CEDAR RAPIDS COMMUNITY SCHOOL DISTRICT REGULAR … · Vicki Genkinger – ELSC Cindi Rudish –...
Transcript of CEDAR RAPIDS COMMUNITY SCHOOL DISTRICT REGULAR … · Vicki Genkinger – ELSC Cindi Rudish –...
CEDAR RAPIDS COMMUNITY SCHOOL DISTRICT REGULAR BOARD OF EDUCATION MEETING
Educational Leadership and Support Center, Board Room Monday, May 11, 2015
5:30 p.m.
A G E N D A
CALL TO ORDER (Mary Meisterling) APPROVAL OF AGENDA (Mary Meisterling) ......................................................................................................... 3 RECOGNITION BA-15-469 Employee Recognitions – 25, 30, 35, 40, and 45 Years of Service (Jill Cirivello) ............ 4 BA-15-470 Board of Education Recognition (Dave Benson) ............................................................... 5 SUPERINTENDENT’S REPORT /BOARD REPORTS COMMUNICATIONS, DELEGATIONS, AND PETITIONS (Mary Meisterling) ACTION AND INFORMATION ITEMS CONSENT AGENDA BA-15-000/16 Minutes – Regular Meeting/Work Session on April 27, 2015 (Laurel Day) ..................... 5 BA-15-008/08 Open Enrollment – Denial 2014-2015 (Karla Ries) ........................................................... 6 BA-15-009/16 Personnel Report (Jill Cirivello) ........................................................................................ 8 BA-15-471 Resolution – School Board Election – September 8, 2015 (Laurel Day) ......................... 13 BA-15-472 Purchasing Register – Servers and SAN (Storage Area Network) (Lori Bruzek/Tom Day) .................................................................................................... 15 BA-15-473 Agreement – CRCSD and Juvenile Court School-Based Liaisons Programs (Paul Hayes) ..................................................................................................................... 17 BA-15-474 Cooperative Agreement – CRCSD Kennedy High School with Xavier High School For Orchestra 2015-2016 School Year (Mary Ellen Maske) ............................................ 20 BA-15-475 Agreement – CRCSD and Unity Point St. Luke’s Hospital (Sheila Lehman) .................. 22 BA-15-476 Agreement – CRCSD and Linn County DECAT – Life Skills Coach (Paul Hayes) ........ 24 BA-15-477 Agreement – Academy for Scholastic and Personal Success (Paul Hayes) ..................... 51 BA-15-478 Agreement – CRCSD and Four Oaks Family & Children’s Services (Sheila Lehman) ... 55 BA-15-479 Agreement – CRCSD and Goodwill Industries for Janitorial Services at the Transition Center (Sheila Lehman) ................................................................................... 58 BA-15-480 Bank Depository Resolution (Steve Graham) ................................................................... 62 BA-15-481 Tabulation – Microsoft Licensing (Tom Day/Lori Bruzek).............................................. 64 BA-15-482 Proposal Acceptance – Vending Services (Tom Day) ...................................................... 66 BA-15-483 Purchasing Register – Unified Threat Management Firewall Device (Tom Day/Lori Bruzek) .................................................................................................... 67 BA-15-484 Agreement – Long Term Suspension – Student A (Mary Ellen Maske) .......................... 68 BA-15-485 Agreement – Long Term Suspension – Student B (Val Dolezal) ..................................... 68 BA-15-486 Agreement – Long Term Suspension – Student C (Val Dolezal) ..................................... 69 BA-15-487 MOU – CRCSD and Workplace Learning Connection (Karla Ries) ................................ 70 BA-15-488 Approval – Meal Price Increase for the 2015-2016 School Year (Suzy Ketelsen) ........... 72 BA-15-489 Agreement – Long Term Suspension – Student D (Mary Ellen Maske) .......................... 74 LEARNING AND LEADERSHIP BA-15-490 iJAG – Iowa’s Jobs for America’s Graduates (Karla Ries) ............................................. 75
ADMINISTRATION BA-15-491 Approval – SILO Debt Refinancing (Steve Graham) ....................................................... 83 BOARD GOVERNANCE BA-15-011/08 Policy Manual – Review & Revisions – Procedure 202.4a “Conflict of Interest – Board
Appointed Committees”, Regulation 202.12 “Board-Superintendent Relationship”, Regulation 204.3 “Lifetime Pass”, Policy 208 “Shared-Decision Making”, Regulation 606.1 “Wellness Regulation”, Proposed Procedure 610.1a “Snacks – Nutritional Guidelines”, and Proposed Procedure 610.1b “Wellness Fundraising Guidelines”
(Dave Benson/Laurel Day) ............................................................................................ 116 BA-15-492 Exempt Meeting - Discuss Strategy Sessions for Union and Non-Union Employee
Groups (Dave Benson) ................................................................................................. 128 RETIREE RECOGNITION
The Board of Education will recognize District employees who are retiring in 2015 via video presentation.
SCHOOL BOARD CALENDAR ......................................................................................................... 129 MEETING EVALUATION/ADJOURNMENT (Mary Meisterling)
Board Meeting: Monday, May 11, 2015
CALL TO ORDER APPROVAL OF AGENDA That the agenda of Monday, May 11, 2015, Board of Education meeting be approved as set forth,
and that each item is considered ready for discussion and/or action. MOTION/2ND/ROLL CALL ACTION
Board Meeting: Monday, May 11, 2015
RECOGNITION BA-15-469 Employee Recognition - 25, 30, 35 and 40 Years of Service (Jill Cirivello) Information Item Pertinent Fact(s)
The District and the Foundation are proud to honor the following employees for their continuous years of service. The Board and the Foundation appreciate the efforts of our employees, especially those who have contributed many years. Recipients who have achieved these milestones are present to accept their awards.
25 Years of Service
Lori Bruzek – ELSC Kimberly Middlekauff – Kennedy LaVern Burns – Transportation Michele Ness – Rockwell Day Care Tina Butz – Madison Kim Ongie – Harding Edward Davis – Jefferson Loraine Osborn – Pierce Kristina Eells – Viola Gibson Kim Overturf – Hiawatha Diane Franklin – Franklin Barbara Pino – Rockwell Day Care Lana Franzman – Rockwell Day Care Pamela Polglaze – Coolidge Wayne Fritch – Wilson Mary Reade – Transportation Michael Fritz – Jackson Laura Reed – Wilson Victoria Fritz – Wright Cary Rhoads – Transportation Vicki Genkinger – ELSC Cindi Rudish – Johnson Ann Hauschildt – Harding Susan Serbousek – Nixon Brad Hines – Arthur Cindy Smith – Harding Mike Hopkins – Jefferson Michael Johnson – Washington Kevin Karr – Transition Center Annette Kenney – Truman Joan Krumm – Taylor Toby Lacock – Kenwood Gloria Lake – McKinley
Elizabeth Smith – Transportation Kim Sparks – Madison Ann Starry – Transportation Ruth Taylor – Rockwell Day Care Robert Vileta – Jefferson Melissa Wickham – Metro Sharon Wilcox – Kennedy LaVera Wood – ELSC
30 Years of Service
Laurie Bark – Kennedy Christine Lafrenz – Cleveland Debra Becker – Grant Joan Moore – ELSC Rebecca Dickinson – Harding Annette Sankot – Coolidge Valerie Dolezal – ELSC Michael Terry – Truman Martin Knake – Harding Myron Tomlinson – Kenwood
35 Years of Service
Marta Hershner – ELSC Lynn O’Connor – ELSC Lynn Johnson – Roosevelt Charles Perry – ELSC Amy Kohl – Franklin Mary Roberts Rathje – Jefferson Lori Law – Coolidge
Marilyn Schaefer – Franklin
40 Years of Service
Debra Aldrich – Kennedy Matthew Dunbar – ELSC
Board Meeting: Monday, May 11, 2015
RECOGNITION BA-15-470 Board of Education Recognition (Dave Benson) Information Item Pertinent Fact(s):
1. The annual Iowa School Board Recognition Month allows time for District staff and stakeholders to recognize our Board of Education for their tremendous commitment and sacrifice to the education of our children. This year’s theme – “School Boards Strengthen Public Education!” – recognizes that school board members are local leaders making a significant pledge to all those they serve.
2. Representatives of the CRCSD Executive Council Administration Team are pleased to recognize
the Cedar Rapids Community School’s Board of Education for their tremendous commitment and sacrifice to the students, staff and citizens of this community.
SUPERINTENDENT’S REPORT/BOARD REPORTS COMMUNICATIONS, DELEGATIONS, AND PETITIONS CONSENT AGENDA BA-15-000/16 Minutes – Regular Meeting/Work Session on April 27, 2015 (Laurel Day) Action Item Pertinent Fact(s): It is the responsibility of the Board Secretary to keep the minutes of Board of Directors meetings
as required by Iowa Code §§ 21.3 and Board Regulation 202.10. The minutes will be available for public inspection within two weeks of the Board meeting and forwarded to the appropriate newspaper for publication.
Recommendation: It is recommended that the Board of Education approve the Minutes from the Regular Meeting/Work
Session held on April 27, 2015.
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-008/08 Open Enrollment – Denial 2014-2015 (Karla Ries) Exhibit: BA-15-008/08.1 Action Item Pertinent Fact(s):
1. Section 256.7(5), Chapter 17, of the Iowa Code “Open Enrollment,” allows parents/guardian to enroll their children/child in a school district other than the resident district of the custodial parent/guardian. In order for parents/guardians to exercise this option, their request must be submitted by March 1 of the year preceding open enrollment. For kindergarten children the deadline for submitting an application for open enrollment is September 1 of the current school year.
2. Applications filed after the deadline will not be approved unless the reason for late filing qualifies
for “good cause”; “good cause” means a change in the status of a child’s resident district for any of the following reasons: A. Family moved to a new district of residence B. Change in the marital status of the student's parents resulting in new resident district C. Placement of the student into foster care resulting in new resident district D. Adoption resulting in new resident district E. Participation in a foreign exchange program F. Participation in a substance abuse or mental health treatment program resulting in new
resident district G. Failure of negotiations for reorganization or rejection of proposed reorganization plan* H. Failure of negotiations for whole grade sharing or rejection of whole grade sharing agreement* I. Loss of accreditation or revocation of a charter school contract*
*If “good cause” is related to change in status of child’s resident district, the open enrollment request must be filed within 45 days of last board action or within 30 days of certification of an election, whichever is applicable.
3. Request may be denied if: A. The student has been suspended or expelled by a district and has not been reinstated as a
student in that district B. Insufficient classroom space exists C. Minority/non-minority pupil ratios would be adversely affected D. An appropriate instructional program is not available E. The applicant missed the prescribed deadline and the request does not qualify for “good cause”
4. If the denial is based on a desegregation plan and/or any other reasons, it may be appealed to the Linn County District Court and cannot be appealed to the State Board of Education. An appeal must be postmarked within 30 days of the board decision.
Recommendation: It is recommended that the Board of Education approve the denial of the Open Enrollment of these students
commencing with the 2014-2015 school year.
BA-09-008/1.1
OPEN ENROLLMENT DENIALS
2014-2015 SCHOOL YEAR
Board Meeting
May 11, 2015
Enter Denial
Parent Student Grade
14-15
Resident District Requested District
Randi R. Nathan K. 0 Marion Independent Cedar Rapids Community Schools
Reason:
Insufficient Program
Space
Totals
M- Marion
BA-15-008/08.1
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-009/16 Personnel Report (Jill Cirivello) Exhibit: BA-15-009/16.1-4 Action Item Roll Call Recommendation: It is recommended that the Board of Education approve the Personnel Report.
BA-15-009/16.1
Board Agenda: Monday, May 11, 2015
BA-15-009/01 PERSONNEL
BA-15-009/A APPOINTMENTS - SALARIED STAFF
Name Salary Placement Assignment Effective Date
Butler, Linsey TBD Elementary Spanish 2015-2016 School
Various Year
Divis, Ethan $3,511 Baseball Asst. 5/4/2015
Kennedy
Fifield, Parker $3,511 Baseball Asst. 5/4/2015
Kennedy
Gutknecht, Tracie $52,500 annual salary Purchasing Specialist 5/18/2015
prorated to $6,436.78 ELSC
Kolln, Kelly $2,717 Drama Tech 4/23/2015
Franklin
BA-15-009/B GRANTING LEAVES OF ABSENCE - SALARIED STAFF
Name Type of Leave Assignment Effective Date
Ainsworth, Kimberly Personal Kindergarten 2015-2016 School
Viola Gibson Year
Campbell, Natalie Personal 5th Grade 5/11/15-6/9/15
Wright
Carter, Jessica Personal Multicat. (0.5 FTE) 2015-2016 School
Franklin Year
Goebel, Jennifer Personal Title I (0.5 FTE) 2015-2016 School
Nixon Year
Hyland, Karen Personal Home School (0.125 FTE) 2015-2016 School
Wilson Year
Reimer, Kimberly Personal Severe/Profound 2015-2016 School
Truman Year
BA-15-009/C CHANGE OF GRADE/POSITION - SALARIED STAFF
Name Salary Placement Assignment Effective Date
Byrne, Jeremiah $17.19 per hour Bus Driver 4/27/2015
Transportation
BA-15-009/16.2
Board Agenda: Monday, May 11, 2015
BA-15-009/D RESIGNATIONS - SALARIED STAFF
Name Reason Assignment Effective Date
Buesing, Chris Personal Wrestling Asst. 4/22/2015
Jefferson
Goetzinger, Charlie Personal Football Asst. 4/29/2015
Jefferson
Krebsbach, Krista Personal Media Specialist 6/9/2015
Viola Gibson/Garfield
Mackey, Gary Personal MN Basketball Asst. 4/2/2015
Kennedy
Mackey, Sara Personal Head Cheerleading 4/29/2015
Kennedy
Sanchez, Adam Personal Physical Education 6/30/2015
Washington
Sanchez, Adam Personal Head Men's Basketball 6/30/2015
Washington
Stuhr, Amelia Personal 7th Grade 6/9/2015
Franklin
Thilges, Christopher Personal Art 6/9/2015
Jackson/Wright
BA-15-009/E RETIREMENT - SALARIED STAFF
Name Assignment Effective Date
Dawson, Lynn BD 6/30/2015
Bertram/Four Oaks
BA-15-009/F APPOINTMENTS - HOURLY STAFF
Name Salary Placement Assignment Effective Date
Clouse, Pat $11.28 per hour Food Service Asst. 4/27/2015
Hiawatha
Riojas, Yolanda $10.42 per hour Child Care Assistant 5/4/2015
Rockwell CDC
Ruport, Jennifer $10.73 per hour Child Care Assistant 5/4/2015
Rockwell CDC
BA-15-009/G GRANTING LEAVES OF ABSENCE - HOURLY STAFF
Name Type of Leave Assignment Effective Date
Hanks, Michael Personal Custodian I 1/28/15-4/29/15
Van Buren
BA-15-009/16.3
Board Agenda: Monday, May 11, 2015
White, Toni Personal Field Technician 5/14/14-1/18/15
ELSC
BA-15-009/H GRANTING EXTENSION OF LEAVES OF ABSENCE - HOURLY STAFF
Name Type of Leave Assignment Effective Date
Riley, Megan Personal Paraprofessional 1/6/15 - 6/5/15
Jefferson
BA-15-009/I RESIGNATIONS - HOURLY STAFF
Name Reason Assignment Effective Date
Gutknecht, Tracie To accept another B&G Project Assistant 5/18/2015
position in District ELSC
Hermanson, Riley Personal Custodian II 5/8/2015
Wilson
Joseph, Jacqueline Personal Cashier 6/3/2015
Jefferson
Pitcher, Brandi Personal Bus Attendant 5/5/2015
Transportation
Schoettmer, Julie Personal Clerk Typist 10 mo. 6/30/2015
Washington
Schulz, Amber Personal Para - Autism 1:1 4/23/2015
Viola Gibson
Stevenson, Susan Personal Para - Multicat 1:1 4/10/2015
Hiawatha
BA-15-009/J RETIREMENTS - HOURLY STAFF
Name Assignment Effective Date
Gunzenhauser, Elaine Confidential Secretary 7/30/2015
ELSC
Johnson, Mary Para - Kindergarten 6/5/2015
Nixon
Joan Moore Behavior Technician 6/5/2015
ELSC
Schinsing, Jean Elem. Principal's Secretary 6/30/2015
Erskine
Waggoner, Marie Paraprofessional 6/5/2015
Bertram/Four Oaks
BA-15-009/16.4
Board Agenda: Monday, May 11, 2015
BA-15-009/O TERMINATIONS - HOURLY STAFF
Name Assignment Effective Date
Stiff, Mollie Paraprofessional 4/3/2015
Roosevelt
Walker, Teresa Paraprofessional 4/3/2015
Roosevelt
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-471 Resolution – Regular School Board Election – September 8, 2015 (Laurel Day) Exhibit: BA-15-471.1 Action Item Pertinent Fact(s): 1. Iowa Code requires the Board of Education to approve a Resolution calling for a Regular School
Board Election on Tuesday, September 8, 2015. 2. Upon approval of such Resolution by the Board of Directors, authorization will be submitted to
the Linn County Commissioner of Elections to schedule the election. 3. Petitions and affidavits for candidacy for Board of Directors seats were filed with the Secretary of
the School Board no earlier than Monday, July 6, 2015, and no later than 5:00 pm Thursday, July 30, 2015.
