MINUTES OF THE EXECUTIVE COMMITTEE
OF THE BOARD OF GOVERNORS
MISSOURI STATE UNIVERSITY
March 20, 2013
1. Roll Call:
Present - Mr. Peter Hofherr, Governor (by conference call)
Mr. Steve Hoven, Governor (by conference call)
Mr. Orvin Kimbrough, Chair of the Board (by conference call)
Ms. Beverly Miller, Vice Chair of the Board (by conference call)
Present - Clif Smart, President
Steve Foucart, Interim Chief Financial Officer
Paige Jenkins, Student Governor
Frank Einhellig, Provost
Jim Baker, Vice President for Research and Economic Development and International Programs
Kyle Moats, Director of Athletics
June McHaney, Director of Internal Audit
Tina McManus, Director of Accounting and Budgeting
Penni Groves, General Counsel
Ken McClure, Vice President for Administrative & Information
Paul Kincaid, Chief of Staff
Jeff Morrissey, Chief Information Officer
Doug Sampson, University Architect and Director of Campus Planning
Matt Morris, Associate Vice President for Administrative & Information Services
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. President – President Clif Smart first introduced a resolution (Item II.A.) for the approval of a Government Consulting Services Contract with Patton Boggs, LLP. He explained that several firms responded to our RFP and, after reference checks, the field was narrowed to three firms. Proposals from these three firms were heard during a trip to Washington, D.C. It was a unanimous decision to remain with Patton Boggs, LLP, who is our current consultant. The new contract is for one year and will begin July 1, 2013, and has four one-year renewal periods. Mr. Smart added that the monthly consulting fee will be $8,000 for the entire five-year period if we choose to renew each year. Mr. Kimbrough asked how the current environment in Washington, D.C. affected the type of services you receive from a lobbyist. Mr. Smart responded that federal awards have shifted from an earmark process to a competitive-grant process. During the past contract with Patton Boggs, they helped us receive two United States Department of Agriculture grants. Dr. Jim Baker added that it is very essential to have a federal lobbyist to help navigate through all of the different federal agencies offering competitive grants. Motion to approve was made by Mr. Hoven and seconded by Ms. Miller.
Motion passed 3-0.
President Smart then presented a resolution (Item II.B.) for the approval of the employment of Stephen C. Foucart as Chief Financial Officer of Missouri State University at an annual salary of $128,000, effective April 1, 2013. Moved by Mr. Hofherr. Seconded by Mr. Hoven.
Motion passed 3-0.
4. Purchases/Contracts – Mr. Foucart presented a resolution summarizing Procurement Services Office activities from February 16, 2013, through March 15, 2013 (Item III.A.). The five items included in this report are:
1) The Career Center has a contract for a customized website. The center is now ready to add a student check-in module that will increase the current contract by more than 10%, or $2,460 for this module. Since the contract amendment increases the contract by more than 10%, this requires Board approval.
2) The Residence Halls have two vendors that supply cleaning services. Approval is requested to exercise the second renewal contract with Grime Scrubbers for the period May 2013 thru April 2014. The amount of the contract is estimated to be $116,525. The other contract is with ServiceMaster and is under $100,000 and, thus, does not require board approval. Grime Scrubbers needs to thoroughly clean our residence halls, including about 4,000 beds, between May graduation and Memorial day, when we start using our residence halls for summer camps.
3) Approval is recommended for two one-year extensions with Higher One for their CashNet online payment system. To date, the University has been with CASHNet for five years, using this enhanced cashiering system with the Ellucian Banner Enterprise Resource Planning (ERP) system. The upcoming annual renewal estimates of $142,000 are less than the 2012 annual fee of $157,430. It is the intent of the University to evaluate current alternative cashiering systems in order to determine if a future Request for Proposal (RFP) should be issued. The first-year extension will begin August 23, 2013.
4) Approval is requested to enter into a one-year contract with two optional one-year renewals for audit and related services. Based on a thorough evaluation of the criteria and the scoring of each offeror’s proposal, it is recommended that an award for contract be given to BKD, LLP, as the best offer. Estimated cost for year one is $239,400 for the University ($189,000) and Foundation ($50,400). BKD has also advised the potential exists to reduce the University audit expense by 5-10% and the Foundation by up to 5% subject to conditions to reduce their audit time. Last year’s costs were $263,413.
5) Approval is requested to purchase 310 Dell computers as replacements for existing classroom instructor computers used in the University’s technology-enhanced classrooms. The replacement is part of the ongoing instructional technology standardization efforts. Purchase of these computers is in response to the Instructional Technology Advisory Committee’s December 4, 2012, report to the Information Technology Council which approved the purchase. This determination was made after careful review of three computer manufacturers. Dell was determined to be the best value for the University. Funding of this $282,775.70 request is from existing funds from the SCUF (Student Computer Usage Fee) funds. The University will purchase the computers under a State of Missouri contract, which provided the best price.
Moved by Mr. Hoven. Seconded by Mr. Hofherr.
Motion passed 3-0.
Mr. Kyle Moats, Director of Athletics, next presented a resolution (Item III.B.) for the ratification of the 2013 Corpus Christi Challenge – Missouri State University Men’s Basketball Tournament Agreement. He stated that the Missouri Valley Conference requires that each school participate in a multi-team event each year. This tournament that concludes in Corpus Christi on November 29-30, 2013, meets this requirement for the 2013-2014 basketball season. He added that, so far, other teams that we know who are participating in this event are the University of Virginia, Texas A&M, and Southern Methodist University. Moved by Ms. Miller and seconded by Mr. Hofherr.
Motion passed 3-0.
