University Times

Calling Pitt’s decision sad but necessary, Provost James V. Maher reported to rapt Senate Council members June 13 on why the University decided to end its 24-year relationship with the Semester at Sea (SAS) program.

Pitt and the Institute for Shipboard Education (ISE), which administers Semester at Sea, reached an agreement June 9 whereby the University would continue to offer credits for students who sail on the three SAS voyages through next spring, including the voyage that was launched June 17 from Halifax, Nova Scotia. However, under the agreement, the University is no longer the program’s academic sponsor, Maher said, and all Pitt affiliates who choose to sail on SAS voyages must do so as private contractors with ISE and not as representatives of the University.

(See ISE response to Maher’s comments and the joint Pitt/ISE statement in this issue.)

“We are not the sponsors of the program,” Maher said. “No one is going on University of Pittsburgh pay. As part of the settlement, we forced the Institute for Shipboard Education to provide safety information to everyone who goes on the ship, and the students aboard will have to sign a waiver that they understand the issues and they’re going anyway.”

That, in a nutshell, is the status of the situation, he told Senate Council. Maher said Pitt’s administration agreed to report to Council after a June 7 Faculty Assembly resolution asked for clarification of the circumstances leading to Pitt’s separation from SAS.

(See June 9 University Times.)

“No one in this administration is going to tell you that we’re happy with the outcome,” Maher said. “When a thing like this happens, everybody loses. I do firmly believe, though, that we would be much worse off if we stayed with them, and we would not be living up to our responsibility to our students and our faculty to manage the risks that they’re exposed to in a way that’s very responsible.”

In an hour-long report that also included remarks from Chancellor Mark A. Nordenberg and Executive Vice Chancellor Jerome Cochran, the provost reviewed the concerns that he said had been building over the past three years.

Among the issues Maher cited as contributors to the relationship’s demise were:

• Academic deans’ suggestions on how to improve the program being ignored by ISE.

• Pitt’s inability to get repeatedly requested safety information from ISE.

• Questions about the seaworthiness of the program’s ship.

• Incomplete damage assessment following a January storm that damaged the SAS ship.

• An ISE employee serving as executive dean repeatedly overstepping the bounds of his role on the voyages.

• An ISE official reneging on a verbal agreement on contract negotiations, and the ultimate failure of those negotiations.

• Open hostility toward the University by the ISE board of trustees.

In prefatory remarks to Maher’s presentation, Nordenberg said, “We both regret that events unfolded in a way that made this particular decision necessary. This was not, by the way, an abrupt decision. It was, instead, the product of many, many months of discussion, conversation, negotiation, give-and-take, where at many points along the way, we believed that matters could be resolved in ways that were acceptable, if not ideal, to the University.”

Student safety always will be among the highest priorities of the institution, Nordenberg continued. “I don’t say that naively. I know that there is no place and no activity on the face of this globe that is entirely risk-free. On the other hand, we do feel we need to be in a position to responsibly manage this. If there is no access to the information that will permit you to assess risk, obviously, you cannot meet that responsibility.”

Nordenberg said, “Safety extends beyond regulatory compliance. It has been said in connection with this case, ‘All the regulations have been met.’ If that was our bottom line with respect to student safety, we would have saved $15 million we have invested in fire-suppression systems in the residence halls, because they aren’t required by any regulations.”

Pitt’s reputation as a collaborator in higher education is unmatched, Nordenberg said, citing partnerships forged with Carnegie Mellon both on the research front and on the regional economic front that he described as being unique in the world of higher education.

“We have made it our business to reach out and to partner in a broad range of ways and have done so effectively,” the chancellor said. “When you know what it takes to have an effective partnership, you also typically are pretty well-positioned to know when you’re in a relationship that has no functional future. And we did reach that conclusion to this [SAS] relationship, believing that the program that we had once admired greatly was a program that no longer existed.”

Following Nordenberg’s preface, Maher told Senate Council: “Three main issues began to appear in serious form about three years ago.”

He said he had been querying SAS academic deans, who formerly served in that capacity as Pitt employees, about their voyages.

“About three years ago I began to detect a theme,” Maher said. “First off, that they absolutely loved the experience and were very glad they did it and they thought that the program was basically quite a good program.”

But the deans did express two inter-related frustrations, he said. One was that a particular frequent executive dean, who is an ISE employee, made decisions that the academic deans regarded as an unreasonable intrusion into their responsibilities.

“And secondly,” Maher said, “after the voyage was over, [the academic deans] made a number of suggestions to the Institute for Shipboard Education for ways to improve the program, but then checked back a year later and learned that their suggestions had been ignored.”