Recommendation:
It is recommended that the Board of Education approve the Resolution calling for the Regular School Board Election for Tuesday, September 8, 2015.
RESOLUTION OF REGULAR ELECTION
WHEREAS, the Code of Iowa provides regular school elections shall be held biennial on the second
Tuesday in September in each school corporation for the purpose of submitting to the voters thereof any
matters authorized by law.
SECTION 1. That a regular school election is scheduled by law to be held in and for the Cedar
Rapids Community School District, in the county of Linn, state of Iowa, on the 8th day of September, 2015, at which there shall be submitted to the voters of said district the following to-wit:
SUBSECTION A. For the election of (1) School Director to be elected for District One.
Said election shall be for a term of four (4) years to succeed the member whose term expires at the
organization of the Board of Directors at the first regular meeting immediately following the election and
shall hold office for the term for which elected and until a successor is elected or appointed and qualified.
SUBSECTION B. For the election of (1) School Director to be elected for District Four.
Said election shall be for a term of four (4) years to succeed the member whose term expires at the
organization of the Board of Directors at the first regular meeting immediately following the election and
shall hold office for the term for which elected and until a successor is elected or appointed and qualified.
SUBSECTION C. For the election of (2) School Directors to be elected for At Large.
Said election shall be for a term of four (4) years to succeed the members whose term expires at the
organization of the Board of Directors at the first regular meeting immediately following the election and shall hold office for the term for which elected and until successors are elected or appointed and qualified.
SECTION 2. That for said election all applicable provisions of the laws of Iowa, pertaining to
elections and school elections shall become a part of this resolution as though set forth fully herein.
SECTION 3. That at the first regular meeting after the regular school election, September 14 or 28,
2015, the Board of Directors of the Cedar Rapids Community School District shall convene in the Board
Room of the Educational Leadership and Support Center, 2500 Edgewood Rd NW, Cedar Rapids, Iowa, in
said school district for the purpose of the organizational meeting of the school board.
President, Board of Directors
ATTEST:
Secretary, Board of Directors
BA-15-471.1
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA
BA-15-472 Purchasing Register – Servers and SAN (Storage Area Network) (Lori Bruzek\Tom Day)
Exhibit: BA-15-472.1
Action Item
Pertinent Fact(s):
1. Based on recommendation from the Technology SILO Oversight Committee, the District isseeking bids on a new SAN (storage area network) solution. The District will upgrade the currentstorage system to improve system performance and increase storage capacity.
2. District servers are also schedule for replacement at this time. Due to fiber connectivity now inplace between buildings, the District is able to reduce the number of servers needed throughout theDistrict by approximately one-third.
3. The SAN solution and servers replacements are anticipated expenditures based on a five-yearrefresh cycle to core District systems and is covered the Technology SILO budget.
Recommendation:
It is recommended that the Board of Education approve Purchasing Register – Servers and SAN (Storage Area Network).
CEDAR RAPIDS COMMUNITY SCHOOL DISTRICT Purchasing Department
2500 Edgewood Rd NW
Cedar Rapids, IA 52405
PURCHASING REGISTER
Purchases for approval or ratification
Description: SAN and Server Replacement
School: District
Budget Year: 2015
First Notice Date: May 12, 2015
Second Notice Date: May 19, 2015
Bid Due Date: June 2, 2016
Estimated Cost: $400,000.00
BA-15-472.1
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-473 Agreement – Cedar Rapids Community Schools and Juvenile Court School-Based Liaisons
Programs (Paul Hayes) Exhibit: BA-15-473.1-2 Action Item Pertinent Fact(s):
1. The on-going Agreement is between Cedar Rapids Community School District, Juvenile Court Services (JCS) of the 6th Judicial District, and the Iowa Department of Human Services (DHS). The Agreement covers the services of three Juvenile Court School Liaisons that serve adjudicated and at-risk students in our elementary, middle schools, high schools and our alternative high school.
2. The costs of the services shall be allocated as follows: for the school-based liaisons 50% comes
from DHS and the JCO’s and at least 50% from the district. 3. The Cedar Rapids Community School District’s portion of services is from the Drop Out
allocation. Recommendation: It is recommended that the Board of Education approve the on-going Agreement between Cedar Rapids
Community School District, Juvenile Court Services, and the Iowa Department of Human Services for Juvenile Court School Liaisons.
JUV-12-SB-6-002
Page 1 of 2
Fourth Amendment to the Juvenile Court School Liaison Program
Contract
This Amendment to Contract Number JUV-12-SB-6-002 is effective as of July 1, 2015, between
the Juvenile Court Services for the 6th Judicial District of Iowa (JCS), the Iowa Department of
Human Services (Agency), and Cedar Rapids Community School District (Contractor).
Section 1: Amendment to Contract Language
The Contract is amended as follows:
Revision 1. Contract Duration. The Contract is hereby extended from July 1, 2015, through
June 30, 2016.
Revision 2. Section 5.1, Rate and Maximum Amounts, is deleted and replaced as follows:
5.1.1 The maximum program cost for the fifth year of the contract is $304,000.
(1) Fifth year program costs 50% or $152,750 paid by the DHS.
1. $150.00 per Liaison for the Annual School Liaison Conference expenses.
2. $152,000 for Salary, Taxes, Retirement and Benefits
(2) Fifth year program costs 50% or $152,000 paid by the District
Revision 3. Section 6.2 Term, is hereby amended as follows:
6.2 Renewal Terms. JCS and the DHS may, in their sole discretion, renew this contract for one
(1) additional one-year terms. JCS and the DHS have executed the option for a one term period
from July 1, 2015 to June 30, 2016.
Section 2: Ratification & Authorization
Except as expressly amended and supplemented herein, the Contract shall remain in full force
and effect, and the parties hereby ratify and confirm the terms and conditions thereof. Each party
to this Amendment represents and warrants to the other that it has the right, power, and authority
to enter into and perform its obligations under this Amendment, and it has taken all requisite
actions (corporate, statutory, or otherwise) to approve execution, delivery and performance of
this Amendment, and that this Amendment constitutes a legal, valid, and binding obligation.
BA-15-473.1
JUV-12-SB-6-002
Page 2 of 2
Section 3: Execution
IN WITNESS WHEREOF, in consideration of the mutual covenants set forth above and for
other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are
hereby acknowledged, the parties have entered into the above Amendment and have caused their
duly authorized representatives to execute this Amendment.
Juvenile Court Services, 6th Judicial District of Iowa Iowa Department of Human Services
Signature of Authorized Representative: Date: Signature of Authorized Representative: Date:
Printed Name: Candice L. Bennett, Chief Juvenile
Court Officer
Printed Name: Charles M. Palmer, Director
Cedar Rapids Community School District
Signature of Authorized Representative: Date:
Printed Name:
Laurel A. Day
5/11/15
BA-15-473.2
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-474 Cooperative Agreement – CRCSD Kennedy High School with Xavier High School for
Orchestra 2015-2016 School Year (Mary Ellen Maske) Exhibit: BA-15-474.1 Action Item Pertinent Fact(s): 1. According to Iowa Code 281-36.20(280), in the event a school does not directly make
participation in an interscholastic activity available to its students, the governing board of the school may, by formally adopted policy, if among its own attendance centers, or by written agreement with the governing board of another member school or schools, provide for the eligibility of its students in interscholastic activities provided by another school or schools.
2. Agreements shall be for a minimum of one school year. The proposed agreement for
consideration and approval is a renewal for the 2015-16 school year. 3. An application for “Cooperative Sponsorship of an Activity” has been received by the Cedar
Rapids School District: ~on behalf of Xavier High School and Cedar Rapids Kennedy High School for the 2015-16 school year.
Recommendation:
It is recommended that the Board of Education approve the Application for Cooperative Sponsorship of an Activity on behalf of Xavier High School and Cedar Rapids Kennedy High School for the 2015-16 school year and, submit the application to the appropriate governing organizations.
BA-15-474.1
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-475 Agreement – Cedar Rapids Community Schools and Unity Point St. Luke’s Hospital (Sheila Lehman) Exhibit: BA-15-475.1 Action Item Pertinent Fact(s):
1. This is an on-going and unchanged Agreement between the Cedar Rapids Community School District and St. Luke’s Hospital that provides educational services to young people while they are in temporary residential care in the psychiatric unit at St. Luke’s Hospital.
2. Two District teachers and two paraprofessionals work in an elementary child unit and secondary
adolescent unit respectively within the locked area at the hospital. Children who are patients in the units attend school for half of each day until they are discharged.
3. St. Luke’s Hospital provides the classroom space and hospital support services as a part of the
Agreement. Recommendation:
It is recommended that the Board of Education approve the on-going Agreement between the Cedar Rapids Community Schools and Unity Point St. Luke’s Hospital.
AGREEMENT BETWEEN
THE CEDAR RAPIDS COMMUNITY SCHOOL DISTRICT
AND UNITY POINT ST. LUKE’S HOSPITAL
This agreement is entered into by and between Cedar Rapids Community School District and Unity
Point St. Luke’s Hospital pursuant to the provisions of Senate File 2320.
Services to be provided under this agreement shall begin on August 19, 2015 and continue through
the end of the 15-16 school year (at this time noted as June 3, 2016) as described.
I. Cedar Rapids Community School District shall:
A. provide and supervise appropriately licensed staff for the classrooms within the Child
and Adolescent Psychiatric Unit of Unity Point St. Luke’s Hospital;
B. provide appropriate instructional materials and technology to support student needs;
C. maintain appropriate educational and billing data on students served in the educational
classes;
D. bill districts for educational services provided to non-resident students on a bi-monthly
basis;
E. apply fees collected on non-resident students served in the unit to the District cost of
operating the classes;
F. charge a 6% administrative fee for costs associated with billing other districts. The 6% is
based on the amounts billed to other districts and does not include any amount paid for
Cedar Rapids residents.
G. assist Unity Point St. Luke’s Hospital in compliance with the federal HIPAA (Health
Insurance Portability Accountability Act) regulations.
II. Unity Point Hospital shall:
A. provide appropriate educational and billing data to Cedar Rapids Community School
District;
B. provide space for the classes;
C. assume deficit costs for educational expenditures beyond the revenues collected for
resident and non-resident students served in the unit during the 2013-2014 school year
(deficit costs shall be paid to Cedar Rapids Community School District by June 30,
2016).
This agreement may be adjusted or terminated by mutual agreement due to funding or other
problematic reasons.
__________________________________________________ ____________________ Cedar Rapids Community School District Authorized Representative Date
__________________________________________________ ____________________ Unity Point St. Luke’s Hospital Authorized Representative Date
5/11/2015
BA-15-475.1
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-476 Agreement – Cedar Rapids Community School District and Linn County DECAT –
Life Skills Coach (Paul Hayes) Exhibit: BA-15-476.1-26 Action Item Pertinent Fact(s): 1. The District has a number of at-risk children and children under the jurisdiction of juvenile court.
The program will serve students in elementary and middle school that are under the jurisdiction of juvenile court.
2. The Life Skills Coach will be housed at Polk Alternative Center to support identified students in
the District with issues such as behavior, truancy, and achievement of academic goals. 3. DECAT fully funds cost of the program. Recommendation: It is recommended that the Board of Education approve the Agreement between the Cedar Rapids
Community School District and Linn County DECAT – Life Skills Coach.
DCAT4-16-009
Page 1 of 26
Form Date 3/30/15
CONTRACT DECLARATIONS AND EXECUTION Intergovernmental Contract: Non-State Agency
RFP # Contract #
N/A DCAT4-16-009
Title of Contract
Life Skills Coach at Cedar Rapids Community School District
This Contract must be signed by all parties before the Contractor provides any Deliverables. The Agency is not
obligated to make payment for any Deliverables provided by or on behalf of the Contractor before the Contract is
signed by all parties. This Contract is entered into by the following parties:
Agency of the State (hereafter “Agency”) Name/Principal Address of Agency: Iowa Department of Human Services
1305 E. Walnut
Des Moines, IA 50319
Agency Billing Contact Name / Address: Judy Phelps
411 3rd Street SE Ste 300
Cedar Rapids IA 52401
Phone: (319) 892-6710
Agency Contract Manager (hereafter “Contract Manager” )
/Address (“Notice Address”):
Judy Phelps
411 3rd Street SE Ste 300
Cedar Rapids IA 52401
Agency Contract Owner (hereafter “Contract Owner”) /
Address:
Matt Majeski
411 3rd Street SE Ste 300
Cedar Rapids IA 52401
E-Mail: [email protected] E-Mail: [email protected]
Phone: (319) 892-6710
Contractor: (hereafter “Contractor”) Legal Name: Cedar Rapids Community School District Contractor’s Principal Address:
Educational Leadership & Support Center
2500 Edgewood Rd NW
Cedar Rapids, IA. 52405
Tax ID #: 42-6023551 Organized under the laws of: State of Iowa
Contractor’s Contract Manager Name/Address (“Notice
Address”):
Paul Hayes
Educational Leadership & Support Center
2500 Edgewood Rd NW
Cedar Rapids, IA. 52405
Contractor’s Billing Contact Name/Address:
Sherry Luskey
Educational Leadership & Support Center
2500 Edgewood Rd NW
Cedar Rapids, IA. 52405
Phone: (319) 558-3218
Phone: (319) 558-2259
E-Mail: [email protected]
BA-15-476.1-26
DCAT4-16-009
Page 2 of 26
Form Date 3/30/15
Contract Information Start Date: 07/01/15 End Date of Base Term of Contract: 06/30/16
Possible Extension(s): The Agency shall have the option to extend this Contract up to 1 additional 1-year extensions.
Contractor a Business Associate? Yes Contract Warranty Period (hereafter “Warranty
Period”): The term of this Contract, including any
extensions.
Contract Include Sharing SSA Data? No Contract Payments include Federal Funds? No
Contractor subject to Iowa Code Chapter 8F? N/A Contract Contingent on Approval of Another Agency:
No
Contractor a Qualified Service Organization? Yes
Contract Execution
This Contract consists of this Contract Declarations and Execution Section, the attached General Terms for Services
Contracts, Special Terms, and all Special Contract Attachments. In consideration of the mutual covenants in this
Contract and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are
hereby acknowledged, the parties have entered into this Contract and have caused their duly authorized
representatives to execute this Contract.
Contractor, Cedar Rapids Community School District Agency, Iowa Department of Human Services
Signature of Authorized Representative: Date:
Signature of Authorized Representative: Date:
Printed Name: Printed Name: Matt Majeski
Title: Title: Service Area Manager
Linn County Decategorization Board
Signature of Authorized Representative: Date:
Printed Name: John Brandt
Title: Chair
BA-15-476.1-26
Laurel A. DayBoard Secretary
5/11/2015
DCAT4-16-009
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Form Date 3/30/15
SECTION 1: SPECIAL TERMS
1.1 Special Terms Definitions.
N/A.
1.2 Contract Purpose.
Enhance student engagement through the use of Check & Connect and individual skill building services to at-risk
youth at Cedar Rapids Community School District.
1.3 Scope of Work.
1.3.1 Deliverables.
The Contractor shall provide the following:
1. At least 1.0 FTE qualified staff person and adequate office space, supplies, school district e-mail and access to
student information systems to administer the Life Skills program.
2. Primary population for services is elementary and middle school youth at Cedar Rapids Community School
District (CRCSD) who are under the jurisdiction of juvenile court. A secondary population for services is CRCSD
youth identified by Juvenile Court Services or Cedar Rapids Community School District as at-risk and in need of
life skills services.
3. Services will typically be provided 8:00 a.m. to 4:00 p.m. during the normal school year calendar and at
attendance centers where Cedar Rapids Community School District student(s) are being served.
4. Staff trained on the model will implement Check & Connect, a research-based intervention model for
promoting student engagement at school and with learning.
5. Provides life skills services to students in group settings and/or individually.
6. Provides support with student’s personal skills, problem solving, accountability and acceptance of
responsibility.
7. Assists with transitioning of youth from residential settings to the school system.
8. Assists staff with strategies to support and meet students’ needs in the areas of behavior, truancy, and
achievement of academic goals. Attends weekly Learning Support meetings as appropriate.
9. Connects youth and family to resources in the school and community.
10. Promotes family engagement in school based-activities.
11. Provides active communication and positive relationships with parents, juvenile court, students, staff, and
community members.
12. Attends court hearings and provides written court reports for youth as assigned.
13. Completes and submits data and reports as designated by Juvenile Court. Provides quality assurance reviews
to the 6th Judicial Court.
