $254,676.79.

Mr. Hoven so moved, receiving a second from Ms. Miller.

Motion passed 3-0. (Governors Hofherr, Hoven, and Miller)

Mr. Foucart next presented a resolution (Item IV.B.) for the approval of changes to the Juanita K. Hammons Hall for the Performing Arts (JKHHPA) ticket surcharge. He explained that, in 1993 and 1994, two endowment funds were established in the Missouri State University Foundation to be used for maintenance and capital improvements for JKHHPA. One endowment was funded by a $1.00 per ticket surcharge and the other from gifts for JKHHPA. Since that time, the endowment accounts now stand at approximately $2 million and an additional $900,000 for expenditures for maintenance and capital projects. Given the endowment fund balances and fluctuations in the number of shows and attendance at JKHHPA, this resolution is recommending to increase the $1.00 ticket surcharge to $2.00 and that these funds no longer be placed into an endowment account but instead be used to support the cost of operations. Also, it is recommended any earnings from the existing ticket surcharge endowment fund be allowed to support the ongoing operations of JKHHPA. The estimated additional support to JKHHPA would be $110,000 per year. The Missouri State University Foundation Executive Committee was briefed on this resolution and supports its approval.

Moved and seconded, respectively, by Ms. Miller and Mr. Hofherr.

Motion passed 3-0. (Governors Hofherr, Hoven, and Miller)

6. West Plains Campus --- Dr. Drew Bennett, Chancellor of the West Plains Campus, presented a resolution (Item V.A.) for the approval of a lease agreement for the lease of apartments at 305 Aid Avenue, West Plains, Missouri. He explained that this lease of apartments provides student housing once the Grizzly House is filled to capacity.

Moved and seconded, respectively, by Mr. Hoven and Mr. Hofherr.

Motion passed 3-0. (Governors Hofherr, Hoven, and Miller)

7. Facilities and Equipment --- Mr. Ken McClure, Vice President for Administrative & Information Services, next presented the following resolutions for the committee’s consideration:

Carpet replacement at Juanita K. Hammons Hall for the Performing Arts (Item VI.A.); Flooring Systems, Inc., low bid of $264,620 for the base bid plus alternates one and two; total project budget set at $330,000.

Central chilled water system connection to Meyer Library (Item VI.B.); Mechanical Services, Inc., low bid of $168,000; total project budget established at $215,000.

Modifications to Garnett Library, West Plains Campus (Item VI.C.); Feller Construction, low bid of $25,674.54 for the base bid plus alternate one; total project budget set at $150,000.

Electrical distribution study for the Springfield campus (Item VI.D.); BRiC Partnership, LLC., for a fixed fee of $95,000 plus reimbursable expenses. Additional services of up to $15,000 as described in this agreement may be authorized and approved as necessary.

Dedicated transitway on John Q. Hammons Parkway and the acceleration lane at the William H. Darr Agricultural Center (Item VI.E); TranSystems for a cost plus fixed fee not to exceed $134,500 plus reimbursable expenses. Additional services of up to $25,000 as described in this agreement may be authorized and approved as necessary.

Approval to increase the additional services allowed for the consultant in conjunction with the renovation of Pummill Hall by $50,000 (Item VI.F.).

Mr. Kimbrough asked if there were any questions or comments on the six resolutions presented. President Smart added that the additional services regarding the renovation of Pummill Hall increases the scope of work to include the first and second floors to be renovated in addition to the third and fourth floors, which was the original project. This will result in a completely renovated facility upon completion of construction as opposed to just two floors. The building will be vacant to allow for this complete renovation and if funds can be identified, the University hopes to proceed with the entire building renovation. Mr. Kimbrough asked for a motion to approve the six resolutions presented. Mr. Hoven so moved, receiving the second of Ms. Miller.

Motion passed 3-0. (Governors Hofherr, Hoven, and Miller)

Mr. McClure next presented the following resolutions for the committee’s consideration:

Approval of Jordan Valley Innovation Center (JVIC) Termination Agreement with Lockheed Martin Corporation (Item VI.G.).

Approval authority for executing lease agreements, amendments, modifications, addendums, and terminations at Robert W. Plaster Center for Free Enterprise and Business Development (Item VI.H.).

Mr. McClure explained that Lockheed Martin is contracted to rent space in JVIC through September 30, 2016. Their lease payments total $131,241.96 annually and their Affiliate Agreement that JVIC requires them to pay is another $61,000 annually. Lockheed has requested the University negotiate a lump sum payment that they can pay in exchange for a release from its continuing obligations under their Lease and Affiliate Agreements. Mr. McClure explained that the University and Lockheed have agreed that Lockheed will surrender the premises on or before November 30, 2013, and pay the University $504,000 in exchange for a release from the Lease and Affiliate Agreements. Dr. Jim Baker, Vice President for Research, Economic Development, and International Programs, added that this lump sum amount is about 92% of the total payments that would have been received through September 30, 2016, and that there are some potential good opportunities for renting the space once Lockheed vacates the property.

Mr. McClure next explained that the second resolution relates to tenants of the eFactory located in the Robert W. Plaster Center for Free Enterprise and Business Development. The Board previously delegated the President and Vice President for Administrative and Information Services the authority to execute Lease Agreements with Plaster Center tenants. This resolution takes this delegation further and allows the same two individuals the ability to manage and administer said Lease Agreements, exercise renewal options thereunder, execute amendments, modifications and addendums, as well as the authority to terminate said Lease Agreements on commercially reasonable terms. A Lease Termination Agreement with Faucett Social Design was negotiated and executed on September 15, 2013.

Mr. Kimbrough asked for a motion to approve the two resolutions. Mr. Hofherr so moved, receiving the second of Mr. Hoven.

Motion passed 3-0. (Governors Hofherr, Hoven, and Miller)

8. Human Resources – Mr. McClure next presented the following resolutions for the Committee’s consideration:

Approval of Contract Amendment #1 with Mercy Health Springfield Communities which revises or improves Medicare reimbursement rates for inpatient hospital claims (Item VII.A.).

Approval of renewal of reinsurance (stop/loss) provider for the University’s Employee Group Benefit Plan with UNIMERICA Insurance Company (Item VII.B.).

Mr. McClure explained that, effective January 1, 2013, the University entered into a contract with Mercy to provide self-insured PPO network access under assigned contract number C5726-3. The University, in monitoring claims under the contract, identified an area (inpatient hospital claims greater than $300,000) for potential improvement in the contract. Mercy and the University have agreed upon certain revisions to Medicare reimbursements for these inpatient claims, summarized in Contract Amendment #1.

Ms. Miller remarked that since she is on the Board of the Mercy hospital located in Lebanon, she will abstain from discussing and voting on this contract amendment. Approval of the two resolutions was moved and seconded, respectively, by Mr. Hofherr and Mr. Hoven.

Motion passed 3-0. (Governors Hofherr, Hoven, and Kimbrough)

9. Adjournment — Mr. Kimbrough adjourned the conference-call meeting at 4:40 p.m.

John W. McAlear

Secretary of the Board