Meeting Notes
RLSC Leadership Group Meeting

Leadership Group discussion & updates (Carver)

2.1 Site selection

The group reviewed Council's unanimous vote on the site selection recommendation:

• Proceed under the assumption that RLSC will be built at Linfield College.
• Invite Susan Barnes Whyte to join the RLSC Leadership Group.
• Allocate up to $30,000 from existing Alliance funds for a Site Feasibility Study.

2.2 Collaborative Fundraising Group

Carver reported on a recent update from Paul Elstone indicating that the planned visit with OCF is not yet scheduled due to the need to coordinate that discussion with other UO topics. Elstone and Deborah Hopkinson have also decided to approach Meyer Memorial Trust directly for an exploratory conversation. It is hoped that both meetings can occur in June.

Discussion included the possible need to reconsider our approach to fundraising if Elstone and Hopkinson find it problematic to approach OCF. Perhaps the fundraising group will want to return to the idea of talking directly with several foundations.

ACTION: Helmer will send an update to the fundraising group.

The group reviewed other action items from the February Fundraising meeting and decided on the following:

ACTION: Helmer & Carver will draft a short summary of the RLSC Collaborative Fundraising Process to share with the group.

ACTION: Helmer & Carver will draft concise and persuasive language related to the digital and "last copy" role of RLSC.

Participants discussed whether or not space for digital or preservation services should be included in this phase of RLSC. There is clearly interest in such activities as demonstrated by Council's identification of "Infrastructure for Digital Initiatives" as a strategic direction at the 2006 Council Retreat, but the Alliace has not yet developed a firm sense of what might be included or whether activities would be conducted by the Alliance or other organizations (e.g., OCLC). The group agreed that we should assume that space will be needed to allow for scanning, workstations, servers, etc. to support digital delivery from the RLSC collection but that it is far less certain that RLSC will become a center to which collections would be sent for digitizing or preservation. Helmer noted that Boora Architects will consider the impact of more office space as part of their site feasibility study. The group feels that Council should be polled at an appropriate point in the future to determine the extent of interest in digital services.

DECISION: The current conception of RLSC will include additional office space for digital services.

2.3 UO & Bonding

Carver reported on the latest developments concerning bonding. Following discussions with Cathy Soutar (Planning Associate, UO Planning), the RLSC project has been removed from the UO's 2010+ capital construction list and placed on the OUS capital construction list for FY07/09. RLSC will go forward as a high-priority system proposal for FY07/09 staffed by UO. Current discussions have raised the cost to $9.2 million due to inflation in building costs. An initial plan to fund via 20% F bonds, 50% G bonds, and 30% fundraising may not be possible since it appears that G bonds cannot be matched with F bonds. All agreed that we need a better sense of a realistic fundraising goal. Clearly, our ideal is a project with no debt, for example 50% G bonds, 50% fundraising. Bob Simonton (Director of Capital Construction, Planning, and Budgeting, OUS) will present the RLSC G bond request at the June OUS Board meeting.

ACTION: Carver will confer with Michael Redding (Assoc VP, Public and Government Affairs, UO) about the mix of bonds.

ACTION: Helmer & Carver will meet with Bob Simonton.

2.4 Site analysis

Helmer summarized his meeting with Cathy Soutar (Planning Associate, UO Planning) and Chris Linn (Associate Principal, Boora Architects, Inc.). Highlights include

• Site analysis costs will be $11,500 (significantly under the $30,000 approved by Council), with a first draft ready in early June.
• Linn and Boora have extensive experience with UO and Linfield, including the Music building under construction just north of the RLSC site.
• Linn proposes to use the soil report done for the Music building for RLSC. Given the concentrated weight of RLSC, soil conditions will be an important factor in determining foundation design.
• Linn has recently finished work on a Federal Reserve Bank that is very similar to RLSC in several respects (e.g., tilt-up construction, HVAC, tall shelving, super-flat floor).
• Linn's report will include a review with the city of McMinnville and Linfield College concerning setbacks, zoning, vehicle access, parking, utilities, storm water, availability of fire service, opportunities for expansion, estimated site development costs, and an analysis of environmental and geothermal reports from Linfield College.
• Report will address the potential impact of planning for additional office space for other functions (e.g., digitization, preservation).
• Linn advises that, due to proximity of a rail line, we should consider the potential impact of vibration on any robotics planned for the site.
• Linn advises that construction costs are rising very fast due to labor shortages (especially in specialized trades) and increases in the price of materials (esp. steel & concrete).
• State of Oregon now requires that all new construction be certifiable as LEED Silver. "The LEED (Leadership in Energy and Environmental Design) Green Building Rating System is a voluntary, consensus-based national standard for developing high-performance, sustainable buildings." -- U.S. Green Building Council.