14. Maintains appropriate records and protects the confidentiality of data.
15. Progress reports are to be submitted on the form provided by the Linn County Decat staff. Reports are to be
submitted via e-mail to the Linn County Decat staff or designee by the following deadlines: October 15th, January
15th, April 15th and July 15th or the date specified on the report form.
16. Payment will be made by DHS but the claim forms are to be submitted to Linn County. Contractor will submit
an original signature on a DHS claim form (GAX) and documentation of expenses to fiscal staff at Linn County
Community Services by the 20th of each month. Attn: Cathy Ryan, Linn County Fiscal Staff, 930 First Street SW,
Cedar Rapids, IA 52404. Submit 2 copies of your contract and 1 copy of the Pre-Contract Questionnaire (PCQ)
along with the first GAX.
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1.3.2 Performance Measures.
1. 30 eligible youth will be served by Life Skills Coach.
2. Please provide:
a) Average # of youth who receive weekly contact by Life Skills Coach.
b) Unduplicated # of Families served by Life Skills Coach that receive 2 face-to-face contacts.
c) Unduplicated # of Families served that attend a family engagement event.
d) Unduplicated # of Families served that participate in a parent-teacher conference.
3. 50% of Check & Connect participants will show improvement in the areas of attendance, behavior, and/ or
academic achievement as measured by the CRCSD Student Supports database.
4. 50% of identified students will have at least an 80% attendance rate.
5. 50% of identified students will have fewer than two (2) office referrals.
6. 30% reduction in # of elementary and middle school youth being charged with school-based criminal offenses.
1.3.3 Monitoring, Review, and Problem Reporting.
1.3.3.1 Agency Monitoring Clause. The Contract Manager or designee will:
Verify Invoices and supporting documentation itemizing work performed prior to payment;
Determine compliance with general contract terms, conditions, and requirements; and
Assess compliance with Deliverables, performance measures, or other associated requirements based on the
following:
The Linn County Decat Board will assist the Contract Manager to monitor the performance of the
Contractor. Decat Board monitoring activities include:
a) Contractor budget utilization reviewed at least 5 times per fiscal year.
b) Contractor progress report reviewed at least 2 times per fiscal year.
c) Contractor presentation to the Linn County Decat Board upon request.
d) Linn County Community Services fiscal staff will provide fiscal monitoring services on claims and
documentation.
1.3.3.2 Agency Review Clause. The Contract Manager or designee will use the results of monitoring activities
and other relevant data to assess the Contractor’s overall performance and compliance with the Contract. At a
minimum, the Agency will conduct a review annually; however, reviews may occur more frequently at the
Agency’s discretion. As part of the review(s), the Agency may require the Contractor to provide additional data,
may perform on-site reviews, and may consider information from other sources.
The Agency may require one or more meetings to discuss the outcome of a review. Meetings may be held in
person. During the review meetings, the parties will discuss the Deliverables that have been provided or are in
process under this Contract, achievement of the performance measures, and any concerns identified through the
Agency’s contract monitoring activities.
1.3.3.3 Problem Reporting. As stipulated by the Agency, the Contractor and/or Agency shall provide a report
listing any problem or concern encountered. Records of such reports and other related communications issued in
writing during the course of Contract performance shall be maintained by the parties. At the next scheduled
meeting after a problem has been identified in writing, the party responsible for resolving the problem shall
provide a report setting forth activities taken or to be taken to resolve the problem together with the anticipated
completion dates of such activities. Any party may recommend alternative courses of action or changes that will
facilitate problem resolution. The Contract Owner has final authority to approve problem-resolution activities.
The Agency’s acceptance of a problem report shall not relieve the Contractor of any obligation under this
Contract or waive any other remedy. The Agency’s inability to identify the extent of a problem or the extent of
damages incurred because of a problem shall not act as a waiver of performance or damages under this Contract.
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1.3.3.4 Addressing Deficiencies. To the extent that Deficiencies are identified in the Contractor’s performance
and notwithstanding other remedies available under this Contract, the Agency may require the Contractor to
develop and comply with a plan acceptable to the Agency to resolve the Deficiencies.
1.3.4 Contract Payment Clause.
1.3.4.1 Pricing. In accordance with the payment terms outlined in this section and Contractor’s completion of the
Scope of Work as set forth in this Contract, the Contractor will be compensated an amount not to exceed
$100,000.00 during the entire term of this Contract, which includes any extensions or renewals thereof. Payment
will occur as follows:
Payment Table
Contract Duration Amount Not to Exceed
Base Term $50,000.00
Extension Year 1 $50,000.00
Note: continued payment for contract extension years is contingent upon extension of the Contract.
1.3.4.2 Payment Methodology.
Failure to meet the performance measures will result in reduction of payment. Contractor will be reimburse as
follows:
a) Meet 4 or more performance measures = 100% of actual expenses.
b) Meet 3 performance measures = 90% of actual expenses.
c) Meet less than 3 performance measures = 50% of actual expenses.
1.3.4.3 Timeframes for Regular Submission of Initial and Adjusted Invoices. The Contractor shall submit an
Invoice for services rendered in accordance with this Contract. Invoice(s) shall be submitted monthly. Unless a
longer timeframe is provided by federal law, and in the absence of the express written consent of the Agency, all
Invoices shall be submitted within six months from the last day of the month in which the services were rendered.
All adjustments made to Invoices shall be submitted to the Agency within ninety (90) days from the date of the
Invoice being adjusted. Invoices shall comply with all applicable rules concerning payment of such claims.
1.3.4.4 Submission of Invoices at the End of State Fiscal Year. Notwithstanding the timeframes above, and
absent (1) longer timeframes established in federal law or (2) the express written consent of the Agency, the
Contractor shall submit all Invoices to the Agency for payment by August 1st for all services performed in the
preceding state fiscal year (the State fiscal year ends June 30).
1.3.4.5 Payment of Invoices. The Agency shall verify the Contractor’s performance of the Deliverables and
timeliness of Invoices before making payment. The Agency will not pay Invoices that are not considered timely
as defined in this Contract. If the Contractor wishes for untimely Invoice(s) to be considered for payment, the
Contractor may submit the Invoice(s) in accordance with instructions for the Long Appeal Board Process to the
State Appeal Board for consideration. Instructions for this process may be found at:
http://www.dom.state.ia.us/appeals/general_claims.html.
The Agency shall pay all approved Invoices in arrears. The Agency may pay in less than sixty (60) days, but an
election to pay in less than sixty (60) days shall not act as an implied waiver of Iowa law.
1.3.4.6 Reimbursable Expenses. Unless otherwise agreed to by the parties in an amendment to the Contract that
is executed by the parties, the Contractor shall not be entitled to receive any other payment or compensation from
the State for any Deliverables provided by or on behalf of the Contractor pursuant to this Contract. The
Contractor shall be solely responsible for paying all costs, expenses, and charges it incurs in connection with its
performance under this Contract.
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Form Date 3/30/15
1.3.4.7 Travel Expenses. If the Contract requires the Agency to reimburse the Contractor for costs associated
with transportation, meals, and lodging incurred by the Contractor for travel, such reimbursement shall be limited
to travel directly related to the services performed pursuant to this Contract that has been approved in advance by
the Agency in writing. Travel-related expenses shall not exceed the maximum reimbursement rates applicable to
employees of the State of Iowa as set forth in the Department of Administrative Services’ State Accounting Policy
and Procedures Manual, Section 210, (http://das.sae.iowa.gov/internal_services/210_travel.html) and must be
consistent with all Iowa Executive Orders currently in effect. The Contractor agrees to use the most economical
means of transportation available and shall comply with all travel policies of the State. The Contractor shall
submit original, itemized receipts and any other supporting documentation required by Section 210 and Iowa
Executive Orders to substantiate expenses submitted for reimbursement.
1.4 Insurance Coverage.
The Contractor and any subcontractor shall obtain the following types of insurance for at least the minimum
amounts listed below:
Type of Insurance Limit Amount General Liability (including contractual liability) written on
occurrence basis
General Aggregate
Product/Completed
Operations Aggregate
Personal Injury
Each Occurrence
$2 Million
$1 Million
$1 Million
$1 Million
Automobile Liability (including any auto, hired autos, and
non-owned autos)
Combined Single Limit
$1 Million
Excess Liability, Umbrella Form Each Occurrence
Aggregate
$1 Million
$1 Million
Workers’ Compensation and Employer Liability As required by Iowa law As Required by Iowa
law
Property Damage
Each Occurrence
Aggregate
$1 Million
$1 Million
Professional Liability Each Occurrence
Aggregate
$2 Million
$2 Million
1.5 Business Associate Agreement. The Contractor, acting as the Agency’s Business Associate, performs certain
services on behalf of or for the Agency pursuant to this Contract that require the exchange of information that is
protected by the Health Insurance Portability and Accountability Act of 1996, as amended, and the federal
regulations published at 45 CFR part 160 and 164. The Business Associate agrees to comply with the Business
Associate Agreement Addendum (BAA), and any amendments thereof, as posted to the Agency’s website:
http://dhs.iowa.gov/HIPAA/baa. This BAA, and any amendments thereof, is incorporated into the Contract by
reference.
By signing this Contract, the Business Associate consents to receive notice of future amendments to the BAA
through electronic mail. The Business Associate shall file and maintain a current electronic mail address with the
Agency for this purpose. The Agency may amend the BAA by posting an updated version of the BAA on the
Agency’s website at: http://dhs.iowa.gov/HIPAA/baa, and providing the Business Associate electronic notice of
the amended BAA. The Business Associate shall be deemed to have accepted the amendment unless the Business
Associate notifies the Agency of its non-acceptance in accordance with the Notice provisions of the Contract
within 30 days of the Agency’s notice referenced herein. Any agreed alteration of the then current Agency BAA
shall have no force or effect until the agreed alteration is reduced to a Contract amendment that must be signed by
the Business Associate, Agency Director, and the Agency Security and Privacy Officer.
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Form Date 3/30/15
1.6 Qualified Service Organization. The Contractor acknowledges that it will be receiving, storing, processing,
or otherwise dealing with confidential patient records from programs covered by 42 CFR part 2, and the
Contractor acknowledges that it is fully bound by those regulations. The Contractor will resist in judicial
proceedings any efforts to obtain access to patient records except as permitted by 42 CFR part 2. “Qualified
Service Organization” as used in this Contract has the same meaning as the definition set forth in 42 CFR § 2.11.
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Form Date 3/30/15
SECTION 2. GENERAL TERMS FOR SERVICES
CONTRACTS
2.1 Definitions. Definitions in this section
correspond with capitalized terms in the Contract.
“Acceptance” means that the Agency has
determined that one or more Deliverables satisfy the
Agency’s Acceptance Tests. Final Acceptance
means that the Agency has determined that all
Deliverables satisfy the Agency’s Acceptance Tests.
Non-acceptance means that the Agency has
determined that one or more Deliverables have not
satisfied the Agency’s Acceptance Tests.
“Acceptance Criteria” means the Specifications,
goals, performance measures, testing results and/or
other criteria designated by the Agency and against
which the Deliverables may be evaluated for
purposes of Acceptance or Non-acceptance thereof.
“Acceptance Tests” or “Acceptance Testing” mean
the tests, reviews, and other activities that are
performed by or on behalf of the Agency to
determine whether the Deliverables meet the
Acceptance Criteria or otherwise satisfy the Agency,
as determined by the Agency in its sole discretion.
“Bid Proposal” or “Proposal” means the
Contractor’s proposal submitted in response to the
Solicitation, if this Contract arises out of a
competitive process.
“Business Days” means any day other than a
Saturday, Sunday, or State holiday as specified by
Iowa Code §1C.2.
“Confidential Information” means, subject to any
applicable State and federal laws and regulations,
including but not limited to Iowa Code Chapter 22,
any confidential or proprietary information or trade
secrets disclosed by either party (a “Disclosing
Party”) to the other party (a “Receiving Party”) that,
at the time of disclosure, is designated as confidential
(or like designation), is disclosed in circumstances of
confidence, or would be understood by the parties,
exercising reasonable business judgment, to be
confidential. Regardless of whether or not the
following information is designated as confidential,
the term Confidential Information includes
information that could be used to identify recipients
or applicants of Agency services and recipients of
Contract services including Protected Health
Information (45 C.F.R. § 160.103) and Personal
Information (Iowa Code § 715C.1(11)), Agency
security protocols and procedures, Agency system
architecture, information that could compromise the
security of the Agency network or systems, and
information about the Agency’s current or future
competitive procurements, including the evaluation
process prior to the formal announcement of results.
Confidential Information does not include
any information that: (1) was rightfully in the
possession of the Receiving Party from a source other
than the Disclosing Party prior to the time of
disclosure of the information by the Disclosing Party
to the Receiving Party; (2) was known to the
Receiving Party prior to the disclosure of the
information by the Disclosing Party; (3) was
disclosed to the Receiving Party without restriction
by an independent third party having a legal right to
disclose the information; (4) is in the public domain
or shall have become publicly available other than as
a result of disclosure by the Receiving Party in
violation of this Agreement or in breach of any other
agreement with the Disclosing Party; (5) is
independently developed by the Receiving Party
without any reliance on Confidential Information
disclosed by the Disclosing Party; (6) is disclosed or
is required or authorized to be disclosed pursuant to
law, rule, regulation, subpoena, summons, or the
order of a court, lawful custodian, governmental
agency or regulatory authority, or by applicable
regulatory or professional standards; or (7) is
disclosed by the Receiving Party with the written
consent of the Disclosing Party.
“Contract” means the collective documentation
memorializing the terms of the agreement between
the Agency and the Contractor identified in the
Contract Declarations and Execution Section and
includes the signed Contract Declarations and
Execution Section, the General Terms for Services
Contracts, the Special Terms, and any Special
Contract Attachments, as these documents may be
amended from time to time.
“Deficiency” means a defect, flaw, anomaly, failure,
omission, interruption of service, or other problem of
any nature whatsoever with respect to a Deliverable,
including, without limitation, any failure of a
Deliverable to conform to or meet an applicable
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specification. Deficiency also includes the lack of
something essential or necessary for completeness or
proper functioning of a Deliverable.
“Deliverables” means all of the services, goods,
products, work, work product, data, items, materials
and property to be created, developed, produced,
delivered, performed, or provided by or on behalf of,
or made available through, the Contractor (or any
agent, contractor or subcontractor of the Contractor)
in connection with this Contract. This includes data
that is collected on behalf of the Agency.
“Documentation” means any and all technical
information, commentary, explanations, design
documents, system architecture documents, database
layouts, test materials, training materials, guides,
manuals, worksheets, notes, work papers, and all
other information, documentation and materials
related to or used in conjunction with the
Deliverables, in any medium, including hard copy,
electronic, digital, and magnetically or optically
encoded media.
“Force Majeure” means an event that no human
foresight could anticipate or which if anticipated, is
incapable of being avoided. Circumstances must be
abnormal and unforeseeable, so that the
consequences could not have been avoided through
the exercise of all due care. The delay or
impossibility of performance must be beyond the
control and without the fault or negligence of the
parties. Force Majeure does not include: financial
difficulties of the Contractor or any parent,
subsidiary, affiliated or associated company of the
Contractor; claims or court orders that restrict the
Contractor’s ability to deliver the Deliverables
contemplated by this Contract; strikes; labor unrest;
or supply chain disruptions.
“Invoice” means a Contractor’s claim for payment.
At the Agency’s discretion, claims may be submitted
on an original invoice from the Contractor or may be
submitted on a claim form acceptable to the Agency,
such as a General Accounting Expenditure (GAX)
form.
“Solicitation” means the formal or informal
procurement (and any Addenda thereto) identified in
the Contracts Declarations and Execution Section
that was issued to solicit the Bid Proposal leading to
this Contract.
“Special Contract Attachments” means any
attachment to this Contract.
“Special Terms” means the Section of the Contract
entitled “Special Terms” that contains terms specific
to this Contract, including but not limited to the
Scope of Work and contract payment terms. If there
is a conflict between the General Terms for Services
Contracts and the Special Terms, the Special Terms
shall prevail.
“Specifications” means all specifications,
requirements, technical standards, performance
standards, representations, and other criteria related
to the Deliverables stated or expressed in this
Contract, the Documentation, the Solicitation, and the
Bid Proposal. Specifications shall include the
Acceptance Criteria and any specifications,
standards, or criteria stated or set forth in any
applicable state, federal, foreign, and local laws, rules
and regulations. The Specifications are incorporated
into this Contract by reference as if fully set forth in
this Contract.
“State” means the State of Iowa, the Agency, and all
State of Iowa agencies, boards, and commissions, and
when this Contract is available to political
subdivisions, any political subdivisions of the State
of Iowa.
2.2 Duration of Contract. The term of the Contract
shall begin and end on the dates specified in the
Contract Declarations and Execution Section, unless
extended or terminated earlier in accordance with the
termination provisions of this Contract. The Agency
may, in its sole discretion, amend the end date of this
Contract by exercising any applicable extension by
giving the Contractor a written extension at least
sixty (60) days prior to the expiration of the initial
term or renewal term.