Those two themes re-occurred often enough that Maher decided in summer 2003 to ask William Brustein and N. John Cooper to put together a faculty committee to review the academic program. Brustein, director of Pitt’s University Center for International Studies, was the official University liaison with the ISE, and Cooper is dean of the School of Arts and Sciences, which was the academic home for Semester at Sea.

The committee’s charge was to review the SAS academic program and compile recommendations for improvements that would be forwarded to ISE, Maher said.

Also appointed to that committee were Pitt faculty members, whom Maher did not identify. “These were among the leading champions of the program from around the campus, but they did pick up on the two themes I just gave you,” he told Senate Council.

The third main issue, also dating back three years, involved the management of the voyages themselves, Maher said.

At that time, ISE staff were openly quarreling with staff of a third organization, the Seawise Foundation, which had managed SAS voyages for more than two decades and was one of the world’s major shipping companies and a trustworthy, experienced partner, according to Maher. “I knew that the University of Pittsburgh looked to Seawise to be the organization of people who knew how to run a ship out on the open ocean. We had a lot of confidence in their knowledge of how to select ships, run ships, plan itinerary of voyages, and so forth.”

Also three years ago, Maher was Pitt’s representative on the ISE board of trustees, a four-person panel that included the ISE CEO, who served ex officio, and three independent members: Maher; a representative of the Seawise Foundation, and a former CEO of the Institute who had retired from that position and gone into the private business sector.

“That [ISE] board started hearing more and more complaints from the staff of the Institute that they were not getting along with the staff of the Seawise Foundation and that they wanted to get their own ship and that they wanted to be free from Seawise,” Maher said.

“The three independent board members in the fall of ’03 gave the senior management of the Institute for Shipboard Education a clear instruction to repair their relationships with the Seawise Foundation and quit talking about getting their own ship,” he said.

Instead, in May 2004, without warning, ISE officials came to the ISE board with a “done deal that Seawise was no longer involved with the Semester at Sea program. So there went our expertise that we were counting on,” Maher said.

Moreover, he added, the ISE officials announced they were within days of securing their own ship, with the intent of operating it themselves, a deal that hinged on ISE board approval before the German banks that were financing the deal would approve it. “And that’s how we learned they were getting their own ship,” he said.

“When they came in with this deal, we decided that the University of Pittsburgh could no longer serve on the board of an Institute for Shipboard Education whose mission had changed so profoundly and whose expertise to execute that mission impressed us so little,” Maher said. He then resigned from the ISE board in May 2004.

(Within weeks of his resignation from the ISE board, the other independent board members also resigned and a new board was approved, Maher noted.)

In June 2004, Pitt asked to negotiate a new contract whereby it would continue to run the academic program, but with assurances that the Institute could meet its newly defined role as owner (technically long-term leaser) and operator of the new ship, the MV Explorer, which replaced the S.S. Universe Explorer as the program’s flagship.

ISE had engaged a new management company to replace the Seawise Foundation, but with an important difference in the relationship, Maher said. “[This is] a company that would be taking orders from the Institute, whereas Seawise was quarreling with the Institute because it didn’t have to take orders from the Institute, and the impression of the University of Pittsburgh people who were involved was that it was lucky that Seawise wasn’t taking orders from the Institute,” Maher maintained.

Pitt itself does not have maritime expertise, and instead had been relying on the Seawise Foundation, Maher acknowledged. “But the very small staff that were here in the William Pitt Union of the Institute for Shipboard Education did not impress us as people who knew how to run ships either, or how to select them and buy them, and we had told them that the previous September,” the provost said.

Last summer, ISE agreed to Pitt’s request to negotiate a new contract to replace the one that had been in effect since June 2001, Maher said. He said Pitt brought the following goals to the table: first, to implement the recommendations of the faculty committee that had reviewed the academic program; second, to agree that Pitt would run the academic program and ISE would operate the ship in a fashion where the University could be confident in putting its people on the new ship.

“The negotiations were extraordinarily difficulty,” Maher said. “The faculty who had consistently complained about this [particular] executive dean on the voyage turned out to be right: The Institute for Shipboard Education was very adamant of their desire to run the academic program their way.”

There also were business issues, Maher maintained, including ISE’s insistence on contract language allowing the Institute to be acquired, without consulting Pitt, by a for-profit organization, which potentially could change the reputation and character of the Semester at Sea program, Maher said.

Although negotiations on a new contract dragged, Maher continued to be optimistic for an equitable agreement and he shared that optimism with the academic review committee in a briefing in November, he said.

“That opinion on my part was strengthened even further when in December we did reach closure with the Institute for Shipboard Education on a contract that did have, essentially, all of the faculty recommendations embodied,” Maher said.

The ISE leadership said a final agreement needed the approval of the new ISE board of trustees, but an ISE attorney told Pitt in writing that the new contract would be signed by Jan. 18, Maher said.

