April 15, 2015

MINUTES OF THE EXECUTIVE COMMITTEE

OF THE BOARD OF GOVERNORS

MISSOURI STATE UNIVERSITY

April 15, 2015

 1.                  Roll Call:

Present -    Mr. Joe Carmichael, Governor (by conference call)

                  Ms. Virginia Fry, Governor (by conference call)

Dr. Peter Hofherr, Vice Chair of the Board (by conference call)

                  Mr. Stephen B. Hoven, Chair of the Board (by conference call)

Also

Present -    Mr. Clif Smart, President

                  Mr. Kendall Seal, Governor (by conference call)

                  Ms. Carrie Tergin, Governor (by conference call)

                  Mr. Steve Foucart, Chief Financial Officer

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

                  Dr. Dee Siscoe, Vice President for Student Affairs

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

                  Ms. Donna Christian, Director of Internal Audit & Compliance

                  Mr. Ken McClure, Vice President for Administrative & Information Services

                  Ms. Rachael Dockery, General Counsel

                  Mr. Jeff Morrissey, Chief Information Officer

Ms. Cynthia Barnett, Director Campus Recreation

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

Dr. Thomas Lane, Director of the Plaster Student Union

Mr. Gary Stewart, Director of Residence Life, Housing, and Dining Services

Mr. Rick Wright, Gilmore & Bell (by conference call)

Mr. Bill Burns, Gilmore & Bell (by conference call)

Ms. Reagan Holiday, Edward Jones (by conference call)

Mr. John W. McAlear, Secretary of the Board

 2.                  Presiding – Mr. Stephen B. Hoven, 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. Hoven mentioned that the first item of business was the approval of the minutes for the open meeting of March 18, 2015.  Mr. Carmichael so moved, receiving the second of Dr. Hofherr.

Motion passed 3-0 (Carmichael, Fry, Hofherr).

 4.         West Plains Campus --- Dr. Drew Bennett, Chancellor of the West Plains Campus, presented a resolution (West Plains Campus Awards 5-15) for the approval of Linda Moore as the recipient of an Honorary Associate of Applied Science degree from Missouri State University-West Plains. Ms. Moore has operated a child care-center in West Plains and provided high-quality and accredited child care for thousands of children. Since 1998, she has also partnered with MSU-West Plains to give Child & Family Development, Psychology, and Nursing Program students a hands-on site to complete observation and laboratory requirements.  Moved and seconded, respectively, by Dr. Hofherr and Ms. Fry.

Motion passed 3-0 (Carmichael, Fry, Hofherr).

 5.         Procurement and Financial:

a.   Resolution authorizing and directing the issuance of the 2015A Series Auxiliary Enterprise System Revenue bonds and Bond Purchase Agreement --- Mr. Steve Foucart, Chief Financial Officer, presented a resolution (Finance No. 1044-15) – RESOLUTION AUTHORIZING AND DIRECTING THE ISSUANCE OF $48,900,000 PRINCIPAL AMOUNT OF AUXILIARY ENTERPRISE SYSTEM REVENUE BONDS, SERIES 2015A, TO PROVIDE FUNDS TO REFUND CERTAIN OUTSTANDING REVENUE BONDS OF THE UNIVERSITY RELATING TO THE AUXILIARY ENTERPRISE SYSTEM OF THE UNIVERSITY; PRESCRIBING THE FORM AND DETAILS OF SAID BONDS AND THE COVENANTS AND AGREEMENTS MADE BY THE UNIVERSITY TO PROVIDE FOR THE PAYMENT AND SECURITY THEREOF; AND PRESCRIBING OTHER MATTERS RELATING THERETO.

Mr. Foucart advised that Edward Jones and the co-managers have successfully marketed the 2015 bond issue to refund the current JQH Arena bonds. He summarized the final pricing terms and compared them to the parameters approved by the Board at its March 12, 2015, meeting: 1) the principal amount was not to exceed $55,000,000 and the final principal amount ended up at $48,900,000; 2) the true interest cost was not to exceed 3.64% and it ended up at 2.99%; 3) the final maturity was to be no later than April 1, 2032, and it ended up at April 1, 2032; 4) the weighted average maturity was to be between 7-12 years and it ended up at 9.6268 years; and 5) the net present value savings was to be greater than $0 and it ended up at $2,870,049.60. He indicated that there is a savings over the life of the bonds of $3.6 million.  The annual net savings to the University is approximately $110,000, and for the John Q. Hammons Trust, which pays 47.54% of the debt service, the annual net savings is approximately $100,000.

