Board of Trustees Special Called Board Meeting
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Board of Trustees Special Called Board Meeting MEC Training Room – 2nd Floor Wednesday Miller Education Center October 10, 2018 503 East Bell Street Murfreesboro, Tennessee 37132 Middle Tennessee State University Board of Trustees Special Called Meeting Wednesday, October 10, 2018 ORDER OF BUSINESS Call to Order Roll Call Statement of Necessity Committee Reports and Action Items Academic Affairs, Student Life and Athletics Committee – October 10, 2018 • Ratification of Educational Collaboration Agreement • Approval of New Academic Unit o MTSU College of Law • Approval of New Academic Program o Doctor of Jurisprudence Closing Remarks Adjourn Middle Tennessee State University Board of Trustees Special Called Meeting Statement of Necessity Page 1 MTSU Board of Trustees Special Called Meeting October 10, 2018 Page 2 MTSU Board of Trustees Special Called Meeting October 10, 2018 Middle Tennessee State University Board of Trustees MEETING: Special Called Board Meeting SUBJECT: Statement of Necessity DATE: October 10, 2018 PRESENTER: Board Secretary Heidi Zimmerman ACTION REQUIRED: Roll Call Vote STAFF RECOMMENDATION: Approval Page 3 MTSU Board of Trustees Special Called Meeting October 10, 2018 Page 4 MTSU Board of Trustees Special Called Meeting October 10, 2018 Middle Tennessee State University Board of Trustees Special Called Meeting Academic Affairs, Student Life, and Athletics Committee Meeting October 10, 2018 Page 5 MTSU Board of Trustees Special Called Meeting October 10, 2018 Page 6 MTSU Board of Trustees Special Called Meeting October 10, 2018 Middle Tennessee State University Board of Trustees MEETING: Special Called Board Meeting SUBJECT: Academic Affairs, Student Life, and Athletics Committee DATE: October 10, 2018 PRESENTER: Committee Chair Pam Wright ACTION REQUIRED: Roll Call Vote STAFF RECOMMENDATION: Approval • Educational Collaboration Agreement • Approval of New Academic Unit o MTSU College of Law • Approval of New Academic Program o Doctor of Jurisprudence Page 7 MTSU Board of Trustees Special Called Meeting October 10, 2018 Page 8 MTSU Board of Trustees Special Called Meeting October 10, 2018 Middle Tennessee State University Board of Trustees MEETING: Special Called Board Meeting SUBJECT: Educational Collaboration Agreement DATE: October 10, 2018 BACKGROUND INFORMATION: Valparaiso University concluded it is no longer in its best interest to continue the operation of the Valparaiso University Law School in Valparaiso, Indiana and selected MTSU to receive and continue the Law School legacy. This Agreement sets forth the Parties’ understanding and commitments regarding Valparaiso’s gift of the Law School, as contemplated herein, and MTSU’s acceptance of Valparaiso’s generous contribution to the State of Tennessee. The Educational Collaboration Agreement by and between The Lutheran University Association, Inc., D/B/A Valparaiso University and Middle Tennessee State University in furtherance of The Gift of Valparaiso University Law School from Valparaiso University to Middle Tennessee State University is attached for your information. Page 9 MTSU Board of Trustees Special Called Meeting October 10, 2018 Page 10 MTSU Board of Trustees Special Called Meeting October 10, 2018 EDUCATIONAL COLLABORATION AGREEMENT by and between THE LUTHERAN UNIVERSITY ASSOCIATION, INC., D/B/A VALPARAISO UNIVERSITY and MIDDLE TENNESSEE STATE UNIVERSITY in furtherance of THE GIFT OF VALPARAISO UNIVERSITY LAW SCHOOL FROM VALPARAISO UNIVERSITY TO MIDDLE TENNESSEE STATE UNIVERSITY Date as of [____________], 2018 1 Page 11 MTSU Board of Trustees Special Called Meeting October 10, 2018 TABLE OF CONTENTS Page Article 1 USAGE . ..…………………………………………………………...………………….4 1.1 Interpretation…….………………………………………………………………...4 Article 2 TRANSFER OF ASSETS .……………………………………………………………5 2.1 Transfer of Assets .………………………………………………………………...5 2.2 Excluded Assets ......…………………………………………………………… …5 2.3 Assumed Liabilities ……………………………………………………………….6 2.4 Excluded Liabilities ……………………………………………………………….7 2.5 Reimbursement ..………………………………………………………………......7 2.6 Transfer Date ……………………………………………………………………...7 Article 3 REPRESENTATIONS AND WARRANTIES OF VALPARAISO ………………..8 3.1 Organization and Good Standing ………………………………………………….8 3.2 Authority .....…………………………………………………………………….....8 3.3 No Conflicts………….. ...