“That agreement, expected Jan. 18, did not materialize, and the situation dragged on and on,” he said. “Basically, it was not answered until early May 2005, when they told us they would not sign the contract.”

In the meanwhile, in January, during the spring 2005 Semester at Sea voyage, the MV Explorer sustained damage from a 50-foot wave in the North Pacific.

“The students and the faculty had some very bad times during the storm,” Maher said. “Regardless of how they look back on it now, there are videotapes that show there were dangerous objects rapidly moving across the screen, giving real promise of hurting someone badly.”

Pitt officials heard accounts of TV sets breaking loose and a piano being flipped 180 degrees during the storm, he said.

“It’s been correctly said that the student injuries were bumps and bruises so that after a few days the students were pretty much recovered,” Maher told Senate Council. “What hasn’t been mentioned is that there was a faculty member who was very severely hurt,” and whose injuries required a hospital stay for several days after the ship docked in Hawaii for repairs following the storm, he said.

Damage to the ship included a section in the hull 30 feet high and 15 feet wide, he added. “This was a serious accident that happened to a ship that had passed all the regulatory tests before it left port,” Maher said. “So you can imagine, we were quite concerned.”

Pitt sent UCIS’s Brustein and a member of its legal counsel team to meet the ship in Honolulu.

“What we found was that the Institute for Shipboard Education was not willing to answer any questions that we posed to them about either the accident itself or the condition of the ship, and that has persisted since then,” Maher charged.

The only information available to Pitt at the time of the accident, and for some weeks after the accident, was what ISE posted on its web site, he said.

In addition, a respected shipping trade publication, Lloyds Lists, had called into question the design and structure of the MV Explorer as suitable for voyages such as those undertaken by Semester at Sea, Maher said. In fact, the MV Explorer’s sister ship recently had an accident at sea that caused similar damage, he added.

In February, Maher reconvened Pitt’s academic review committee. “I sat down with them and briefed them on everything I just told you,” Maher said. “At that time, that was rather a delicate thing because the Institute’s stance has been all along that all the things I’ve been telling you are things they regard as important to keep confidential.”

Maher explained to the committee that he wanted their input. “I didn’t have any other group but them because they’d been officially working on reviewing the program for me, long before the legal difficulties arose, and I could argue that they had quasi-management status as a faculty governance group, and that I could confide in them, but that they would have to maintain strict confidentiality, and they have,” he told Senate Council.

During February and March Pitt continued to press ISE for information with which to assess the safety of the ship and continued to inquire about the stalled contract negotiations, Maher said.

In April, at the request of the Institute’s leadership, Maher met with the ISE board. “It was clear that their board was remarkably hostile to the University of Pittsburgh and its programs. I came away quite pessimistic about the chances of their ever signing that contract and of course they did a little over a month later send a formal notice that they would not sign it,” he said.

***

The failure of the contract negotiations prompted a series of actions by Pitt, including:

• On May 2 Pitt informed the ISE that it would end its academic sponsorship of SAS, effective May 3, 2007, that is, 24 months from the notice as was specified by the 2001 contract. “In that letter I left the door open a crack for a reconciliation,” Maher said.

• On May 3 Maher briefed the academic review committee and requested that they inventory the benefits that the Semester at Sea program had afforded the University over the years and to formulate a plan for how to duplicate those benefits in other forms. “I told them we will pull together all the resources we had been putting into Semester at Sea and we will make them available to do as much as we can on our own or in consortium with other universities to replace the good things that had been happening,” Maher said. “I was not putting them in a position where I wanted them to vote on anything or agree on anything regarding the decisions that I thought they couldn’t make; they just hadn’t been living with this day-to-day and it was an administrative decision that had to be made, but that I wanted their opinions.”

• On May 5, Maher again wrote to the Institute alerting them that, absent the requested information on safety, Pitt was prepared to break off ties sooner than the two years’ notice.

• On May 10 Maher met with Ronald Linden, the academic dean on the recently launched summer SAS voyage. Within a few days, he or his designate also contacted the academic deans for the fall 2005 and spring 2006 voyages to keep them updated.

• Also on May 10, a conference call among Maher, Brustein and the leadership of ISE proved fruitless, Maher said. “In that meeting, even though they did make a number of representations about how safe the ship was … we had reached a point where there was no trust left.”

The Institute repeatedly argued that the lone definition of safety is that the ship passed all tests given it by the regulatory agencies, the provost said.

“The phone call was replete with verbal assurances, but no hard facts, no documentation was forthcoming and we kept saying we want to see documentation,” he said.

“We’ve never said the ship is unsafe — we don’t know whether the ship is unsafe — we just know that we have legitimate reasons to be quite worried and our legitimate inquiries for information were getting nowhere, to this day.”

