South Central Library System Board of Trustees Minutes
6/23/2022, 12:15 p.m.

Chester Room
4610 S. Biltmore Lane, Suite 101, Madison, WI  53718

Meeting held via BlueJeans & in person

Action Items: 
Accepted the approval of 2022 Mid-Year Budget & Notes from Personnel and Finance Committees

Approved the 2023 Statutory Resource Services Agreement (no changes)

Approved the 2023 Supplementary Services Agreement (no changes)

Approved the 2023 Cataloging Services Agreement (no changes)

Approved the Agreement to Participate in SCLS Technology Services (no changes)

Approved the 2023 Technology Services Cost Formula (no changes from 2019)

Accepted the BNAW recommendation to reject all bids from the May 12, 2022 bid opening.

Approved the board resolution for offers and counteroffers.

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

Excused: N. Brien, J. Chrisler, K. Williams

Recorder:  H. Moe

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

Guests:  Devin Flanigan, Keller, Inc.; David Haug, Lighthouse Reality

Call to Order: 12:15 p.m.  G. Poulson, President

a. Introduction of guests/visitors:  Devin Flanigan, Keller; David Haug, Lighthouse Realty; Tim Tremble, newly appointed Sauk County board representative.

b. Requests to address the Board:  None 

Approval of previous meeting minutes: 5/26/2022 

            a.   Motion:  N. Foth moved approval of the 5/26/2022 minutes.  M. Furgal seconded.    
            b.   Changes or corrections:  None

            c.   Vote:  Motion carried.

Financial Statements:  K. Goeden provided an overview of the financial statements.   

Bills for Payments:  The payment amount is $169,306.52

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

b.   Discussion:  None.

            c.    Vote:  Motion carried.

Presentation:  2022 Mid-Year Budget – M. Nelson noted the Personnel and Finance Committees met and reviewed the 2022 Mid-year budget.  It is balanced and all of the exceptions were explained.  The committees recommend approval of the 2022 Mid-Year budget.  The preliminary 2023 budget projections were reviewed as well.  Wages and compensations to maintain employees was discussed.  The committee will meet again in August for a full review of the 2023 budget.

Committee Reports

a.         Advocacy:  No report.

b.         Budget & Finance/Personnel:  2022 Mid-year Budget
c.          Personnel: J. Honl noted the committee met to perform the System Directors six month evaluation.  

Action Items

a. Accept the approval of 2022 Mid-Year Budget & Notes from committees

i. Motion:  M. Nelson moved approval to accept the 2022 mid-year budget and notes as recommended by the budget/finance/personnel committees.  N. Foth seconded.
ii. Discussion: None
iii. Vote:  Motion carried.

b. Approval of 2023 Statutory Resource Services Agreement (no changes)
i. Motion: M. Furgal moved approval of the 2023 Statutory Resources Services Agreement.  J. Healy-Plotkin seconded.
ii. Discussion: None
iii. Vote: Motion carried

c. Approval of 2023 Supplementary Services Agreement (no changes)

i. Motion: M. Furgal moved approval of the 2023 Supplementary Services Agreement. J. Healy-Plotkin seconded.
ii. Discussion: None
iii. Vote: Motion carried.

d. Approval of 2023 Cataloging Services Agreement  (no changes)

i. Motion: J. Healy-Plotkin moved approval of the 2023 Cataloging Services Agreement. S. Elwell seconded.
ii. Discussion: None
iii. Vote: Motion carried.

e. Approval of Agreement to Participate in SCLS Technology Services (no changes)

i. Motion: M. Nelson moved approval of the Agreement to Participate in SCLS Technology Services. S. Elwell seconded.
ii. Discussion: None
iii. Vote: Motion carried.

f. Approval of 2023 Technology Services Cost Formula (no changes from 2019)

i. Motion: M. Nelson move approval of the 2023 Technology Services Cost Formula. S. Elwell seconded.
ii. Discussion: None
iii. Vote: Motion carried.

g. Accept BNAW recommendation to reject all bids from the May 12, 2022 bid opening.

i. Motion:  T. Walske moved approval to accept the BNAW recommendation to reject all bids from the May 12, 2022 bid opening.  M. Nelson seconded.
ii. Discussion: D. Flanigan noted we did not receive enough bids to complete the physical construction of the project.  The bids that were received plus estimates of those not received put the project approximately $2 million over budget.  K. Goeden clarified that due to the bid results, SCLS is no longer building this project as designed. The board therefore needs to reject these bids officially, so we are not under any contractual obligation for these bids.  There is a separate contract with Keller for architectural plans. 

iii. Vote:  Motion carried.

h. Convene in closed session pursuant to Wisconsin Statutes Section 19.85(1)(e) for the purpose of deliberating or negotiating the purchasing of public properties and the investing of public funds.

i. i. Motion:  J. Healy-Plotkin moved to convene into closed session pursuant to Wisconsin Statutes Section 19.85(1)(e) for the purpose of deliberating or negotiating the purchasing of public properties and the investing of public funds.  S. Elwell seconded.