2.3 Scope of Work. The Contractor shall provide
Deliverables that comply with and conform to the
Specifications. Deliverables shall be performed
within the boundaries of the United States.
2.4 Compensation.
2.4.1 Withholding Payments. In addition to
pursuing any other remedy provided herein or by law,
the Agency may withhold compensation or payments
to the Contractor, in whole or in part, without penalty
to the Agency or work stoppage by the Contractor, in
the event the Agency determines that: (1) the
Contractor has failed to perform any of its duties or
obligations as set forth in this Contract; (2) any
Deliverable has failed to meet or conform to any
applicable Specifications or contains or is
experiencing a Deficiency; or (3) the Contractor has
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failed to perform Close-Out Event(s). No interest
shall accrue or be paid to the Contractor on any
compensation or other amounts withheld or retained
by the Agency under this Contract.
2.4.2 Erroneous Payments and Credits. The
Contractor shall promptly repay or refund the full
amount of any overpayment or erroneous payment
within thirty (30) Business Days after either
discovery by the Contractor or notification by the
Agency of the overpayment or erroneous payment.
2.4.3 Offset Against Sums Owed by the
Contractor. In the event that the Contractor owes
the State any sum under the terms of this Contract,
any other contract or agreement, pursuant to a
judgment, or pursuant to any law, the State may, in
its sole discretion, offset any such sum against: (1)
any sum Invoiced by, or owed to, the Contractor
under this Contract, or (2) any sum or amount owed
by the State to the Contractor, unless otherwise
required by law. The Contractor agrees that this
provision constitutes proper and timely notice under
any applicable laws governing offset.
2.5 Termination.
2.5.1 Termination for Cause by the Agency. The
Agency may terminate this Contract upon written
notice for the breach by the Contractor or any
subcontractor of any material term, condition or
provision of this Contract, if such breach is not cured
within the time period specified in the Agency’s
notice of breach or any subsequent notice or
correspondence delivered by the Agency to the
Contractor, provided that cure is feasible. In
addition, the Agency may terminate this Contract
effective immediately without penalty and without
advance notice or opportunity to cure for any of the
following reasons:
2.5.1.1 The Contractor furnished any statement,
representation, warranty, or certification in
connection with this Contract, the Solicitation, or the
Bid Proposal that is false, deceptive, or materially
incorrect or incomplete;
2.5.1.2 The Contractor or any of the Contractor’s
officers, directors, employees, agents, subsidiaries,
affiliates, contractors or subcontractors has
committed or engaged in fraud, misappropriation,
embezzlement, malfeasance, misfeasance, or bad
faith;
2.5.1.3 The Contractor or any parent or affiliate of
the Contractor owning a controlling interest in the
Contractor dissolves;
2.5.1.4 The Contractor terminates or suspends its
business;
2.5.1.5 The Contractor’s corporate existence or good
standing in Iowa is suspended, terminated, revoked or
forfeited, or any license or certification held by the
Contractor related to the Contractor’s performance
under this Contract is suspended, terminated,
revoked, or forfeited;
2.5.1.6 The Contractor has failed to comply with any
applicable international, federal, state or local laws,
rules, ordinances, regulations, or orders when
performing within the scope of this Contract;
2.5.1.7 The Agency determines or believes the
Contractor has engaged in conduct that: (1) has or
may expose the Agency or the State to material
liability; or (2) has caused or may cause a person’s
life, health, or safety to be jeopardized;
2.5.1.8 The Contractor infringes or allegedly
infringes or violates any patent, trademark, copyright,
trade dress, or any other intellectual property right or
proprietary right, or the Contractor misappropriates
or allegedly misappropriates a trade secret;
2.5.1.9 The Contractor fails to comply with any
applicable confidentiality laws, privacy laws, or any
provisions of this Contract pertaining to
confidentiality or privacy; or
2.5.1.10 Any of the following has been engaged in by
or occurred with respect to the Contractor or any
corporation, shareholder or entity having or owning a
controlling interest in the Contractor:
Commencing or permitting a filing against it which
is not discharged within ninety (90) days, of a case or
other proceeding seeking liquidation, reorganization,
or other relief with respect to itself or its debts under
any bankruptcy, insolvency, or other similar law now
or hereafter in effect; or filing an answer admitting
the material allegations of a petition filed against it in
any involuntary case or other proceeding commenced
against it seeking liquidation, reorganization, or other
relief under any bankruptcy, insolvency, or other
similar law now or hereafter in effect with respect to
it or its debts; or consenting to any such relief or to
the appointment of or taking possession by any such
official in any voluntary case or other proceeding
commenced against it seeking liquidation,
reorganization, or other relief under any bankruptcy,
insolvency, or other similar law now or hereafter in
effect with respect to it or its debts;
Seeking or suffering the appointment of a trustee,
receiver, liquidator, custodian or other similar official
of it or any substantial part of its assets;
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Making an assignment for the benefit of creditors;
Failing, being unable, or admitting in writing the
inability generally to pay its debts or obligations as
they become due or failing to maintain a positive net
worth and such additional capital and liquidity as is
reasonably adequate or necessary in connection with
the Contractor’s performance of its obligations under
this Contract; or
Taking any action to authorize any of the
foregoing.
2.5.2 Termination Upon Notice. Following a thirty
(30) day written notice, the Agency may terminate
this Contract in whole or in part without penalty and
without incurring any further obligation to the
Contractor. Termination can be for any reason or no
reason at all.
2.5.3 Termination Due to Lack of Funds or
Change in Law. Notwithstanding anything in this
Contract to the contrary, and subject to the limitations
set forth below, the Agency shall have the right to
terminate this Contract without penalty and without
any advance notice as a result of any of the
following:
2.5.3.1 The legislature or governor fail in the sole
opinion of the Agency to appropriate funds sufficient
to allow the Agency to either meet its obligations
under this Contract or to operate as required and to
fulfill its obligations under this Contract; or
2.5.3.2 If funds are de-appropriated, reduced, not
allocated, or receipt of funds is delayed, or if any
funds or revenues needed by the Agency to make any
payment hereunder are insufficient or unavailable for
any other reason as determined by the Agency in its
sole discretion; or
2.5.3.3 If the Agency’s authorization to conduct its
business or engage in activities or operations related
to the subject matter of this Contract is withdrawn or
materially altered or modified; or
2.5.3.4 If the Agency’s duties, programs or
responsibilities are modified or materially altered; or
2.5.3.5 If there is a decision of any court,
administrative law judge or an arbitration panel or
any law, rule, regulation, or order is enacted,
promulgated, or issued that materially or adversely
affects the Agency’s ability to fulfill any of its
obligations under this Contract.
The Agency shall provide the Contractor with written
notice of termination pursuant to this section.
2.5.4 Other remedies. The Agency’s right to
terminate this Contract shall be in addition to and not
exclusive of other remedies available to the Agency,
and the Agency shall be entitled to exercise any other
rights and pursue any remedies, in law, at equity, or
otherwise.
2.5.5 Limitation of the State’s Payment
Obligations. In the event of termination of this
Contract for any reason by either party (except for
termination by the Agency pursuant to Section 2.5.1,
Termination for Cause by the Agency) the Agency
shall pay only those amounts, if any, due and owing
to the Contractor hereunder for Deliverables actually
and satisfactorily provided in accordance with the
provisions of this Contract up to and including the
date of termination of this Contract and for which the
Agency is obligated to pay pursuant to this Contract;
provided however, that in the event the Agency
terminates this Contract pursuant to Section 2.5.3,
Termination Due to Lack of Funds or Change in
Law, the Agency’s obligation to pay the Contractor
such amounts and other compensation shall be
limited by, and subject to, legally available funds.
Payment will be made only upon submission of
Invoices and proper proof of the Contractor’s claim.
Notwithstanding the foregoing, this section in no way
limits the rights or remedies available to the Agency
and shall not be construed to require the Agency to
pay any compensation or other amounts hereunder in
the event of the Contractor’s breach of this Contract
or any amounts withheld by the Agency in
accordance with the terms of this Contract. The
Agency shall not be liable, under any circumstances,
for any of the following:
2.5.5.1 The payment of unemployment compensation
to the Contractor’s employees;
2.5.5.2 The payment of workers’ compensation
claims, which occur during the Contract or extend
beyond the date on which the Contract terminates;
2.5.5.3 Any costs incurred by the Contractor in its
performance of the Contract, including, but not
limited to, startup costs, overhead, or other costs
associated with the performance of the Contract;
2.5.5.4 Any damages or other amounts associated
with the loss of prospective profits, anticipated sales,
goodwill, or for expenditures, investments, or
commitments made in connection with this Contract;
or
2.5.5.5 Any taxes the Contractor may owe in
connection with the performance of this Contract,
including, but not limited to, sales taxes, excise taxes,
use taxes, income taxes, or property taxes.
2.5.6 Contractor’s Contract Close-Out Duties.
Upon receipt of notice of termination, at expiration of
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the Contract, or upon request of the Agency
(hereafter, “Close-Out Event”), the Contractor shall:
2.5.6.1 Cease work under this Contract and take all
necessary or appropriate steps to limit disbursements
and minimize costs, and furnish a report within thirty
(30) days of the Close-Out Event, describing the
status of all work performed under the Contract and
such other matters as the Agency may require.
2.5.6.2 Immediately cease using and return to the
Agency any property or materials, whether tangible
or intangible, provided by the Agency to the
Contractor.
2.5.6.3 Cooperate in good faith with the Agency and
its employees, agents, and independent contractors
during the transition period between the Close-Out
Event and the substitution of any replacement service
provider.
2.5.6.4 Immediately return to the Agency any
payments made by the Agency for Deliverables that
were not rendered or provided by the Contractor.
2.5.6.5 Immediately deliver to the Agency any and all
Deliverables for which the Agency has made
payment (in whole or in part) that are in the
possession or under the control of the Contractor or
its agents or subcontractors in whatever stage of
development and form of recordation such property is
expressed or embodied at that time.
2.5.7 Termination for Cause by the Contractor.
The Contractor may only terminate this Contract for
the breach by the Agency of any material term of this
Contract, if such breach is not cured within sixty (60)
days of the Agency’s receipt of the Contractor’s
written notice of breach.
2.6 Reserved. (Change Order Procedure)
2.7 Indemnification. 2.7.1 By the Contractor. The Contractor agrees to
indemnify and hold harmless the State and its
officers, appointed and elected officials, board and
commission members, employees, volunteers, and
agents (collectively the “Indemnified Parties”), from
any and all costs, expenses, losses, claims, damages,
liabilities, settlements, and judgments (including,
without limitation, the reasonable value of the time
spent by the Attorney General’s Office,) and the
costs, expenses, and attorneys’ fees of other counsel
retained by the Indemnified Parties directly or
indirectly related to, resulting from, or arising out of
this Contract, including but not limited to any claims
related to, resulting from, or arising out of:
2.7.1.1 Any breach of this Contract;
2.7.1.2 Any negligent, intentional, or wrongful act or
omission of the Contractor or any agent or
subcontractor utilized or employed by the Contractor;
2.7.1.3 The Contractor’s performance or attempted
performance of this Contract, including any agent or
subcontractor utilized or employed by the Contractor;
2.7.1.4 Any failure by the Contractor to make all
reports, payments, and withholdings required by
federal and state law with respect to social security,
employee income and other taxes, fees, or costs
required by the Contractor to conduct business in the
State of Iowa;
2.7.1.5 Any claim of misappropriation of a trade
secret or infringement or violation of any intellectual
property rights, proprietary rights, or personal rights
of any third party, including any claim that any
Deliverable or any use thereof (or the exercise of any
rights with respect thereto) infringes, violates, or
misappropriates any patent, copyright, trade secret,
trademark, trade dress, mask work, utility design, or
other intellectual property right or proprietary right of
any third party.
2.8 Insurance. 2.8.1 Insurance Requirements. At the Contractor's
expense, the Contractor and any subcontractor shall
maintain insurance in full force and effect covering
its work during the entire term of this Contract,
which includes any extensions or renewals thereof.
Insurance shall be provided through companies
licensed by the State of Iowa, through statutorily
authorized self-insurance programs, through local
government risk pools, or through any combination
of these. The Contractor’s insurance shall, among
other things, be occurrence based and shall insure
against any loss or damage resulting from or related
to the Contractor’s performance of this Contract
regardless of the date the claim is filed or expiration
of the policy. The State of Iowa and the Agency
shall be named as additional insureds or loss payees,
or the Contractor shall obtain an endorsement to the
same effect, as applicable.
2.8.1.2. Name the State of Iowa and the Agency as
additional insureds or loss payees on the policies for
all coverages required by this Contract, with the
exception of Workers’ Compensation, or the
Contractor shall obtain an endorsement to the same
effect; and
2.8.1.3 Provide a waiver of any subrogation rights
that any of its insurance carriers might have against
the State on the policies for all coverages required by
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this Contract, with the exception of Workers’
Compensation.
The requirements set forth in this section shall be
indicated on the certificates of insurance coverage
supplied to the Agency.
2.8.2 Types and Amounts of Insurance Required. Unless otherwise requested by the Agency in writing,
the Contractor shall cause to be issued insurance
coverages insuring the Contractor and/or
subcontractors against all general liabilities, product
liability, personal injury, property damage, and
(where applicable) professional liability in the
amount specified in the Special Terms for each
occurrence. In addition, the Contractor shall ensure it
has any necessary workers’ compensation and
employer liability insurance as required by Iowa law.
2.8.3 Certificates of Coverage. The Contractor shall
submit certificates of the insurance, which indicate
coverage and notice provisions as required by this
Contract, to the Agency upon execution of this
Contract. The Contractor shall maintain all insurance
policies required by this Contract in full force and
effect during the entire term of this Contract, which
includes any extensions or renewals thereof, and shall
not permit such policies to be canceled or amended
except with the advance written approval of the
Agency. The insurer shall state in the certificate that
no cancellation of the insurance will be made without
at least a thirty (30) day prior written notice to the
Agency. The certificates shall be subject to approval
by the Agency. Approval of the insurance
certificates by the Agency shall not relieve the
Contractor of any obligation under this Contract.
2.9 Ownership and Security of Agency
Information.
2.9.1 Ownership and Disposition of Agency
Information. Any information either supplied by the
Agency to the Contractor, or collected by the
Contractor on the Agency’s behalf in the course of
the performance of this Contract, shall be considered
the property of the Agency (“Agency Information”).
The Contractor will not use the Agency Information
for any purpose other than providing services under
the Contract, nor will any part of the information and
records be disclosed, sold, assigned, leased, or
otherwise provided to third parties or commercially
exploited by or on behalf of the Contractor. The
Agency shall own all Agency Information that may
reside within the Contractor’s hosting environment
and/or equipment/media.
2.9.2 Foreign Hosting and Storage Prohibited. Agency Information shall be hosted and/or stored
within the continental United States only.
2.9.3 Access to Agency Information that is
Confidential Information. The Contractor’s
employees, agents, and subcontractors may have
access to Agency Information that is Confidential
Information to the extent necessary to carry out
responsibilities under the Contract. Access to such
Confidential Information shall comply with both the
State’s and the Agency’s policies and procedures. In
all instances, access to Agency Information from
outside of the United States and its protectorates,
either by the Contractor, including a foreign office or
division of the Contractor or its affiliates or
associates, or any subcontractor, is prohibited.
2.9.4 No Use or Disclosure of Confidential
Information. Confidential Information collected,
maintained, or used in the course of performance of
the Contract shall only be used or disclosed by the
Contractor as expressly authorized by law and only
with the prior written consent of the Agency, either
during the period of the Contract or thereafter. The
Contractor shall immediately report to the Agency
any unauthorized use or disclosure of Confidential
Information. The Contractor may be held civilly or
criminally liable for improper use or disclosure of
Confidential Information.
2.9.5 Contractor Breach Notification Obligations. The Contractor agrees to comply with all applicable
laws that require the notification of individuals in the
event of unauthorized use or disclosure of
Confidential Information or other event(s) requiring
notification in accordance with applicable law. In the
event of a breach of the Contractor's security
obligations or other event requiring notification under
applicable law, the Contractor agrees to follow
Agency directives, which may include assuming
responsibility for informing all such individuals in
accordance with applicable laws, and to indemnify,
hold harmless, and defend the State of Iowa against
any claims, damages, or other harm related to such
breach.
2.9.6 Compliance of Contractor Personnel. The
Contractor and the Contractor’s personnel shall
comply with the Agency’s and the State’s security
and personnel policies, procedures, and rules,
including any procedure which the Agency’s
personnel, contractors, and consultants are normally
asked to follow. The Contractor agrees to cooperate
fully and to provide any assistance necessary to the
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Agency in the investigation of any security breaches
that may involve the Contractor or the Contractor’s
personnel. All services shall be performed in
accordance with State Information Technology
security standards and policies as well as Agency
security protocols and procedures. By way of
example only, see Iowa Code 8A.206,
http://secureonline.iowa.gov/links/index.html, and
https://ocio.iowa.gov/home/standards.