Pitt Executive Vice Chancellor Cochran told Senate Council that Pitt had been asking specifically for existing reports, including an assessment of the ship’s condition following the January accident. “[Another report] was information from competent, qualified shipping engineering firms [whether] that ship was suitable for the types of travel that ISE has used it with, or intended to use it with in the future, as opposed to a ship that was more suited for travel up and down the Mon or the Allegheny,” Cochran said.

Pitt discovered only this month that the latter report existed, he said. “It became apparent that by looking at a consultant’s report from a shipping firm that ISE had engaged, that they suggested almost $4 million worth of modifications that needed to be done to that ship for it to be used for its intended purpose, and then [the report] said, ‘It should then be safe for the intended purpose, as long as you’re careful about your itinerary choices.’”

That report was completed last month, Cochran said. “We know that ship in January limped into Honolulu and allegedly got a sign-off by the appropriate agencies to be able to safely continue on its way, and it did in late January,” Cochran said. “But then in May we have their own engineering consultants saying there are $4 million worth of modifications that needed to be done in order to make that ship safe.”

He did not know if those modifications had been completed as of the June 13 Senate Council meeting, he added.

“It’s our understanding there is a lengthy 85-page report from another consultant engaged by ISE that we don’t have,” Cochran continued. “We don’t have it [because] they requested we sign a waiver statement that we wouldn’t share it with anyone but our engineers, so that it was therefore somewhat useless to us. And they said if we did share it, it would cause them irreparable harm. So I’m a little reluctant to place much faith in somebody who says you can’t share it with anybody because it will cause us irreparable harm. I have to wonder what the report says,” he concluded.

• On May 12 Maher sent another letter declaring the contract with ISE to be void. “The basis for that had to do with multiple violations of the contract on their part, one of which was they wouldn’t give us safety information,” he said. “It had just come to our attention that week, as were agonizing over two more years, worrying about our people’s safety but knowing that the contract requires us to do two more years — and then when we looked, these guys had broken the contract so many different ways, there was no reason we should feel that the contract bound us.”

• “On May 23 we met with them and told them we were finished, that we were no longer sponsoring the academic program,” Maher said. “They asked us whether we wouldn’t at least help them while they looked for a new university partner.” At that point, ISE agreed to draft a joint public statement announcing the relationship’s break-up.

• “On May 27, when they failed to come back with a joint statement alerting students and faculty as to our concerns about the voyages, we did feel a strong moral obligation, despite all this stuff about their need for confidentiality, to make sure that people who had joined that [summer] voyage using the University of Pittsburgh’s name as a lure, to make sure those people were appropriately informed about the concerns we had,” Maher said.

• Following that May 27 meeting, Pitt issued a letter to University faculty committed to the summer voyage stating that the University no longer was the academic sponsor and that Pitt affiliates had to sail as private contractors who would be paid by ISE. “The Institute is retaining lots of money that they would have given us otherwise and that we would use to pay them, so the Institute has plenty of money to pay them, it’s just a matter of whether it wants to,” Maher said.

“We also told [ISE] our strong belief was that they should tell everyone else,” he said.

• Instead, on June 3, ISE filed suit for breach of contract against Pitt. “They filed a lawsuit asking for an injunction which would among other things prohibit the University of Pittsburgh from alerting the people going on that ship or anyone else our concerns about the physical safety of the people on the ship.”

• “On June 3 we were quite surprised to learn that the modifications to the ship were at that point not finished,” Maher said. “We don’t know if they have been finished or not, but they were not as of that date.”

• On June 6, “we wrote the [summer voyage’s] faculty again with more information,” Maher said. “The first time we had been very guarded, hoping we could get the Institute to put out a joint statement.”

• Also on June 6 the press got hold of the ISE lawsuit filings, which included a copy of a letter Maher sent to the ship’s faculty. “Faced with that as a challenge, we did release later that day the statement we had given to the faculty on a confidential basis,” he said.

• On June 9 the lawsuit was settled, and the parties issued a joint public statement. “[In that statement] we agreed to a third voyage after I had examined information from Kathleen DeWalt, who is the scheduled dean of that third voyage,” Maher said. “By that time she had selected enough of the faculty and had reviewed enough of the course curricula that I thought, even though it wasn’t the easiest decision I’ve ever made, that it would be all right to certify that voyage as well.

“I do think if [ISE] could change the way they manage the ship and change the way they manage the relationship with a university partner, they could become an asset to the university world and our students could keep going on [SAS voyages],” Maher concluded. “It was clear that wasn’t going to happen here. But I didn’t want to do anything that would make it hard to happen somewhere else. So we did agree in order to get them through — they said they needed six months — so we agreed that we would certify the credits that emanated from those [three] voyages.”

—Peter Hart