South Central Library System Board of Trustees Minutes
10/28/2021, 12:15 p.m.
4610 S. Biltmore Lane, Suite 101, Madison, WI  53718

Meeting held remotely via BlueJeans & in person

Action Items: 
Approved the letter of intent (LOI) offer to purchase land at 5426 Fen Oak Drive

Approved the authorization of the Building Needs Assessment Work Group (BNAW) to negotiate the final terms and purchase price of the property before bringing back to the board for final approval of purchase

Approved the Keller Construction Manager Agreement with amendment

Approved the Keller Architect Agreement

Present: J. Chrisler, B. Clendenning, P. Cox, S. Elwell, S. Feith, N. Foth, M. Furgal, J. Healy-Plotkin, J. Honl, N. Long, M. Nelson, R. Nelson, G. Poulson, T. Walske, K. Williams

Absent: N. Brien

Recorder:  H. Moe

SCLS Staff Present: M. Van Pelt, K. Goeden, Corey Baumann

Call to Order: 12:18 p.m.  J. Healy-Plotkin, President

a. Introduction of guests/visitors:  Devin Flanigan and Corey Baumann were present

b.   Changes/additions to the agenda:  None

c.   Requests to address the Board:  None 

Approval of previous meeting minutes: 9/23/2021  

            a.   Motion: N. Foth moved approval of the 8/26/2021 minutes.  G. Poulson seconded.    
            b.   Changes or corrections:  None

            c.   Vote:  Motion carried.

Bills for Payments:  The payment amount is $530,918.14

a.   Motion:  M. Nelson moved approval of the bills for payment.  M. Furgal seconded.

b.   Discussion:  None

            c.    Vote:  Motion carried.

Financial Statements:  K. Goeden provided an overview of the financial statements.  It was suggested the financial statements would be better placed prior to the bills for payment on the agenda.  The consensus of the board was to make that change to future agendas.

Committee Reports

a.   Advocacy – K. Williams noted she needs to get an article she has written approved by the WI Towns Association and has met challenges with that approval process.  B. Clendenning offered his assistance in asking the chair of the WI Towns Association to approve the article for publishing.
b. Personnel – reminder that the committee needs to meet for the System Director’s 2021 evaluation and creation of 2022 goals.  J. Honl inquired if the committee could meet virtually at 10:30 a.m. on November 19^th and the committee members agreed. 
c. Bylaws:  G. Poulson noted the committee met and resolved several issues.  Will meet again in November and provide a presentation in December and vote at the January meeting.

Presentation 1 – New Building Update with D. Flanigan, Keller, Inc: D. Flanigan provided a detailed timeline of the steps that need to be taken to move forward with the building project and the targeted dates of meetings that need to be held with the City of Madison for their approval.

S. Feith requested a review of the building process and how Keller was selected as the builder. K. Goeden noted the BNAW started working on this project three years ago and has met twice a month every month since then.  Space needs were assessed and focus groups were held to determine an outline of the building needs.  SCLS is currently paying over $30,000/month in rent for two buildings and the leases include yearly escalators.  Fiscally it makes sense to build or purchase a building to combine delivery and headquarters.  SCLS secured a loan that is only available to government entities which offers annual payments that will be the same for 20 years.  The BNAW interviewed 8 building companies with the same questions regarding our budget, space needs, etc. and five builders were selected for further information.  A matrix was scored on criteria we provided and Keller scored the highest and was the unanimous choice.  The work group decided to go with a design-build company to manage all aspects of the project from land selection, site selection, design, an on-staff architect, the public bidding process and managing the construction process.

K. Williams, a member of the BNAW, noted that she has attended many meetings and was part of the interview process for all the contractors considered and followed up with the references for each of the contractors.  The BNAW committee also conducted site visits of the builder applicants’ buildings.