5. Facilities and Equipment --- Mr. Ken McClure, Vice President for Administrative & Information Services, next presented the following resolution for the Committee’s consideration:
The chilled water loop extension to the Juanita K. Hammons Hall for the Performing Arts and the Wehr Band Hall (Item IV.A.); Mechanical Services, Inc.; lone bid received of $548,800 for the base bid plus alternate one; total project budget established at $675,000. Extending the chilled water loop will avoid immediate costs of approximately $380,000 by not having to replace failed chillers at both of these facilities. In addition, there will be annual efficiencies of approximately $65,450 which will be realized by these facilities being tied to the chilled water loop. The funding source for this project includes the Administrative and Information Services budget, the President’s Enhancement budget, Residence Life and Services budget, and the Facilities Maintenance budget.
Before voting on this resolution, Mr. Foucart then presented a resolution (Item III.C.) for a possible alternate funding source for this project. This resolution is entitled – “DECLARATION OF OFFICIAL INTENT TOWARD THE ISSUANCE OR INCURRENCE OF ENERGY COST SAVINGS CAPITAL LEASE OBLIGATIONS AND REIMBURSEMENT OF EXPENDITURES FOR FACILITIES FROM PROCEEDS OF OBLIGATIONS.” He explained that in August 2004, Missouri State entered into a capital lease for energy savings projects, including a major expansion/upgrade of our chilled water loop system. The lease, now held by Bank of America, has an approximate payoff amount of $7.3 million, with a final lease payment in September 2020. Mr. Foucart has met several times with Bank of America to attempt to refinance the lease at a lower interest rate. Last Thursday they met and they agreed to evaluate the refinancing of the lease with the addition of the $675,000 chilled water loop addition that Mr. McClure just reviewed. It will be several weeks before we receive a proposal and the necessary time to determine if it is in our best interest to pursue this potential refinancing.
Since this would be a tax-exempt lease, we can only be reimbursed for hard costs not made earlier than 60 days from a board resolution. This declaration of intent will protect our ability to be reimbursed for costs under a lease if we reach an agreement with Bank of America to refinance the lease with the chilled water loop expansion. Mr. Rick Wright, our outside legal advisor for financing, has prepared this resolution. The resolution does not commit us to a lease and, in fact, it requires us to obtain Board approval if we do in fact want to execute a lease. We request the committee approve this resolution, in order to explore our options with Bank of America and to preserve our ability to finance if we so desire.
After a short discussion, the approval of Items IV.A. and III.C. was moved and seconded, respectively, by Mr. Hoven and Mr. Hofherr.
Motion passed 3-0.
Mr. McClure then commented that at the February 20, 2013, Executive Committee meeting, it was mentioned that our eFactory Business Incubator, located in the Robert W. Plaster Center for Free Enterprise and Business Development, would be negotiating leases with possible tenants and that we would need to execute leases before today’s meeting. The eFactory accepts tenant clients in the following target industries: a) manufacturing; b) medical device and health services; c) logistics and supply chain management; and d) technology (software, IT, agri-tech, and energy solutions). Space is leased at $15 per sq. ft. per year and clients begin with a standard, one-year lease. This lease rate includes all utilities, telecommunication services, use of shared and common spaces, shared basic business services and equipment, technology support, and business mentoring and counseling. The goal of the incubation program is to support client companies in a way that will enable them to graduate from the incubator in 3 to 5 years. We have entered into lease agreements with seven tenants with varying square footage needs. He then presented the following resolutions for the Committee’s ratification:
Ratification of Lease Agreement at Robert W. Plaster Center for Free Enterprise and Business Development with The App Pros, LLC (Item IV.B.).
Ratification of Lease Agreement at Robert W. Plaster Center for Free Enterprise and Business Development with CrowdIt, LLC (Item IV.C.).
Ratification of Lease Agreement at Robert W. Plaster Center for Free Enterprise and Business Development with F1 Computing Solutions, LLC (Item IV.D.).
Ratification of Lease Agreement at Robert W. Plaster Center for Free Enterprise and Business Development with Faucett Social Design, LLC (Item IV.E.).
Ratification of Lease Agreement at Robert W. Plaster Center for Free Enterprise and Business Development with Missouri Enterprise (Item IV.F.).
Ratification of Lease Agreement at Robert W. Plaster Center for Free Enterprise and Business Development with RAW Marketing, LLC (Item IV.G.).
Ratification of Lease Agreement at Robert W. Plaster Center for Free Enterprise and Business Development with Springfield BackOffice (Item IV.H.).
Moved by Ms. Miller and seconded by Mr. Hofherr.
Motion passed 3-0.
6. Research and Economic Development – Dr. Baker reported that he had an information item for the Committee. ESM Technologies has requested to become a JVIC corporate affiliate. They are a family-owned business in Carthage, Mo., and they have formed a joint venture with Stratum Nutrition, a division of Novus International, which is a spinoff of Monsanto. They are a leading supplier of commercialized eggshell and eggshell membrane wellness ingredients. The affiliate fee that ESM will be paying is $61,000 per year. They will not be a tenant in JVIC as we have no space available. This brings our tenants and affiliates to a total of five entities.
7. New Business – Mr. Smart next announced that Creighton University has officially left the Missouri Valley Conference. We still have a very strong conference and the presidents of the nine remaining members have been working for several months on a possible replacement as we thought this might be coming.
8. Adjournment — Mr. Kimbrough adjourned the conference-call meeting at 4:30 p.m. upon the motion of Mr. Hoven, the second of Mr. Hofherr, and the unanimous vote of the committee.
John W. McAlear
Secretary of the Board