Hall advised that the RLSC site may have a higher water table than is found where the Music building is located and he recommends an analysis of soil core samples taken from the RLSC site. The group agreed that this seems like a prudent action.

ACTION: Hall will discuss the possibility of taking soil core samples at the RLSC site when he meets with Boora on May 30.

2.5 Memorandum of Understanding

The group reviewed legal discussions from the December 2005 Financial Planning Meeting.

The group expects that all members of the Alliance will sign an MOU that specifies key aspects of RLSC such as governance, cost distribution, and roles and responsibilities of founding depositors, non-depositors, and fiscal agent. The group discussed who should work on this MOU and the process for review and revision.

ACTION: The MOU working group is Helmer, Hanawalt, and Dancik. Helmer will convene the group and contact Dancik to enlist her help.

DECISION: After Helmer, Hanawalt, & Dancik draft concepts for inclusion in an RLSC MOU the process for review will be as follows

1. Carl Vance & Ed McFarlane (VP/Treasurer, Reed)
2. Linfield College
3. University of Oregon
4. Orbis Cascade Alliance Council

Governance

The leadership group discussed potential models for RLSC governance. For example, should large depositors have a larger role in governance? The group felt that the current Alliance model, in which every member has one vote, should work for RLSC as well.

DECISION: A likely governance model for RLSC would include a leadership group made up of founding depositors, an Executive Committee representative, and two members-at-large drawn from non-depositing Alliance members. The RLSC Leadership Group would decide more routine matters and prepare recommendations for Executive Committee and/or Council consideration.

Loading priority and speed

DECISION: The group feels that the principle of minimizing cost to the membership should guide decisions regarding loading priority. For example, PSU's need to vacate a leased warehouse by a certain date is likely to be an important factor.

The group discussed but did not reach any conclusions about the speed with which loading should be accomplished. This is an important aspect that will determine project staffing and annual fees during loading.

ACTION: Each founding depositor should determine how fast they wish to send material.

2.6 RLSC on Council's July meeting agenda

DECISION: The group recommends that Council's July agenda include a discussion of the concepts that might be included in an MOU for RLSC.

ACTION: The MOU working group (Helmer, Hanawalt, & Dancik) should prepare background material and lead such a discussion in July.

Carver reviewed discussions to this point for Vance and King. Vance asked about bond timing and all agreed that we need to know more about how this will work.

Vance suggested the possibility of briefing Kirby Dyess, who serves on the board of OUS, Linfield College, and OHSU.

ACTION: Vance will brief Dyess.

King reviewed his latest proforma financial statement.

ACTION: King will include the following revisions in the next proforma financial statement:

• operating contingency (to be supplied by Helmer)
• bond timing and mix (to be supplied by Carver)
• timeframe (i.e., length) of construction (to be supplied by Vance)
• no debt service associated with G bonds
• total construction budget of $9.2 million
• utilities inflated at the rate of 7%
• leased acreage reduced from 5 to 4 acres

ACTION: Helmer will collect revised information and forward to King.

ACTION: King will include new information and generate three scenarios

1. 0% G | 70% F | 30% fundraising
2. 30% G | 40% F | 30% fundraising
3. 50% G | 0% F | 50% fundraising

ACTION: Carver will send a copy of the next version of the proforma financial statements to Michael Redding (Assoc VP, Public and Government Affairs, UO) and discuss mix of bonds, match timing, etc.