……………………………………………… …………8 3.4 Title to Transferred Assets ………………………………………………………...8 3.5 Legal Proceedings; Orders ………………………………………………………...8 3.6 Compliance with Legal Requirements …………………………………………….9 Article 4 REPRESENTATIONS AND WARRANTIES OF MTSU………………………….. 4.1 Existence…………….……………………………………………………………..9 4.2 Authority………………… ………………………………………………………..9 4.3 No Conflicts………………………………………… ………………………….....9 4.4 Legal Proceedings…………………………………………………………………9 4.5 Independent Investigation…………………………………………………………9 Article 5 COVENANTS…...…………………………………………………………………....10 5.1 Transfer of Law School ………………………………………………………….10 5.2 Operation of the Law School by Valparaiso ………………………….…………10 5.3 Compliance with ABA Standards ………………………………………………..11 5.4 Advisory Committee……………………………………………………………. .11 5.5 Access to Information ……………………………………………………………11 5.6 Supplement to Schedules ………………………………………………………...11 5.7 Employees and Employee Benefits ……………………………………………...11 5.8 Confidentiality …………………………………………………………………...12 5.9 Accreditations and Consents ...………………………… ………………………...12 5.10 Books and Records.………………………………………………………………13 5.11 Public Announcements.…………………………………………………………..13 5.12 Further Assurances ……..………………………………………………………..13 2 Page 12 MTSU Board of Trustees Special Called Meeting October 10, 2018 Article 6 TERMINATION ……………………………………………………………………..13 6.1 Termination in Regard to Accreditation………………………………………….13 6.2 Termination in Regard to Consent(s).…………………………………………….13 Article 7 MISCELLANEOUS………………………………………………………………… .14 7.1 Expenses …………………………………………………………………………14 7.2 Notices …………………………………………………………………………...14 7.3 Jurisdiction and Service of Process ………………………………………………15 7.4 Entire Agreement and Modification ……………………………………………..15 7.5 Schedules ………………………………………………………………………...15 7.6 Assignments, Successors and no Third-Party Rights ……………………………16 7.7 Severability….……………………………………………………………………16 7.8 Construction………………………………………………………………………16 7.9 Time of Essence ………………………………………………………………….16 7.10 Governing Law …………………………………………………………………..16 7.11 Execution of Agreement …………………………………………………………16 7.12 Detrimental Reliance ……………………………………………………………16 3 Page 13 MTSU Board of Trustees Special Called Meeting October 10, 2018 EDUCATIONAL COLLABORATION AGREEMENT THIS EDUCATIONAL COLLABORATION AGREEMENT (the “Agreement”) is made and entered into this [______ ___], 2018, by and between Middle Tennessee State University, a public university in Tennessee (“MTSU”), and The Lutheran University Association, Inc. d/b/a Valparaiso University, an Indiana nonprofit corporation (“Valparaiso”). MTSU and Valparaiso may together be referred to as the “Parties” and individually as a “Party.” Valparaiso concluded it is no longer in its best interest to continue the operation of the Valparaiso University Law School (the “Law School”) in Valparaiso, Indiana and selected MTSU to receive and continue the Law School legacy. This Agreement sets forth the Parties’ understanding and commitments regarding Valparaiso’s gift (the “Transfer”) of the Law School, as contemplated herein, and MTSU’s acceptance of Valparaiso’s generous contribution to the State of Tennessee. RECITALS WHEREAS, as of the date hereof, Valparaiso operates the Law School in Valparaiso, Indiana; WHEREAS, MTSU and Valparaiso desire to collaborate on the Transfer of the Law School to MTSU, including with respect to certain students, assets (including intellectual property), and employees, subject to the terms and conditions of this Agreement; and WHEREAS, following the Transfer on July 1, 2019, Valparaiso University retains the authority to award the J.D. degree until July 1, 2020, to complete its Higher Learning Commission (HLC) provisional plan obligations with respect to law students currently enrolled in the Law School. MTSU, pending Southern Association of Colleges and Schools Commission on Colleges (SACSCOC) approval, will assume degree-granting authority July 1, 2020. NOW, THEREFORE, the Parties hereby agree as follows: ARTICLE 1 USAGE 1.1 Interpretation. In this Agreement, unless a clear contrary intention appears: (i) the singular number includes the plural number and vice versa; (ii) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof, (iii) reference to any federal, state, local, municipal, foreign, international, multinational or other law, code, regulation, or treaty (“Legal Requirement”) means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; 4 Page 14 MTSU Board of Trustees Special Called Meeting October 10, 2018 (iv) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof, “including” (and with correlative