2.9.7 Subpoena. In the event that a subpoena or
other legal process is served upon the Contractor for
records containing Confidential Information, the
Contractor shall promptly notify the Agency and
cooperate with the Agency in any lawful effort to
protect the Confidential Information.
2.9.8 Return and/or Destruction of Information. Upon expiration or termination of the Contract for
any reason, the Contractor agrees to comply with all
Agency directives regarding the return or destruction
of all Agency Information and any derivative work.
Delivery of returned Agency Information must be
through a secured electronic transmission or by
parcel service that utilizes tracking numbers. Such
information must be provided in a format useable by
the Agency. Following the Agency’s verified receipt
of the Agency Information and any derivative work,
the Contractor agrees to physically and/or
electronically destroy or erase all residual Agency
Information regardless of format from the entire
Contractor’s technology resources and any other
storage media. This includes, but is not limited to, all
production copies, test copies, backup copies and /or
printed copies of information created on any other
servers or media and at all other Contractor sites.
Any permitted destruction of Agency Information
must occur in such a manner as to render the
information incapable of being reconstructed or
recovered. The Contractor will provide a record of
information destruction to the Agency for inspection
and records retention no later than thirty (30) days
after destruction.
2.9.9 Contractor’s Inability to Return and/or
Destroy Information. If for any reason the Agency
Information cannot be returned and/or destroyed
upon expiration or termination of the Contract, the
Contractor agrees to notify the Agency with an
explanation as to the conditions which make return
and/or destruction not possible or feasible. Upon
mutual agreement by both parties that the return
and/or destruction of the information is not possible
or feasible, the Contractor shall make the Agency
Information inaccessible. The Contractor shall not
use or disclose such retained Agency Information for
any purposes other than those expressly permitted by
the Agency. The Contractor shall provide to the
Agency a detailed description as to the procedures
and methods used to make the Agency Information
inaccessible no later than thirty (30) days after
making the information inaccessible. If the Agency
provides written permission for the Contractor to
retain the Agency Information in the Contractor’s
information systems, the Contractor will extend the
protections of this Contract to such information and
limit any further uses or disclosures of such
information.
2.9.10 Contractors that are Business Associates. If
the Contractor is the Agency’s Business Associate,
and there is a conflict between the Business
Associate Agreement and this Section 2.9, the
provisions in the Business Associate Agreement shall
control.
2.10 Intellectual Property.
2.10.1 Ownership and Assignment of Other
Deliverables. The Contractor agrees that the State
and the Agency shall become the sole and exclusive
owners of all Deliverables. The Contractor hereby
irrevocably assigns, transfers and conveys to the
State and the Agency all right, title and interest in and
to all Deliverables and all intellectual property rights
and proprietary rights arising out of, embodied in, or
related to such Deliverables, including copyrights,
patents, trademarks, trade secrets, trade dress, mask
work, utility design, derivative works, and all other
rights and interests therein or related thereto. The
Contractor represents and warrants that the State and
the Agency shall acquire good and clear title to all
Deliverables, free from any claims, liens, security
interests, encumbrances, intellectual property rights,
proprietary rights, or other rights or interests of the
Contractor or of any third party, including any
employee, agent, contractor, subcontractor,
subsidiary, or affiliate of the Contractor. The
Contractor (and Contractor’s employees, agents,
contractors, subcontractors, subsidiaries and
affiliates) shall not retain any property interests or
other rights in and to the Deliverables and shall not
use any Deliverables, in whole or in part, for any
purpose, without the prior written consent of the
Agency and the payment of such royalties or other
compensation as the Agency deems appropriate.
Unless otherwise requested by the Agency, upon
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completion or termination of this Contract, the
Contractor will immediately turn over to the Agency
all Deliverables not previously delivered to the
Agency, and no copies thereof shall be retained by
the Contractor or its employees, agents,
subcontractors, or affiliates, without the prior written
consent of the Agency.
2.10.2 Waiver. To the extent any of the Contractor’s
rights in any Deliverables are not subject to
assignment or transfer hereunder, including any
moral rights and any rights of attribution and of
integrity, the Contractor hereby irrevocably and
unconditionally waives all such rights and
enforcement thereof and agrees not to challenge the
State’s rights in and to the Deliverables.
2.10.3 Further Assurances. At the Agency’s
request, the Contractor will execute and deliver such
instruments and take such other action as may be
requested by the Agency to establish, perfect, or
protect the State’s rights in and to the Deliverables
and to carry out the assignments, transfers and
conveyances set forth in Section 2.10, Intellectual
Property.
2.10.4 Publications. Prior to completion of all
services required by this Contract, the Contractor
shall not publish in any format any final or interim
report, document, form, or other material developed
as a result of this Contract without the express written
consent of the Agency. Upon completion of all
services required by this Contract, the Contractor
may publish or use materials developed as a result of
this Contract, subject to confidentiality restrictions,
and only after the Agency has had an opportunity to
review and comment upon the publication. Any such
publication shall contain a statement that the work
was done pursuant to a contract with the Agency and
that it does not necessarily reflect the opinions,
findings, and conclusions of the Agency.
2.11 Warranties.
2.11.1 Construction of Warranties Expressed in
this Contract with Warranties Implied by Law.
Warranties made by the Contractor in this Contract,
whether: (1) this Contract specifically denominates
the Contractor's promise as a warranty; or (2) the
warranty is created by the Contractor's affirmation or
promise, by a description of the Deliverables to be
provided, or by provision of samples to the Agency,
shall not be construed as limiting or negating any
warranty provided by law, including without
limitation, warranties that arise through the course of
dealing or usage of trade. The warranties expressed
in this Contract are intended to modify the warranties
implied by law only to the extent that they expand the
warranties applicable to the Deliverables provided by
the Contractor. With the exception of Subsection
2.11.3, the provisions of this section apply during the
Warranty Period as defined in the Contract
Declarations and Execution Section.
2.11.2 Contractor represents and warrants that: 2.11.2.1 All Deliverables shall be wholly original
with and prepared solely by the Contractor; or it
owns, possesses, holds, and has received or secured
all rights, permits, permissions, licenses, and
authority necessary to provide the Deliverables to the
Agency hereunder and to assign, grant and convey
the rights, benefits, licenses, and other rights
assigned, granted, or conveyed to the Agency
hereunder or under any license agreement related
hereto without violating any rights of any third party;
2.11.2.2 The Contractor has not previously and will
not grant any rights in any Deliverables to any third
party that are inconsistent with the rights granted to
the Agency herein; and
2.11.2.3 The Agency shall peacefully and quietly
have, hold, possess, use, and enjoy the Deliverables
without suit, disruption, or interruption.
2.11.3 The Contractor represents and warrants
that: 2.11.3.1 The Deliverables (and all intellectual
property rights and proprietary rights arising out of,
embodied in, or related to such Deliverables); and
2.11.3.2 The Agency’s use of, and exercise of any
rights with respect to, the Deliverables (and all
intellectual property rights and proprietary rights
arising out of, embodied in, or related to such
Deliverables), do not and will not, under any
circumstances, misappropriate a trade secret or
infringe upon or violate any copyright, patent,
trademark, trade dress or other intellectual property
right, proprietary right or personal right of any third
party. The Contractor further represents and warrants
there is no pending or threatened claim, litigation, or
action that is based on a claim of infringement or
violation of an intellectual property right, proprietary
right or personal right or misappropriation of a trade
secret related to the Deliverables. The Contractor
shall inform the Agency in writing immediately upon
becoming aware of any actual, potential, or
threatened claim of or cause of action for
infringement or violation or an intellectual property
right, proprietary right, or personal right or
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misappropriation of a trade secret. If such a claim or
cause of action arises or is likely to arise, then the
Contractor shall, at the Agency’s request and at the
Contractor’s sole expense:
Procure for the Agency the right or license to
continue to use the Deliverable at issue;
Replace such Deliverable with a functionally
equivalent or superior Deliverable free of any such
infringement, violation, or misappropriation;
Modify or replace the affected portion of the
Deliverable with a functionally equivalent or superior
Deliverable free of any such infringement, violation,
or misappropriation; or
Accept the return of the Deliverable at issue and
refund to the Agency all fees, charges, and any other
amounts paid by the Agency with respect to such
Deliverable. In addition, the Contractor agrees to
indemnify, defend, protect, and hold harmless the
State and its officers, directors, employees, officials,
and agents as provided in the Indemnification Section
of this Contract, including for any breach of the
representations and warranties made by the
Contractor in this section.
The warranty provided in this Section 2.11.3 shall be
perpetual, shall not be subject to the contractual
Warranty Period, and shall survive termination of this
Contract. The foregoing remedies provided in this
subsection shall be in addition to and not exclusive of
other remedies available to the Agency and shall
survive termination of this Contract.
2.11.4 The Contractor represents and warrants
that the Deliverables shall:
2.11.4.1 Be free from material Deficiencies; and
2.11.4.2 Meet, conform to, and operate in accordance
with all Specifications and in accordance with this
Contract during the Warranty Period, as defined in
the Contract Declarations and Execution Section.
During the Warranty Period the Contractor shall, at
its expense, repair, correct or replace any Deliverable
that contains or experiences material Deficiencies or
fails to meet, conform to or operate in accordance
with Specifications within five (5) Business Days of
receiving notice of such Deficiencies or failures from
the Agency or within such other period as the Agency
specifies in the notice. In the event the Contractor is
unable to repair, correct, or replace such Deliverable
to the Agency’s satisfaction, the Contractor shall
refund the fees or other amounts paid for the
Deliverables and for any services related thereto.
The foregoing shall not constitute an exclusive
remedy under this Contract, and the Agency shall be
entitled to pursue any other available contractual,
legal, or equitable remedies. The Contractor shall be
available at all reasonable times to assist the Agency
with questions, problems, and concerns about the
Deliverables, to inform the Agency promptly of any
known Deficiencies in any Deliverables, repair and
correct any Deliverables not performing in
accordance with the warranties contained in this
Contract, notwithstanding that such Deliverables may
have been accepted by the Agency, and provide the
Agency with all necessary materials with respect to
such repaired or corrected Deliverable.
2.11.5 The Contractor represents, warrants and
covenants that all services to be performed under this
Contract shall be performed in a professional,
competent, diligent, and workmanlike manner by
knowledgeable, trained, and qualified personnel, all
in accordance with the terms and Specifications of
this Contract and the standards of performance
considered generally acceptable in the industry for
similar tasks and projects. In the absence of a
Specification for the performance of any portion of
this Contract, the parties agree that the applicable
Specification shall be the generally accepted industry
standard. So long as the Agency notifies the
Contractor of any services performed in violation of
this standard, the Contractor shall re-perform the
services at no cost to the Agency, such that the
services are rendered in the above-specified manner,
or if the Contractor is unable to perform the services
as warranted, the Contractor shall reimburse the
Agency any fees or compensation paid to the
Contractor for the unsatisfactory services.
2.11.6 The Contractor represents and warrants that
the Deliverables will comply with any applicable
federal, state, foreign and local laws, rules,
regulations, codes, and ordinances in effect during
the entire term of this Contract, which includes any
extensions or renewals thereof, including applicable
provisions of Section 508 of the Rehabilitation Act of
1973, as amended, and all standards and requirements
established by the Architectural and Transportation
Barriers Access Board and the Iowa Officer of the
Chief Information Officer.
2.11.7 Obligations Owed to Third Parties. The
Contractor represents and warrants that all
obligations owed to third parties with respect to the
activities contemplated to be undertaken by the
Contractor pursuant to this Contract are or will be
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Form Date 3/30/15
fully satisfied by the Contractor so that the Agency
will not have any obligations with respect thereto.
2.12 Acceptance of Deliverables.
2.12.1 Acceptance of Written Deliverables. For the
purposes of this section, written Deliverables means
documents including, but not limited to project plans,
planning documents, reports, or instructional
materials (“Written Deliverables”). Although the
Agency determines what Written Deliverables are
subject to formal Acceptance, this section generally
does not apply to routine progress or financial
reports. Absent more specific Acceptance Criteria in
the Special Terms, following delivery of any Written
Deliverable pursuant to the Contract, the Agency will
notify the Contractor whether or not the Deliverable
meets contractual specifications and requirements.
Written Deliverables shall not be considered accepted
by the Agency, nor does the Agency have an
obligation to pay for such Deliverables, unless and
until the Agency has notified the Contractor of the
Agency’s Final Acceptance of the Written
Deliverables. In all cases, any statements included in
such Written Deliverables that alter or conflict with
any contractual requirements shall in no way be
considered as changing the contractual requirements
unless and until the parties formally amend the
Contract.
2.12.2. Reserved. (Acceptance of Software
Deliverables)
2.12.3 Notice of Acceptance and Future
Deficiencies. The Contractor’s receipt of any notice
of Acceptance, including Final Acceptance, with
respect to any Deliverable shall not be construed as a
waiver of any of the Agency’s rights to enforce the
terms of this Contract or require performance in the
event the Contractor breaches this Contract or any
Deficiency is later discovered with respect to such
Deliverable.
2.13 Contract Administration.
2.13.1 Independent Contractor. The status of the
Contractor shall be that of an independent contractor.
The Contractor, its employees, agents, and any
subcontractors performing under this Contract are not
employees or agents of the State or any agency,
division, or department of the State simply by virtue
of work performed pursuant to this Contract. Neither
the Contractor nor its employees shall be considered
employees of the Agency or the State for federal or
state tax purposes simply by virtue of work
performed pursuant to this Contract. The Agency
will not withhold taxes on behalf of the Contractor
(unless required by law).
2.13.2 Incorporation of Documents. To the extent
this Contract arises out of a Solicitation, the parties
acknowledge that the Contract consists of these
contract terms and conditions as well as the
Solicitation and the Bid Proposal. The Solicitation
and the Bid Proposal are incorporated into the
Contract by reference. If the Contractor proposed
exceptions or modifications to the Sample Contract
attached to the Solicitation or to the Solicitation
itself, these proposed exceptions or modifications
shall not be incorporated into this Contract unless
expressly set forth herein. If there is a conflict
between the Contract, the Solicitation, and the Bid
Proposal, the conflict shall be resolved according to
the following priority, ranked in descending order:
(1) the Contract; (2) the Solicitation; (3) the Bid
Proposal.
2.13.3 Intent of References to Bid Documents. To
the extent this Contract arises out of a Solicitation,
the references to the parties' obligations, which are
contained in this Contract, are intended to
supplement or clarify the obligations as stated in the
Solicitation and the Bid Proposal. The failure of the
parties to make reference to the terms of the
Solicitation or the Bid Proposal in this Contract shall
not be construed as creating a conflict and will not
relieve the Contractor of the contractual obligations
imposed by the terms of the Solicitation and the
Contractor’s Bid Proposal. Terms offered in the Bid
Proposal, which exceed the requirements of the
Solicitation, shall not be construed as creating an
inconsistency or conflict with the Solicitation or the
Contract. The contractual obligations of the Agency
are expressly stated in this document. The Bid
Proposal does not create any express or implied
obligations of the Agency.
2.13.4 Compliance with the Law. The Contractor,
its employees, agents, and subcontractors shall
comply at all times with all applicable federal, state,
and local laws, rules, ordinances, regulations, orders,
guidance, and policies in place at Contract execution
as well as any and all future amendments, changes,
and additions to such laws (the “Applicable Law”) as
of the effective date of such change. All such
Applicable Law is incorporated into this Contract as
of the effective date of the Applicable Law. The
Contractor and Agency expressly reject any
proposition that future changes to Applicable Law are
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inapplicable to this Contract and the Contractor’s
provision of Deliverables and/or performance in
accordance with this Contract. When providing
Deliverables pursuant to this Contract the Contractor,
its employees, agents, and subcontractors shall
comply with all Applicable Law.
Applicable Law includes, without limitation,
all laws that pertain to the prevention of
discrimination in employment and in the provision of
services. For employment, this would include equal
employment opportunity and affirmative action, and
the use of targeted small businesses as subcontractors
or suppliers. The Contractor may be required to
provide a copy of its affirmative action plan,
containing goals and time specifications, and non-
discrimination and accessibility plans and policies
regarding services to clients. Failure to comply with
this provision may cause this Contract to be
cancelled, terminated, or suspended in whole or in
part and the Contractor may be declared ineligible for
future state contracts or be subject to other sanctions
as provided by law or rule. The Contractor, its
employees, agents, and subcontractors shall also
comply with all federal, state, and local laws
regarding business permits and licenses that may be
required to carry out the work performed under this
Contract. The Contractor may be required to submit
its affirmative action plan to the Iowa Department of
Management to comply with the requirements of 541
Iowa Administrative Code chapter 4. If all or a
portion of the funding used to pay for the
Deliverables is being provided through a grant from
the Federal Government, the Contractor
acknowledges and agrees that pursuant to applicable
federal laws, regulations, circulars, and bulletins, the
awarding agency of the Federal Government reserves
certain rights including, without limitation, a royalty-
free, non-exclusive and irrevocable license to
reproduce, publish or otherwise use, and to authorize
others to use, for Federal Government purposes, the
Deliverables developed under this Contract and the
copyright in and to such Deliverables.