Leadership Group & Linfield College (Carver & Vance)
Who will manage the construction project? Vance feels it likely that Linfield will have the capability but will need to inquire further before committing. It is his expectation that some form of compensation would be required. A fallback approach might include having the architect play a more active role.

The Alliance should also talk to Reese Dill about his availability for consultation on additional aspects.

ACTION: Vance will talk to Hall about project management.

ACTION: Helmer will brief Reese Dill and discuss his availability.

Lease

The group discussed lease terms and it was agreed that Linfield should probably begin a draft. Vance suggested that the lease would likely begin once funds are available.

ACTION: Vance will draft lease terms.

Services

In the future the leadership group will need to determine which services will be purchased from Linfield (e.g., network services, security). Landscaping should probably be contracted out.

Summary of Legal Agreements

At this point the leadership groups expects the following agreements to form the legal basis of the RLSC:

MOU between UO as fiscal agent and each Alliance Member. Purpose: describe the rights and responsibilities of fiscal agent, founding depositors, non-depositors.

Lease between the UO as fiscal agent and Linfield College as host site. Purpose: describe the terms of leasing land, price, term, renegotiation of price, etc.

Service agreement between the UO as fiscal agent and Linfield College as host site. Purpose: describe the services to be purchased from Linfield College.

Thank You Carl & Brad!

The RLSC Leadership group extended its thanks to Brad King and Carl Vance for their great contributions to the RLSC effort. Carl begins a new position at Lewis & Clark College in July and we are fortunate that he has agreed to continue assisting the RLSC effort.

Summary of Action Items

Note: this section largely repeats action items from above, grouped under the person responsible.

Carver

Carver will send a copy of the next version of the proforma financial statements to Michael Redding (Assoc VP, Public and Government Affairs, UO) and discuss mix of bonds, match timing, etc.

Carver will forward decisions regarding bond timing and mix to Helmer for inclusion in proforma financial statements.

Helmer & Carver will draft a short summary of the RLSC Collaborative Fundraising Process.

Helmer & Carver will draft concise and persuasive language related to the digital and "last copy" role of RLSC.

Helmer & Carver will meet with Bob Simonton.

Dancik

Dancik will be asked to serve on the MOU working group.

Hanawalt

Hanawalt will serve on the MOU working group.

Hall

Hall will discuss the possibility of taking soil core samples at the RLSC site when he meets with Boora on May 30.

Helmer

Helmer will send an update to the fundraising group.

Helmer will convene the MOU working group and contact Dancik to enlist her help.

Helmer will provide King with an updated operating contingency for inclusion in proforma financial statements.

Helmer will collect revised information from Carver and Vance and forward to King.

Helmer will brief Reese Dill and discuss his availability.

Helmer & Carver will draft a short summary of the RLSC Collaborative Fundraising Process.

Helmer & Carver will draft concise and persuasive language related to the digital and "last copy" role of RLSC.

Helmer & Carver will meet with Bob Simonton.

Helmer will draft meeting notes and action items.

King

King will include new information and generate a revised proforma financial statement.

Vance

Vance will forward information about timeframe (i.e., length) of construction to Helmer for inclusion in proforma financial statements.

Vance will brief Dyess.

Vance will talk to Hall about project management.

Vance will draft lease terms.

All Founding Depositors

Each founding depositor should determine how fast they wish to send material.

Linfield College
Carl Vance
VP Finance & Administration
John Hall
Senior Director of Facilities Services
Susan Barnes Whyte
College Librarian

Oregon Health & Science University
Brad King
VP & CFO
Jim Morgan
University Librarian

Oregon State University
John Pollitz
Associate University Librarian
(proxy for Karyle Butcher, University Librarian)

Portland State University
Helen Spalding
University Librarian

Reed College
Vickie Hanawalt
College Librarian

University of Oregon
Deb Carver
Dean of Libraries

Orbis Cascade Alliance
John F. Helmer
Executive Director

Central Washington University
Thomas Peischl
Dean of Libraries

Seattle University
John Popko
University Librarian

Willamette University
Deborah B. Dancik
University Librarian