Roll Call vote indicated all in favor of entering closed session at 12:46 p.m.

j. Reconvened  in open session to take action on negotiating property at 2:40 p.m.

k. Approve Board Resolution for Offers and Counteroffers. 

BOARD RESOLUTION FOR OFFERS AND COUNTEROFFERS

It is hereby resolved by the Board of Trustees (“Board”) of the South Central Library System (“System”) as follows:

That the [______________] of the System (“Authorized Representative”) is hereby authorized to sign and make on behalf of the System an offer to purchase the property known as [___________________] (the “Property”).

That the Authorized Representative is hereby authorized to sign and make on behalf of the system one or more counter offers to any offer to purchase or counter offer made or received in connection with an offer to purchase the Property.

That any offer to purchase the Property or any counter offer for the purchase of the Property must be made within the following parameters:

[___________________________]

This resolution only grants authority to enter into a contract for purchase which would allow the System to conduct due diligence on the Property so that a decision can later be made by the Board as to whether to purchase the Property or to terminate the applicable contract.

That nothing in this resolution should be interpreted or construed as (1) a waiver, release, or satisfaction of any contingency, termination right, or other right under any offer to purchase or counter offer, (2) authority or a decision to actually close on the purchase of the Property or any real estate or interest in real estate by the System, or (3) the approval of the purchase of the Property or any real estate or interest in real estate by the System.

i. Motion: T. Walske moved approval of the Board Resolution for Offers and Counteroffers.  Gary Poulson will be the authorized representative to sign and negotiate the terms with the attorney and realtor on behalf of the system and make an offer to purchase the property that provides 90 days to continue researching what is best for SCLS.  At the end of 90 days, the BNAW will give a recommendation to the board for a vote.   J. Honl seconded. 
ii Discussion: Below
iii. Vote:  Motion carried unanimously.

Discussion:

a. Future housing of SCLS Administration and Delivery

            i. Timeline: M. Van Pelt noted that the project started about 3-4 years ago with 3 goals: to save money, to build synergy by combining headquarters and delivery, and to design a building that meets our needs better than what we currently have.  We started early, to allow time for a thorough evaluation process, knowing leases are expiring in May 2023. With the results of the bid opening, BNAW will now have to adjust the overall timeline, to accommodate the exploration of alternative options.
            ii. Options that BNAW is pursuing:  K. Goeden noted we are $2 million over budget with the bids that were rejected.   Options are being reassessed by looking at redesigning the building to fit within the budget and also looking at commercial properties for sale since the cost has changed comparative to building new.  Other options include just moving headquarters or delivery.  Time is of the essence and we would like to keep the process moving forward until one option is deemed no longer viable.  The square footage of the building we designed has been reduced from 32,000 square feet to 26,000 square feet.  This is a significant reduction, however, the need to have offices for everyone has decreased due to the pandemic.  Staff who are full-time need office space, others can share offices and there will be a space for those to drop in as needed.  If after this reduction, this design is still over budget, then we pursue an alternate plan.  This is the final attempt to bring this new building construction project back within budget.             

            iii. Offer to purchase:    BNAW is simultaneously exploring the option to purchase a commercial building to renovate and add on Delivery.  A location has been selected and the goal at this point is to secure an offer on the property, so it’s not available to other interested parties, and allows SCLS and BNAW 90 days to research whether this property meets our needs and is a viable option.  Contingencies, to include SCLS Board approval, will be built into the offer allowing SCLS to withdraw the offer within 90 days if the property does not meet the needs of SCLS.  The attorney has drafted a Board Resolution for Offers and Counteroffers for the SCLS Board of Trustees to review and if approved, allows an appointed representative to enter into offers on behalf of SCLS. M. Nelson noted that the goal at this time is to secure the property for the 90 days to allow for research on the property to be completed and questions to be answered.
            iv. Walton Commons: N. Foth inquired what is the commitment to Walton Commons?  D. Haug noted the attorney has inserted language into the contract that will allow us to withdraw from the contract.  D. Haug contacted Matt Mikolejewski at the City of Madison to update them on our bid results and the status of our project.  They understand the situation and said they’d be patient as we work through attempting to redesign the building.  October 4^th is the deadline to use the contingency clauses to get out of the land contract.  What is the dollar offer for Walton?  $348,000 for 4.12 acres.  Earnest funds of $15,000 were paid for Walton commons and are held by the title company.  Our intent as a work group is to continue to explore both options with the board until we get to a point where one is no longer viable or one is the preference between the two. 

SCLS Foundation Report:

The 2022 Cornerstone will be held at the Lone Girl Brewing Company in Waunakee on September 15. Money raised from the event will be used to support the professional collection in the new building.

System Director's Report:  You may view the System Director report online. 

Administrative Council (AC) Report:  Met 6/16/2022.  You may view the minutes online. 

Other Business:  None

Information sharing:

Adjournment:  2:49 p.m.

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

BOT/Minutes/6/23/2022