2.13.5 Procurement. The Contractor shall use
procurement procedures that comply with all
applicable federal, state, and local laws and
regulations.
2.13.6 Non-Exclusive Rights. This Contract is not
exclusive. The Agency reserves the right to select
other contractors to provide Deliverables similar or
identical to those described in the Scope of Work
during the entire term of this Contract, which
includes any extensions or renewals thereof.
2.13.7 Amendments. This Contract may only be
amended by mutual written consent of the parties,
with the exception of (1) the Contract end date,
which may be extended under the Agency’s sole
discretion, and (2) the Business Associate
Agreement, which may be modified or replaced on
notice pursuant to Section 1.5, Business Associate
Agreement. Amendments shall be executed on a
form approved by the Agency that expressly states
the intent of the parties to amend this Contract. This
Contract shall not be amended in any way by use of
terms and conditions in an Invoice or other ancillary
transactional document. To the extent that language
in a transactional document conflicts with the terms
of this Contract, the terms of this Contract shall
control.
2.13.8 No Third Party Beneficiaries. There are no
third party beneficiaries to this Contract. This
Contract is intended only to benefit the State and the
Contractor.
2.13.9 Use of Third Parties. The Agency
acknowledges that the Contractor may contract with
third parties for the performance of any of the
Contractor’s obligations under this Contract. The
Contractor shall notify the Agency in writing of all
subcontracts relating to Deliverables to be provided
under this Contract prior to the time the
subcontract(s) become effective. The Agency
reserves the right to review and approve all
subcontracts. The Contractor may enter into these
contracts to complete the project provided that the
Contractor remains responsible for all Deliverables
provided under this Contract. All restrictions,
obligations, and responsibilities of the Contractor
under this Contract shall also apply to the
subcontractors and the Contractor shall include in all
of its subcontracts a clause that so states. The
Agency shall have the right to request the removal of
a subcontractor from the Contract for good cause.
2.13.10 Choice of Law and Forum. The laws of the
State of Iowa shall govern and determine all matters
arising out of or in connection with this Contract
without regard to the conflict of law provisions of
Iowa law. Any and all litigation commenced in
connection with this Contract shall be brought and
maintained solely in Polk County District Court for
the State of Iowa, Des Moines, Iowa, or in the United
States District Court for the Southern District of
Iowa, Central Division, Des Moines, Iowa, wherever
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jurisdiction is appropriate. This provision shall not
be construed as waiving any immunity to suit or
liability including without limitation sovereign
immunity in State or Federal court, which may be
available to the Agency or the State of Iowa.
2.13.11 Assignment and Delegation. The
Contractor may not assign, transfer, or convey in
whole or in part this Contract without the prior
written consent of the Agency. For the purpose of
construing this clause, a transfer of a controlling
interest in the Contractor shall be considered an
assignment. The Contractor may not delegate any of
its obligations or duties under this Contract without
the prior written consent of the Agency. The
Contractor may not assign, pledge as collateral, grant
a security interest in, create a lien against, or
otherwise encumber any payments that may or will
be made to the Contractor under this Contract.
2.13.12 Integration. This Contract represents the
entire Contract between the parties. The parties shall
not rely on any representation that may have been
made which is not included in this Contract.
2.13.13 No Drafter. No party to this Contract shall
be considered the drafter of this Contract for the
purpose of any statute, case law, or rule of
construction that would or might cause any provision
to be construed against the drafter.
2.13.14 Headings or Captions. The paragraph
headings or captions used in this Contract are for
identification purposes only and do not limit or
construe the contents of the paragraphs.
2.13.15 Not a Joint Venture. Nothing in this
Contract shall be construed as creating or constituting
the relationship of a partnership, joint venture, (or
other association of any kind or agent and principal
relationship) between the parties hereto. No party,
unless otherwise specifically provided for herein, has
the authority to enter into any contract or create an
obligation or liability on behalf of, in the name of, or
binding upon another party to this Contract.
2.13.16 Joint and Several Liability. If the
Contractor is a joint entity, consisting of more than
one individual, partnership, corporation, or other
business organization, all such entities shall be jointly
and severally liable for carrying out the activities and
obligations of this Contract, for any default of
activities and obligations, and for any fiscal
liabilities.
2.13.17 Supersedes Former Contracts or
Agreements. This Contract supersedes all prior
contracts or agreements between the Agency and the
Contractor for the Deliverables to be provided in
connection with this Contract.
2.13.18 Waiver. Except as specifically provided for
in a waiver signed by duly authorized representatives
of the Agency and the Contractor, failure by either
party at any time to require performance by the other
party or to claim a breach of any provision of the
Contract shall not be construed as affecting any
subsequent right to require performance or to claim a
breach.
2.13.19 Notice. With the exception of the Business
Associate Agreement, as set forth in Section 1.5,
Business Associate Agreement, any notices required
by the Contract shall be given in writing by registered
or certified mail, return receipt requested, by
receipted hand delivery, by Federal Express, courier
or other similar and reliable carrier which shall be
addressed to each party’s Contract Manager as set
forth in the Contract Declarations and Execution
Section. From time to time, the parties may change
the name and address of a party designated to receive
notice. Such change of the designated person shall
be in writing to the other party.
Each such notice shall be deemed to have been
provided:
At the time it is actually received in the case of
hand delivery;
Within one (1) day in the case of overnight
delivery, courier or services such as Federal Express
with guaranteed next-day delivery; or
Within five (5) days after it is deposited in the U.S.
Mail.
2.13.20 Cumulative Rights. The various rights,
powers, options, elections, and remedies of any party
provided in this Contract, shall be construed as
cumulative and not one of them is exclusive of the
others or exclusive of any rights, remedies or
priorities allowed either party by law, and shall in no
way affect or impair the right of any party to pursue
any other equitable or legal remedy to which any
party may be entitled.
2.13.21 Severability. If any provision of this
Contract is determined by a court of competent
jurisdiction to be invalid or unenforceable, such
determination shall not affect the validity or
enforceability of any other part or provision of this
Contract.
2.13.22 Time is of the Essence. Time is of the
essence with respect to the Contractor’s performance
of the terms of this Contract. The Contractor shall
ensure that all personnel providing Deliverables to
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the Agency are responsive to the Agency’s
requirements and requests in all respects.
2.13.23 Authorization. The Contractor represents
and warrants that:
2.13.23.1 It has the right, power, and authority to
enter into and perform its obligations under this
Contract.
2.13.23.2 It has taken all requisite action (corporate,
statutory, or otherwise) to approve execution,
delivery, and performance of this Contract and this
Contract constitutes a legal, valid, and binding
obligation upon itself in accordance with its terms.
2.13.24 Successors in Interest. All the terms,
provisions, and conditions of the Contract shall be
binding upon and inure to the benefit of the parties
hereto and their respective successors, assigns, and
legal representatives.
2.13.25 Records Retention and Access.
2.13.25.1 Financial Records. The Contractor shall
maintain accurate, current, and complete records of
the financial activity of this Contract which
sufficiently and properly document and calculate all
charges billed to the Agency during the entire term of
this Contract, which includes any extensions or
renewals thereof, and for a period of at least seven (7)
years following the date of final payment or
completion of any required audit (whichever is later).
If any litigation, claim, negotiation, audit, or other
action involving the records has been started before
the expiration of the seven (7) year period, the
records must be retained until completion of the
action and resolution of all issues which arise from it,
or until the end of the regular seven (7) year period,
whichever is later. The Contractor shall permit the
Agency, the Auditor of the State of Iowa or any other
authorized representative of the State and where
federal funds are involved, the Comptroller General
of the United States or any other authorized
representative of the United States government, to
access and examine, audit, excerpt and transcribe any
directly pertinent books, documents, papers,
electronic or optically stored and created records, or
other records of the Contractor relating to orders,
Invoices or payments, or any other Documentation or
materials pertaining to this Contract, wherever such
records may be located. The Contractor shall not
impose a charge for audit or examination of the
Contractor’s books and records. Based on the audit
findings, the Agency reserves the right to address the
Contractor’s board or other managing entity
regarding performance and expenditures. When state
or federal law or the terms of this Contract require
compliance with OMB Circular A-87, A-110, or
other similar provision addressing proper use of
government funds, the Contractor shall comply with
these additional records retention and access
requirements:
2.13.25.1.1 Records of financial activity shall include
records that adequately identify the source and
application of funds. When the terms of this Contract
require matching funds, cash contributions made by
the Contractor and third-party in-kind (property or
service) contributions, these funds must be verifiable
from the Contractor’s records. These records must
contain information pertaining to contract amount,
obligations, unobligated balances, assets, liabilities,
expenditures, income, and third-party
reimbursements.
2.13.25.1.2 The Contractor shall maintain accounting
records supported by source documentation that may
include but are not limited to cancelled checks, paid
bills, payroll, time and attendance records, and
contract award documents.
2.13.25.1.3 The Contractor, in maintaining project
expenditure accounts, records and reports, shall make
any necessary adjustments to reflect refunds, credits,
underpayments or overpayments, as well as any
adjustments resulting from administrative or
compliance reviews and audits. Such adjustments
shall be set forth in the financial reports filed with the
Agency.
2.13.25.1.4 The Contractor shall maintain a sufficient
record keeping system to provide the necessary data
for the purposes of planning, monitoring, and
evaluating its program.
2.13.25.2 The Contractor shall retain all non-medical
and medical client records for a period of seven (7)
years from the last date of service for each patient; or
in the case of a minor patient or client, for a period
consistent with that established by Iowa Code §
614.1(9).
2.13.26 Audits. Local governments and non-profit
subrecipient entities that expend $500,000 or more in
a year in federal awards (from all sources) shall have
a single audit conducted for that year in accordance
with the provisions of OMB Circular A-133 “Audit
of States, Local Governments, and Non-Profit
Organizations.” A copy of the final audit report shall
be submitted to the Agency if either the schedule of
findings and questioned costs or the summary
schedule of prior audit findings includes any audit
findings related to federal awards provided by the
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Agency. If an audit report is not required to be
submitted per the criteria above, the subrecipient
must provide written notification to the Agency that
the audit was conducted in accordance with
Government Auditing Standards and that neither the
schedule of findings and questioned costs nor the
summary schedule of prior audit findings includes
any audit findings related to federal awards provided
by the Agency. See A-133 Section 21 for a
discussion of subrecipient versus vendor
relationships. The Contractor shall provide the
Agency with a copy of any written audit findings or
reports, whether in draft or final form, within two (2)
Business Days following receipt by the Contractor.
The requirements of this paragraph shall apply to the
Contractor as well as any subcontractors.
2.13.27 Reimbursement of Audit Costs. If the
Auditor of the State of Iowa notifies the Agency of
an issue or finding involving the Contractor’s
noncompliance with laws, rules, regulations, and/or
contractual agreements governing the funds
distributed under this Contract, the Contractor shall
bear the cost of the Auditor’s review and any
subsequent assistance provided by the Auditor to
determine compliance. The Contractor shall
reimburse the Agency for any costs the Agency pays
to the Auditor for such review or audit.
2.13.28 Staff Qualifications and Background
Checks. The Contractor shall be responsible for
assuring that all persons, whether they are employees,
agents, subcontractors, or anyone acting for or on
behalf of the Contractor, are properly licensed,
certified, or accredited as required under applicable
state law and the Iowa Administrative Code. The
Contractor shall provide standards for service
providers who are not otherwise licensed, certified, or
accredited under state law or the Iowa Administrative
Code.
The Agency reserves the right to conduct and/or
request the disclosure of criminal history and other
background investigation of the Contractor, its
officers, directors, shareholders, and the Contractor’s
staff, agents, or subcontractors retained by the
Contractor for the performance of Contract services.
2.13.29 Solicitation. The Contractor represents and
warrants that no person or selling agency has been
employed or retained to solicit and secure this
Contract upon an agreement or understanding for
commission, percentage, brokerage, or contingency
excepting bona fide employees or selling agents
maintained for the purpose of securing business.
2.13.30 Obligations Beyond Contract Term. All
obligations of the Agency and the Contractor
incurred or existing under this Contract as of the date
of expiration or termination will survive the
expiration or termination of this Contract. Contract
sections that survive include, but are not necessarily
limited to, the following: (1) Section 2.4.2,
Erroneous Payments and Credits; (2) Section 2.5.5,
Limitation of the State’s Payment Obligations; (3)
Section 2.5.6, Contractor’s Contract Close-Out
Duties; (4) Section 2.7, Indemnification, and all
subparts thereof; (5) Section 2.9, Ownership and
Security of Agency Information, and all subparts
thereof; (6) Section 2.10, Intellectual Property, and
all subparts thereof; (7) Section 2.13.10, Choice of
Law and Forum; (8) Section 2.13.16, Joint and
Several Liability; (9) Section 2.13.20, Cumulative
Rights; (10) Section 2.13.24 Successors In Interest;
(11) Section 2.13.25, Records Retention and Access,
and all subparts thereof; (12) Section 2.13.26, Audits;
(13) Section 2.13.27, Reimbursement of Audit Costs;
(14) Section 2.13.35, Repayment Obligation; and (15)
Section 2.13.39, Use of Name or Intellectual
Property.
2.13.31 Counterparts. The parties agree that this
Contract has been or may be executed in several
counterparts, each of which shall be deemed an
original and all such counterparts shall together
constitute one and the same instrument.
2.13.32 Delays or Potential Delays of Performance. Whenever the Contractor encounters any difficulty
which is delaying or threatens to delay the timely
performance of this Contract, including but not
limited to potential labor disputes, the Contractor
shall immediately give notice thereof in writing to the
Agency with all relevant information with respect
thereto. Such notice shall not in any way constitute a
basis for an extension of the delivery schedule or be
construed as a waiver by the Agency or the State of
any rights or remedies to which either is entitled by
law or pursuant to provisions of this Contract.
Failure to give such notice, however, may be grounds
for denial of any request for an extension of the
delivery schedule because of such delay.
Furthermore, the Contractor will not be excused from
failure to perform that is due to a Force Majeure
unless and until the Contractor provides notice
pursuant to this provision.
2.13.33 Delays or Impossibility of Performance
Based on a Force Majeure. Neither party shall be
in default under the Contract if performance is
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prevented, delayed, or made impossible to the extent
that such prevention, delay, or impossibility is caused
by a Force Majeure. If a delay results from a
subcontractor’s conduct, negligence or failure to
perform, the Contractor shall not be excused from
compliance with the terms and obligations of the
Contract unless the subcontractor or supplier is
prevented from timely performance by a Force
Majeure as defined in this Contract.
If a Force Majeure delays or prevents the
Contractor’s performance, the Contractor shall
immediately use its best efforts to directly provide
alternate, and to the extent possible, comparable
performance. Comparability of performance and the
possibility of comparable performance shall be
determined solely by the Agency.
The party seeking to exercise this provision
and not perform or delay performance pursuant to a
Force Majeure shall immediately notify the other
party of the occurrence and reason for the delay. The
parties shall make every effort to minimize the time
of nonperformance and the scope of work not being
performed due to the unforeseen events. Dates by
which performance obligations are scheduled to be
met will be extended only for a period of time equal
to the time lost due to any delay so caused.
2.13.34 Right to Address the Board of Directors or
Other Managing Entity. The Agency reserves the
right to address the Contractor’s board of directors or
other managing entity of the Contractor regarding
performance, expenditures, and any other issue the
Agency deems appropriate.
2.13.35 Repayment Obligation. In the event that
any State and/or federal funds are deferred and/or
disallowed as a result of any audits or expended in
violation of the laws applicable to the expenditure of
such funds, the Contractor shall be liable to the
Agency for the full amount of any claim disallowed
and for all related penalties incurred. The
requirements of this paragraph shall apply to the
Contractor as well as any subcontractors.
2.13.36 Reporting Requirements. If this Contract
permits other State agencies and political
subdivisions to make purchases off of the Contract,
the Contractor shall keep a record of the purchases
made pursuant to the Contract and shall submit a
report to the Agency on a quarterly basis. The report
shall identify all of the State agencies and political
subdivisions making purchases off of this Contract
and the quantities purchased pursuant to the Contract
during the reporting period.
2.13.37 Immunity from Liability. Every person
who is a party to the Contract is hereby notified and
agrees that the State, the Agency, and all of their
employees, agents, successors, and assigns are
immune from liability and suit for or from the
Contractor’s and/or subcontractors’ activities
involving third parties and arising from the Contract.
2.13.38 Public Records. The laws of the State
require procurement and contract records to be made
public unless otherwise provided by law.
2.13.39 Use of Name or Intellectual Property. The
Contractor agrees it will not use the Agency and/or
State’s name or any of their intellectual property,
including but not limited to, any State, state agency,
board or commission trademarks or logos in any
manner, including commercial advertising or as a
business reference, without the expressed prior
written consent of the Agency and/or the State.