      Ms. Fry moved the approval of the resolution, receiving a second from Mr. Carmichael.

      Motion passed 3-0 (Carmichael, Fry, and Hofherr).

 b.   Resolution authorizing the submission of application materials to the Missouri Health & Educational Facilities Authority (MOHEFA) for a preliminary intent resolution for educational facilities revenue bonds in an amount of $20,000,000 --- Mr. Foucart next presented a resolution (Finance No. 1045-15) authorizing the submission of application materials to MOHEFA for a preliminary intent resolution for educational facilities revenue bonds in an amount of $20,000,000. He reminded the Committee that at the March 12, 2015, Board meeting, the Glass Hall expansion and renovation project and its funding were discussed. Bonding for State educational facilities is required to be issued by MOHEFA.  He indicated that we are starting this process earlier than discussed in March as a precaution to potential increases in interest rates.  This will provide a longer lead time to evaluate the interest rate conditions. Mr. Foucart added that we did advise the rating agencies during our review for the 2015 auxiliary issue of this project and S&P indicated in their rating rational letter: “We understand that the college could issue an additional $16 million within the two-year outlook period to support its renovation efforts associated with the College of Business. It is our opinion that the college has capacity for additional debt given current balance-sheet strength.” He stated that the resolution is authorizing an amount of $20,000,000, as this is very early in the process and there could be additional renovations to other academic space included. He emphasized that the action today is non-binding and does not commit the University to going forward with the project.

Mr. Carmichael moved the approval of the resolution, receiving the second of Dr. Hofherr.

      Motion passed 3-0 (Carmichael, Fry, Hofherr).

      Mr. Carmichael left the conference-call meeting at this time.

 c.   Procurement Activity Report --- Mr. Foucart then presented a resolution (Purchasing Activity Report No. 418-15) summarizing Procurement Services’ activities from March 11, 2015, through April 13, 2015. He commented that there were ten separate items included in the report and that he would be happy to review in detail any of the items. Dr. Hofherr expressed that these procurement items appeared to be routine and he offered a motion to approve.  Ms. Fry seconded the motion.

      Motion passed 3-0 (Fry, Hofherr, Hoven)

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

The testing and assessment center in Meyer Library (Bids & Quotations No. 1488-15); MSI Constructors, Inc., low bid of $799,000 for the base bid; total project budget set at $1,317,945.

The FY15 ADA improvements on the Springfield campus (Bids & Quotations No. 1489-15); Trotter Construction, LLC, low bid of $93,903; total project budget established at $118,000.

Construction of the John Q. Hammons Parkway transitway (Bids & Quotations No. 1490-15); Hunter Chase & Associates, Inc., low bid of $386,173 for the base bid; total project budget set at $580,000.

Construction of a new parking lot (Bids & Quotations No. 1491-15); Bales Construction Company, Inc., low bid of $278,850 for the base bid plus alternates 1, 2, 3 and 5; total project budget set at $349,000.

The renovation to the dining center at Blair-Shannon House (Bids & Quotations No. 1492-15); Nesbitt Construction, Inc., low bid of $808,350 for the base bid plus alternates 1, 3, and 4; total project budget established at $1,228,350.

Granting a siren easement to the City of Springfield, Missouri, a municipal corporation, for the relocating of an existing storm warning siren on Missouri State University property. (Land No. 113-15).

Granting a temporary construction easement to the City of Springfield, Missouri, a municipal corporation, for the construction of sidewalk streetscape improvements at the corner of Jefferson Avenue and Park Central East (Land No. 114-15).

A motion to approve all seven resolutions was moved and seconded, respectively, by Dr. Hofherr and Ms. Fry.

Motion passed 3-0 (Fry, Hofherr, Hoven).

 7.         New Business --- President Smart remarked that we are in the midst of the Public Affairs Conference and Cal Ripken, Jr. gave an outstanding key-note address last night – “Get in the Game.” The conference will conclude on Friday, April 17, with the Missouri Public Affairs Hall of Fame’s induction ceremony and banquet which will recognize the second class of inductees into the Hall of Fame. He added that he was looking forward to attending the Association of Governing Board’s National Conference on Trusteeship from April 18-20 in Phoenix, Arizona, with Governors Hofherr and Hoven.

 8.         Adjournment — Mr. Hoven adjourned the conference-call meeting at 4:55 p.m., on the motion of Dr. Hofherr and the second of Ms. Fry.

 John W. McAlear
Secretary of the Board