J. Honl commented that the board has been kept very well informed of the building process and the BNAW has been very thorough.
S. Feith expressed concern about the Keller contracts due to their draft form and receiving them late prior to the board meeting.  She also questioned the voting power of the board and its legal structure and responsibility. 
B. Clenndening inquired how many board members are on the BNAW and expressed concern about not receiving reports of the committee.  N. Brien and K. Williams serve on the BNAW committee and were the only board members that volunteered to do so.  The SCLS website has all of the BNAW agendas, meeting minutes, and documents posted and the SCLS Board receives the link to the BNAW webpage monthly with the board agenda.
R. Nelson inquired if the board delays approving the LOI and other contracts at this meeting, will it delay the current timeline?  Yes, the contracts presented to the board for approval will determine the status of the timeline because they are all interconnected.  

Action Items

a. Approve letter of intent (LOI) offer to purchase land at 5426 Fen Oak Drive, knowing that the purchase and sale agreement will be based on the LOI.

i. Motion: J. Honl moved approval of the letter of intent (LOI) offer to purchase land at 5426 Fen Oak Drive, knowing that the purchase and sale agreement will be based on the LOI.  M. Furgal seconded.
ii. Discussion: 

                        iii. Vote: Motion carried.  B. Clendenning opposed.  S. Feith abstained. 

b. Authorize the Building Needs Assessment Work Group to negotiate the final terms and purchase price of property before bringing back to the board for final approval of purchase.
i. Motion: R. Nelson moved approval to authorize the Building Needs Assessment Work Group to negotiate the final terms and purchase     price of property before bringing back to the board for final approval of purchase.  G. Poulson seconded.
ii. Discussion: Zoning changes may change the purchase price.  The land is considered “suburban employment” currently, which is a typical           office building with no industrial, but because of SCLS delivery, the zoning would be considered “business”. N. Long noted the board             approved $5.5 million for the building project with authorization to use $500,000 from contingency if needed. 
            iii. Vote: Motion carried. B. Clendenning and S. Feith opposed.

c. Approve Keller Construction Manager Agreement
i. Motion:  M. Furgal moved approval of the Keller Construction Manager Agreement.

M. Nelson seconded.
ii. N. Foth amended the motion that the contract be complete and out of draft form and provided to J. Healy-Plotkin for review and signature with the board’s authority to do so.  J. Honl seconded.
iii. Motion of amendment carried with 2 oppositions by B. Clendenning and S. Feith. 
iv. Discussion: None 
v. Vote: Motion carried with 2 oppositions by B. Clendenning and S. Feith. 

d. Approve Keller Architect Agreement
i.  Motion: M. Furgal moved approval of the Keller Architect Agreement.  N. Long seconded.
                        ii. Discussion: Keller and SCLS attorneys have agreed to the draft contract shared with the SCLS Board with no further changes.
                        iii. Vote: Motion carried with 2 oppositions by B. Clendenning and S. Feith. 

SCLS Foundation Report:  M. Van Pelt noted the committee meets following the board meeting.

System Director's Report:  You may view the System Director report online.  M. Van Pelt noted the Randolph Public Library hired a new director, Laura Gaastra. SCLS employee, Jody Hoesly, is retiring in February 2022. 

Discussion: None

Administrative Council (AC) Report:  Met 10-21-2021.  You may view the minutes online. 

Other Business: 

a. WLA has changed its fee structure for boards.  It will cost $300 to have the entire board receive WLA membership.  This is a decrease from past fees and SCLS is offering to cover the cost for 2022.

Presentation 2 – Corey Baumann, Future Statewide Delivery Plan: Will provide an update at a later meeting. 

Information sharing: 
The November and December meetings will have action items on the agenda, so please make sure to attend. 
Jean Anderson, CE Coordinator, has accepted the position of Consulting Services Coordinator, to replace Mark Ibach, who is retiring this year.  Jean will continue to be the CE Coordinator as well as taking over the supervision of consulting staff and joining the management team.

T. Walske thanked all that attended the Cornerstone events this year. 
K. Williams reminded the board to donate to the SCLS Foundation if they haven’t done so yet. 

Adjournment:  1:43 p.m.

For more information about the Board of Trustees, contact Martha Van Pelt

BOT/Minutes/10-28-2021