2.13.40 Taxes. The State is exempt from Federal
excise taxes, and no payment will be made for any
taxes levied on the Contractor’s employees’ wages.
The State is exempt from State and local sales and
use taxes on the Deliverables.
2.13.41 No Minimums Guaranteed. The Contract
does not guarantee any minimum level of purchases
or any minimum amount of compensation.
2.14 Contract Certifications. The Contractor will
fully comply with obligations herein. If any
conditions within these certifications change, the
Contractor will provide written notice to the Agency
within twenty-four (24) hours from the date of
discovery. 2.14.1 Certification of Compliance with Pro-
Children Act of 1994. The Contractor must comply
with Public Law 103-227, Part C Environmental
Tobacco Smoke, also known as the Pro-Children Act
of 1994 (Act). This Act requires that smoking not be
permitted in any portion of any indoor facility owned
or leased or contracted by an entity and used
routinely or regularly for the provision of health, day
care, education, or library services to children under
the age of 18, if the Deliverables are funded by
federal programs either directly or through State or
local governments. Federal programs include grants,
cooperative agreements, loans or loan guarantees,
and contracts. The law also applies to children’s
services that are provided in indoor facilities that are
constructed, operated, or maintained with such
federal funds. The law does not apply to children’s
services provided in private residences; portions of
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Form Date 3/30/15
facilities used for inpatient drug or alcohol treatment;
service providers whose sole source of applicable
federal funds is Medicare or Medicaid; or facilities
(other than clinics) where Women, Infants, and
Children (WIC) coupons are redeemed.
The Contractor further agrees that the above
language will be included in any subawards that
contain provisions for children’s services and that all
subgrantees shall certify compliance accordingly.
Failure to comply with the provisions of this law may
result in the imposition of a civil monetary penalty of
up to $1,000.00 per day.
2.14.2 Certification Regarding Debarment,
Suspension, Ineligibility and Voluntary
Exclusion—Lower Tier Covered Transactions
By signing this Contract, the Contractor is providing
the certification set out below:
2.14.2.1 The certification in this clause is a material
representation of fact upon which reliance was placed
when this transaction was entered into. If it is later
determined that the Contractor knowingly rendered
an erroneous certification, in addition to other
remedies available to the federal government, the
Agency or agency with which this transaction
originated may pursue available remedies, including
suspension and/or debarment.
2.14.2.2 The Contractor shall provide immediate
written notice to the Agency if at any time the
Contractor learns that its certification was erroneous
when submitted or had become erroneous by reason
of changed circumstances.
2.14.2.3 The terms covered transaction, debarred,
suspended, ineligible, lower tier covered transaction,
participant, person, primary covered transaction,
principle, proposal, and voluntarily excluded, as used
in this clause, have the meaning set out in the
Definitions and Coverage sections of rules
implementing Executive Order 12549. Contact the
Agency for assistance in obtaining a copy of those
regulations.
2.14.2.4 The Contractor agrees by signing this
Contract that, should the proposed covered
transaction be entered into, it shall not knowingly
enter into any lower tier covered transaction with a
person who is proposed for debarment under 48 CFR
part 9, subpart 9.4, debarred, suspended, declared
ineligible, or voluntarily excluded from participation
in this covered transaction, unless authorized by the
Agency or agency with which this transaction
originated.
2.14.2.5 The Contractor further agrees by signing this
Contract that it will include this clause titled
“Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion—Lower Tier
Covered Transaction,” without modification, in all
lower tier covered transactions and in all solicitations
for lower tier covered transactions.
2.14.2.6 A participant in a covered transaction may
rely upon a certification of a prospective participant
in a lower tier covered transaction that it is not
proposed for debarment under 48 CFR part 9, subpart
9.4, debarred, suspended, ineligible, or voluntarily
excluded from covered transactions, unless it knows
that the certification is erroneous. A participant may
decide the method and frequency by which it
determines the eligibility of its principals. A
participant may, but is not required to, check the List
of Parties Excluded from Federal Procurement and
Nonprocurement Programs.
2.14.2.7 Nothing contained in the foregoing shall be
construed to require establishment of a system of
records in order to render in good faith the
certification required by this clause. The knowledge
and information of a participant is not required to
exceed that which is normally possessed by a prudent
person in the ordinary course of business dealings.
2.14.2.8 Except for transactions authorized under
Section 2.14.2.4 of these instructions, if a participant
in a covered transaction knowingly enters into a
lower tier covered transaction with a person who is
proposed for debarment under 48 CFR part 9, subpart
9.4, suspended, debarred, ineligible, or voluntarily
excluded from participation in this transaction, in
addition to other remedies available to the federal
government, the Agency or agency with which this
transaction originated may pursue available remedies,
including suspension and/or debarment.
2.14.2.9 The Contractor certifies, by signing this
Contract, that neither it nor its principals is presently
debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from
participation in this transaction by any federal
department or agency.
Where the Contractor is unable to certify to
any of the statements in this certification, such
Contractor shall attach an explanation to this
Contract.
2.14.3 Certification Regarding Lobbying. The
Contractor certifies, to the best of his or her
knowledge and belief, that:
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2.14.3.1 No federal appropriated funds have been
paid or will be paid on behalf of the sub-grantee to
any person for influencing or attempting to influence
an officer or employee of any federal agency, a
Member of the Congress, an officer or employee of
the Congress, or an employee of a Member of
Congress in connection with the awarding of any
federal contract, the making of any federal grant, the
making of any federal loan, the entering into of any
cooperative agreement, or the extension,
continuation, renewal, amendment, or modification
of any federal contract, grant loan, or cooperative
agreement.
2.14.3.2 If any funds other than federal appropriated
funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or
employee of any federal agency, a Member of the
Congress, or an employee of a Member of Congress
in connection with this Contract, grant, loan, or
cooperative agreement, the applicant shall complete
and submit Standard Form-LLL, “Disclosure Form to
Report Lobbying,” in accordance with its
instructions.
2.14.3.3 The Contractor shall require that the
language of this certification be included in the award
documents for all subawards at all tiers (including
subcontracts, subgrants, and contracts under grants,
loans and cooperative agreements) and that all
subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact
upon which reliance was placed when this transaction
was made or entered into. Submission of this
certification is a prerequisite for making or entering
into this transaction imposed by Section 1352, Title
31, U.S.C.A. Any person who fails to file the
required certification shall be subject to a civil
penalty of not less than $10,000.00 and not more than
$100,000.00 for each such failure.
2.14.4 Certification Regarding Drug Free
Workplace
2.14.4.1 Requirements for Contractors Who are
Not Individuals. If the Contractor is not an
individual, the Contractor agrees to provide a drug-
free workplace by:
2.14.4.1.1 Publishing a statement notifying
employees that the unlawful manufacture,
distribution, dispensation, possession, or use of a
controlled substance is prohibited in the Contractor’s
workplace and specifying the actions that will be
taken against employees for violations of such
prohibition;
2.14.4.1.2 Establishing a drug-free awareness
program to inform employees about:
The dangers of drug abuse in the workplace;
The Contractor’s policy of maintaining a drug- free
workplace;
Any available drug counseling, rehabilitation, and
employee assistance programs; and
The penalties that may be imposed upon employees
for drug abuse violations;
2.14.4.1.3 Making it a requirement that each
employee to be engaged in the performance of such
contract be given a copy of the statement required by
Subsection 2.14.4.1.1;
2.14.4.1.4 Notifying the employee in the statement
required by Subsection 2.14.4.1.1 that as a condition
of employment on such contract, the employee will:
Abide by the terms of the statement; and
Notify the employer of any criminal drug statute
conviction for a violation occurring in the workplace
no later than five (5) days after such conviction;
2.14.4.1.5 Notifying the contracting agency within
ten (10) days after receiving notice under the second
unnumbered bullet of Subsection 2.14.4.1.4 from an
employee or otherwise receiving actual notice of such
conviction;
2.14.4.1.6 Imposing a sanction on, or requiring the
satisfactory participation in a drug abuse assistance or
rehabilitation program by, any employee who is so
convicted, as required by 41 U.S.C. § 703; and
2.14.4.1.7 Making a good faith effort to continue to
maintain a drug-free workplace through
implementation of this section.
2.14.4.2 Requirement for Individuals. If the
Contractor is an individual, by signing the Contract,
the Contractor agrees not to engage in the unlawful
manufacture, distribution, dispensation, possession,
or use of a controlled substance in the performance of
the Contract.
2.14.4.3 Notification Requirement. The Contractor
shall, within thirty (30) days after receiving notice
from an employee of a conviction pursuant to 41
U.S.C. § 701(a)(1)(D)(ii) or 41 U.S.C. §
702(a)(1)(D)(ii):
2.14.4.3.1 Take appropriate personnel action against
such employee up to and including termination; or
2.14.4.3.2 Require such employee to satisfactorily
participate in a drug abuse assistance or rehabilitation
program approved for such purposes by a Federal,
State, or local health, law enforcement, or other
appropriate agency.
BA-15-476.1-26
Page 25 of 26
Form Date 3/30/15
2.14.5 Conflict of Interest. The Contractor
represents, warrants, and covenants that no
relationship exists or will exist during the Contract
period between the Contractor and the Agency that is
a conflict of interest. No employee, officer, or agent
of the Contractor or subcontractor shall participate in
the selection or in the award or administration of a
subcontract if a conflict of interest, real or apparent,
exists. The provisions of Iowa Code chapter 68B
shall apply to this Contract. If a conflict of interest is
proven to the Agency, the Agency may terminate this
Contract, and the Contractor shall be liable for any
excess costs to the Agency as a result of the conflict
of interest. The Contractor shall establish safeguards
to prevent employees, consultants, or members of
governing bodies from using their positions for
purposes that are, or give the appearance of being,
motivated by the desire for private gain for
themselves or others with whom they have family,
business, or other ties. The Contractor shall report
any potential, real, or apparent conflict of interest to
the Agency.
2.14.6 Certification Regarding Sales and Use Tax.
By executing this Contract, the Contractor certifies it
is either (1) registered with the Iowa Department of
Revenue, collects, and remits Iowa sales and use
taxes as required by Iowa Code chapter 423; or (2)
not a “retailer” or a “retailer maintaining a place of
business in this state” as those terms are defined in
Iowa Code § 423.1(42) and (43). The Contractor also
acknowledges that the Agency may declare the
Contract void if the above certification is false. The
Contractor also understands that fraudulent
certification may result in the Agency or its
representative filing for damages for breach of
contract.
2.14.7 Reserved. (Certification Regarding Iowa
Code Chapter 8F).
BA-15-476.1-26
DCAT4-16-009
Page 26 of 26
Form Date 1/23/15
SECTION 3: SPECIAL CONTRACT ATTACHMENTS
The Special Contract Attachments in this section are a part of the Contract.
N/A
BA-15-476.1-26
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-477 Agreement – Cedar Rapids Community School District and Academy for Scholastic and
Personal Success (Paul Hayes) Exhibit: BA-15-477.1-3 Action Item Pertinent Fact(s):
The purpose of the Agreement is to provide a six-week summer program with follow up throughout the year for African American students to enhance self-concept and increase academic achievement.
Recommendation: It is recommended that the Board of Education approve the on-going Agreement between the Cedar
Rapids Community School District and the Academy for Scholastic and Personal Success.
AGREEMENT BETWEEN THE CEDAR RAPIDS COMMUNITY SCHOOL
DISTRICT AND The Academy for Scholastic and Personal Success (The Academy)
FOR Funding and In-Kind Support
THIS AGREEMENT is made and entered into on the 11th day of May, 2015, by and
between the Cedar Rapids Community School District (the “District”) and The Academy
for Scholastic and Personal Success. The parties agree as follows:
1. PURPOSE. District support of The Academy mission to provide cultural
reinforcement and academic skill-building information to selected African
American students in District elementary and high schools.
2. TERM. The term of this Agreement shall be from May 11, 2015 to May 10, 2016.
The parties hereto agree this Agreement shall be effective upon completion by The
Academy and acceptance by The District of the District’s Course Proposal process as
determined by the Director of Curriculum & Instruction AND its execution by both
parties and the duration shall be coterminous with the provisions contained herein.
3. RESPONSIBILITIES OF THE PARTIES
The Academy for Scholastic and Personal Success shall be responsible for the
following.
A. Academy shares the selection criteria and selection process.
B. Academy enrollment information (contact information, school affiliation and
grade for students who enroll The Academy and/ Academy Expansion programs)
C. Complete and accurate student enrollment, attendance, completion and accounting
to ensure accurate and timely payment for services.
D. Data on student progress during The Academy summer session
E. Data on parent participation in required Academy events
F. Data on Academy student progress/recidivism during the school year following
The Academy summer session
G. Information on student course selection following an Academy summer session
H. Information on post-high school education plans
I. Presentation(s) to the School Board as needed or requested
J. Tracking funds using District technology
K. Apprise relevant personnel of Academy mission
L. Other responsibilities as determined by further review
M. Evaluation data, (i.e.; GPA, Class Rank, Attendance, etc...)
N. Collaboration and cooperation with other district and community programming.
O. Other programs
BA-15-477.1
The District shall be responsible for the following.
A. Funding in the amount of $1,000 per District student per year up to a maximum of
25 students. The District will fully fund only those students who successfully
complete the program and all its requirements. The District will issue all
payments under this Agreement to the Cedar Rapids School Foundation as fiscal
agent prior to the Academy. The District will reconcile with the Foundation at the
conclusion of the Academy for adjustments based on student completion of the
program.
B. Awarding appropriate District elective credit to successful completers. The
District will award the elective credit each time a District student enrolls in and
successfully completes the program, up to three times.
C. Bulk rate postage services
D. Assistance with approvals in accordance with designated time lines
E. Assistance with task and projects
F. Training in use of technology necessary to track deposits
G. Apprising relevant personnel of Academy mission
H. Assistance with marketing materials
I. Assistance with the development of an Academy web site
J. Assistance with data tracking, entry, and maintenance
K. Development of a system of reporting, culminating in an annual report to the
School Board
L. Other responsibilities as determined by further review
4. INSURANCE AND INDEMNIFICATION
A. During the duration of this Agreement, the The Academy will provide a
certificate of insurance naming the District as additional insured with general
liability insurance limits of $2,000,000.
B. The District will indemnify and hold harmless the The Academy from and
against any and all losses, costs, damages and expenses, including reasonable
attorneys' fees and expenses, occasioned by, or arising out of, the District's
negligence or willful misconduct in the performance of its duties under this
Agreement.
C. The Academy will indemnify and hold harmless the District from and against any
and all losses, costs, damages and expenses, including reasonable attorneys' fees
and expenses, occasioned by, or arising out of, the The Academy negligence or
willful misconduct in the performance of its duties under this Agreement.
5. TERMINATION.
A. Termination for Cause. The occurrence of any one or more of the following
events shall constitute cause for either party to declare the other party in default of
its obligations under the Agreement:
1. Failure to make substantial and timely progress toward performance of the
Agreement.
BA-15-477.2
2. Failure of the party's work product and services to conform with any
specifications noted herein.
3. Any other breach of the terms of this agreement.
B. Notice of Default. If there occurs a default event under Section 5A, the non-
defaulting party shall provide written notice to the defaulting party requesting that
the breach or noncompliance be immediately remedied. In the event that the
breach or noncompliance continues to be evidenced ten days beyond the date
specified in the written notice, the non-defaulting party may either:
1. Immediately terminate the Agreement without additional written notice; or,
2. Enforce the terms and conditions of the Agreement and seek any available
legal or equitable remedies.
In either event, the non-defaulting party may seek damages as a result of the
breach or failure to comply with the terms of the Agreement.
6. CONTACT PERSON. The Contact Persons shall serve until the expiration of the
Agreement or the designation of a substitute Contact Person. During the term of this
Agreement, each Contact Person shall be available to meet, as otherwise mutually
agreed, to plan the services being provided under the Agreement. The Contact
Persons are as follows:
Paul Hayes
Executive Manager of Learning Supports
Cedar Rapids Community School District
2500 Edgewood Road NW
Cedar Rapids, Iowa 52405
Ruth E. White
Executive Director/Founder
Academy for Scholastic and Personal Success
319 Eastland Dr. SE
Cedar Rapids, IA 52403
Cedar Rapids Community School District The Academy for Scholastic and
Personal Success
By: ___________________________ By: _____________________________
Board President Dr. Ruth White
Date: _______________ Date: _______________
By: ___________________________
Board Secretary
Date: _______________
BA-15-477.3
5/11/2015
5/11/2015
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-478 Agreement – Cedar Rapids Community School District and Four Oaks Family and
Children’s Services (Sheila Lehman) Exhibit: BA-15-478.1-2 Action Item Pertinent Fact(s): 1. Four Oaks operates a special treatment center at Bertram for middle and high school boys with
behavioral disabilities relating to sexual perpetration. 2. The facility provides residential placement, therapeutic, and education services to boys that are
court committed from eastern Iowa. 3. Under Iowa Administrative Code, it is the responsibility of each school district to provide for the
provision of appropriate special education services for all disabled students within their boundaries.
4. The Cedar Rapids Community School District, therefore, has responsibility under the code for the
provision of special education services at the Four Oaks Bertram facility.
5. The Cedar Rapids Community School District currently operates three (3) instructional classrooms at the Bertram site.
6. The behavioral needs of the students are best served through educational facilities that are in close
proximity to the residential cottages and treatment service at the Bertram site.
Recommendation: It is recommended that the Board of Education approve the Agreement between the Cedar Rapids
Community School District and Four Oaks Family and Children’s Services.
1
AGREEMENT BETWEEN
THE CEDAR RAPIDS COMMUNITY SCHOOL DISTRICT
AND
FOUR OAKS FAMILY AND CHILDREN’S SERVICES
FOR THE LEASING OF EDUCATIONAL FACILITIES
AND PROVIDING OF EDUCATIONAL SERVICES
This Agreement is made and entered into by and between FOUR OAKS FAMILY AND CHILDREN’S
SERVICES (Four Oaks) and CEDAR RAPIDS COMMUNITY SCHOOL DISTRICT (School District) for the
primary purpose of providing educational facilities and classes at the STOP Program in Bertram, Iowa.
WHEREAS, Four Oaks provides residential treatment for children requiring special education instruction at the
Bertram site; and
WHEREAS, School District desires to provide such instruction in facilities located at the Bertram site; and
WHEREAS, both parties have reached certain agreements and understandings concerning the leasing of such
school facilities and the respective obligations of the parties in connection with the conduct of such special
education classes and wish to reduce their agreements and understandings to writing.
NOW, THEREFORE, in consideration of the respective services and payments to be provided by the parties and
for other good and valuable consideration, it is agreed as follows:
1. Four Oaks shall lease to School District a 5,261 square foot school building consisting of three
classrooms, a combination computer lab and library, staff workroom, de-escalation room, storage areas
and bathroom facilities.
2. Four Oaks has constructed an adjacent 2,600 square foot Multipurpose Room that may be utilized by the
special education staff and students at no additional fee or cost to the School District.
3. School District shall pay Four Oaks the amount of $70,216 for use of the school building, including all
utilities, maintenance and cleaning. Lease payments shall be in twelve equal monthly installments of
$5,851.33 commencing July 1, 2015.
4. Furthermore, School District shall:
a. Staff and supervise the educational classes within the Four Oaks program at the Bertram site;
b. Maintain appropriate educational and billing data on students served in the educational classes;
c. Serve as the primary interface with districts of non-resident students served in the educational
classes;
d. Bill districts for educational services provided to non-resident students;
e. Apply fees collected on non-residential students served in the classes to the School District’s cost
of operating the classes;
f. Comply in all respects with the Civil Rights Act of 1964 (P.L. 88-352) to the effect that no person
shall, on the grounds of race, color, or national origin, be denied the benefits of, or otherwise
subject to discrimination under any program or activity for which the agency receives federal
assistance and will immediately take any measure necessary to effectuate compliance with this
statute.
4. Four Oaks agrees to:
a. Provide therapeutic residential support services to support students served in the classes;
b. Provide emergency support services for students in this program needing special interventions;
c. Collaborate with educational staff on the delivery of educational and residential services;
BA-15-478.1
d. Provide general liability and property insurance coverage for the facility leased herein naming the
School District as an additional insured. School District shall be notified in writing in the event
that insurance coverage for the facility is cancelled.
Term of Agreement:
The term of this Agreement shall be from July 1, 2015 through June 30, 2016. Subsequent terms
shall commence on July 1st and end on the following June 30th. It is the good faith intention of both
parties to renew this Agreement annually hereafter unless there is a substantial change in
circumstances. A party intending to not renew this Agreement shall give written notice to the other
party not less than 90 days prior to June 30th, with respect to the renewal that would otherwise
commence on July 1st (the beginning of the fiscal year for purposes of this Agreement).
Correspondence for purposes of notification shall be sent to: Executive Director of Special Services,
Cedar Rapids Community School District, 2500 Edgewood Rd NW, Cedar Rapids, (School District)
and Controller - Finance, Four Oaks, 5400 Kirkwood Blvd. SW, Cedar Rapids, IA 52404, (Four
Oaks).
Mutual Obligations:
1. The parties shall each provide property and professional liability insurance coverage for their
respective interests in the property and staff used in connection with and as part of this facility and
educational program. More specifically, the School District shall provide contents insurance
coverage for all School District owned property stored on the premises. Four Oaks shall provide
property insurance coverage for the facility and coverage for any contents that it may own on the
premises.
2. The parties shall each be responsible for maintenance of its respective equipment used hereunder,
including all repairs and replacements thereof.
3. Routine maintenance and cleaning of the leased facility shall be the responsibility of Four Oaks.
4. The parties shall enter into discussions and reach good-faith agreement from time to time
concerning the respective obligations of the parties for the cost of improvements to and remodeling of
the leased facility, as well as with respect to the purchase of additional equipment.
IN WITNESS WHEREOF, the parties have approved and caused this Agreement to be signed by them in Cedar
Rapids, Iowa.
CEDAR RAPIDS COMMUNITY FOUR OAKS FAMILY AND CHILDREN’S
SCHOOL DISTRICT SERVICES
By: _____________________________ By:____________________________
Title: President of School Board Title: Chief Financial Officer
Date: ___________________________ Date:__________________________
By: ____________________________
Title: Secretary of School Board
Date:___________________________
BA-15-478.2
May 11, 2015
May 11, 2015
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-479 Agreement – Cedar Rapids Community School District and Goodwill Industries for
Janitorial Services at the Transition Center (Sheila Lehman) Exhibit: BA-15-479.1-3 Action Item Pertinent Fact(s):
1. The District’s Transition Center is located on the second floor of the Kubias Building at 311 3rd
Ave SE, Cedar Rapids and as such is not physically connected to one of our school buildings. 2. Goodwill Industries employs adults with disabilities whom they train for various occupations
including janitorial work.
3. Coordinating with Goodwill Industries is an economical way to provide janitorial services to one of our small off-site locations.
Recommendation: It is recommended that the Board of Education approve the Agreement between the Cedar Rapids
Community School District and Goodwill Industries for Janitorial Services at the District’s off-site Transition Center.
Page 1 of 3
AGREEMENT CEDAR RAPIDS COMMUNITY SCHOOL DISTRICT
AND GOODWILL INDUSTRIES OF THE HEARTLAND
This AGREEMENT is made and entered into by and between the Cedar Rapids Community School District, an Iowa public school corporation (the "District") and the Goodwill Industries of the Heartland ("Goodwill Industries").
1. Purchased Services. Goodwill Industries shall provide a job candidate responsible for the janitorial services outlined below.
2. Job Duties to be completed. Daily
1) Vacuum - All carpeted areas 2) Bathrooms
a. Change and stock all paper products b. Fill soap dispensers c. Sanitize toilets. d. Sanitize sinks and counters e. Clean mirrors f. Sweep and mop the floors g. Wipe down shower stalls as needed
3) Kitchen Areas / Activity Areas a. Wipe down appliances inside and out (microwaves, stove, etc.) b. Wipe down counter, drawers and cabinets (disinfect all kitchen drawer &
cupboard handles) c. Sanitize tables d. Refill soap dispenser and paper towels e. Dust computer terminals and keyboards f. Sweep and mop all tiled floors
4) Conference Room a. Sanitize tables
5) Storage/Wash Dryer Areas a. Wipe down washer and dryer appliances
6) Extra a. Wash front and side glass door windows (inside and out weekly) b. Wipe down drinking fountains c. Sanitize all door handles d. Spray anti-bacterial spray on all office telephone receivers e. Complete other duties requested by staff or written in the communication
log f. Notify Cedar Rapids Community Schools Transitions Center staff when the
cleaning supplies inventory is low g. Maintain positive public relations with Cedar Rapids Community Schools
Transitions Center staff Weekly
1) Dusting a. Wipe window ledges and cleared flat surfaces b. Dust tables and wood furniture c. Dust any art on the walls d. Spot clean office windows, glass surfaces, microwaves and televisions
BA-15-479.1
3. Additional Provisions. The District will provide all cleaning supplies and equipment needed to complete the contracted services and is responsible for maintaining equipment in good working order. Goodwill Industries will provide drop in Job coaching, who will be responsible for quality assurance of the cleaning services completed.
4. Services Provided by Goodwill Industries. Assist with training to assure the work is done according to the written or verbal specifications of the Cedar Rapids Community Schools Transition Center. Submit a monthly bill to the District for the total hours worked. Complete additional cleaning projects at the worksite as requested by the Cedar Rapids Community Schools Transition Center. If extra time is required we will adjust the bill to reflect the time spent cleaning
5. Terms. Goodwill shall provide cleaning services the Cedar Rapids Community Schools Transition Center every Monday, Wednesday, and Friday from 12:45-2:45 p.m. excluding those days that may fall on the designated school holidays and scheduled in service days including Labor Day, Friday after Thanksgiving, Christmas Eve, Christmas Day, New Year’s Eve and Day, Fall, Winter and Spring Breaks.
The expected time to complete the cleaning is two hours each visit. Should adjustments need to be made to this schedule, a new contract would be written and submitted for approval within 90 days of the start date. The works shift may also be adjusted depending on the cleaning needs of Cedar Rapids Community Schools Transitions Center.
6. Costs Incurred by Goodwill Industries. Social Security Taxes Workers Compensation Insurance Payroll Costs Indirect Expenses Unique-to-Contract
.
7. Payments. Goodwill Industries will submit a monthly bill for the total hours worked at the rate of $13.32 per hour. These rates reflect the worker’s wages, worker compensation costs, other indirect expenses and payroll taxes for which Goodwill Industries is responsible. An increase in minimum wage due to legislative action may result in the need to revise the $13.32 hourly rate. If this occurs after this agreement is signed, both parties agree to negotiate a new reasonable hourly wage for the timeframe of this agreement. An amendment for this purpose can be documented through a letter of understanding.
8. Term and Termination. The term of this Agreement shall be August 25, 2015 through the end of the 2015-16 school year. Goodwill Industries or the District may terminate this contract for services within two weeks written notice with neither party liable to the other for damages caused by the cancellation of this agreement.
9. Notices. Any and all notices provided for in this Agreement shall be given in writing by registered or certified mail, return receipt requested, by receipted hand delivery, or by Federal Express, courier or other similar and reliable carrier which shall be addressed to each party as set forth as follows:
BA-15-479.2
If to the District: If to Goodwill Industries:
Sheila Lehman Shannon Jamison Cedar Rapids Community School District Goodwill Industries of the Heartland 2500 Edgewood Rd. NW 1441 Blairs Ferry Rd. NE Cedar Rapids, Iowa 52405 Cedar Rapids, Iowa 52402
GOODWILL INDUSTRIES OF CEDAR RAPIDS COMMUNITY THE HEARTLAND SCHOOL DISTRICT
By _________________________________ By_________________________________ Typed Name: Shannon Jamison Typed Name: Mary Meisterling
Position:____________________________ Board President
____________________________________ ______________________________ Date Date
______________________________ Attest: Board Secretary
BA-15-479.3
5/11/2015
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-480 Bank Depository Resolution (Steve Graham) Exhibit: BA-15-480.1 Action Item Pertinent Fact(s):
The Code of Iowa Chapter 12C requires that the Board annually approve the banks, savings associations, (formerly savings and loans) and credit unions and associated maximum balances in which the District funds including student activity accounts may be deposited.
Recommendation: It is recommended that the Board of Education approve the Resolution Naming Depositories.
RESOLUTION NAMING DEPOSITORIES
RESOLVED, that the Board of Education of the Cedar Rapids Community School District in Linn
County, Iowa, approves the following list of financial institutions to be depositories of the Cedar Rapids
Community School District funds in conformance with all applicable provisions of Iowa Code Chapter
12C. The Treasurer is hereby authorized to deposit the Cedar Rapids Community School District funds
in amounts not to exceed the maximum approved for each respective financial institution as set out
below.
MAXIMUM BALANCE
LOCATION OF IN EFFECT UNDER
DEPOSITORY NAME HOME OFFICE THIS RESOLUTION
Bank of the West San Francisco, CA $60,000,000
Bankers Trust Cedar Rapids, IA $60,000,000
BankIowa Independence, IA $60,000,000
Cedar Rapids Bank & Trust Cedar Rapids, IA $60,000,000
Chase Louisville, KY $60,000,000
Collins Credit Union Cedar Rapids, IA $60,000,000
Commercial Federal Bank Savings Assoc. Omaha, NE $60,000,000
Farmers State Bank Marion, IA $60,000,000
Guaranty Bank & Trust Company Cedar Rapids, IA $60,000,000
Heritage Bank Delhi, IA $60,000,000
Hiawatha Bank & Trust Company Hiawatha, IA $60,000,000
Hills Bank & Trust Company Hills, IA $60,000,000
HSBC New York, NY $60,000,000
Linn Area Credit Union Cedar Rapids, IA $60,000,000
Regions Bank Bellevue, IL $60,000,000
Union Planters Bank Waterloo, IA $60,000,000
US Bank, NA Minneapolis, MN $60,000,000
Wells Fargo Bank Iowa. N. A. Minneapolis, MN $100,000,000
CERTIFICATION. I hereby certify that the foregoing is a true and correct copy of a resolution of the
Cedar Rapids Community School District adopted at a meeting of said public body, duly called and held
the 11th day of May, 2015, a quorum being present, as said resolution remains of record in the minutes
of said meeting, and it is now in full force and effect.
Dated this 11th day of May, 2015
______________________________________________
Board Secretary
CEDAR RAPIDS COMMUNITY SCHOOL DISTRICT
2500 Edgewood Road NW
Cedar Rapids, IA 52405
BA-15-480.1
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA
BA-15-481 Tabulation – Microsoft Licensing (Tom Day/Lori Bruzek)
Exhibit: BA-15-481.1
Action Item
Pertinent Fact(s):
1. The District is at the end of a three-year commitment on the current Microsoft Enrollment forEducation Solutions (EES) licensing contract. Bids were requested for a new agreement.
2. The District has participated in this, or a similar Microsoft Volume Licensing program forapproximately 15 years. The program provides a cost-effective means for the District to acquireand ensure compliance with Microsoft software solution licensing requirements. The Districtleverages this agreement for Microsoft desktop, server and cloud solutions.
3. The program costs have decreased significantly over the last 10 years, while the resources andsolutions provided have increased. Through participation in this program, the District haseliminated annual costs for separate endpoint protection (antivirus) and computer managementsolutions, saving the District approximately $70,000 annually.
4. The bid was sent to 46 vendors with 10 responses. Award is recommended to the lowest bidresponse.
Recommendation:
It is recommended that the Board of Education approve the Tabulation – Microsoft Licensing and recommended award.
Microsoft Annual Licensing Bid Tabulation
Annual subscription licensing for three years.
This licensing includes, but is not limited to:
Operating system upgrades for all District PCs and servers
Microsoft Office Professional Suite (Word, Excel, Power Point, Publisher, One Note, Lync, etc) for
all District computers
Computer endpoint protection solution for District computers
System Center Client Management Suite (PC and Server management solution)
Office 365 access for all students and staff
Student email accounts
Student and staff access to Office applications for personal devices
Estimated Annual Cost Vendor
no bid Southern Computer Warehouse
no bid OneNeck IT Solutions
$112,052.67 Global Government/Ed Solutions
$112,186.16 Insight Public Sector
$112,758.63 En Pointe Technology Sales Inc
$112,858.12 Shcholar Buys
$113,922.57 SHI
$113,936.53 Gov Connection Inc
$114,056.88 Encompass, Iowa LLC
$118,265.77 CDW Government Inc
Bids were sent to 46 vendors.
Global Governement/Ed Solution is located in Atlanta, GA.
BA-15-481.1
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-482 Proposal Acceptance – Vending Services (Tom Day) Action Item Pertinent Fact(s): 1. The District solicited proposals for Vending Services that offered the most favorable services,
variety, and nutritional value of products, with the greatest source of revenue for the District. Proposals were sent to 7 vendors with 3 responses received.
2. The contract also includes the Food and Nutrition Department and their catering programs.
3. The vending products are governed by the Board of Education Wellness Policy 610/Regulation
601.1, and the State of Iowa Title XII Chapter 58 School Breakfast and Lunch Program: Nutritional Content Standards for Other Foods and Beverages.
4. The contract does not include soft drinks/beverages/snacks sold or dispensed by booster clubs,
parent-teacher associations, school clubs, or similar organizations. Recommendation:
It is recommended that the Board of Education approve the Proposal Acceptance to Brokaw Vending/Pepsi America. Brokaw Vending is located in Cedar Rapids Iowa.
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-483 Purchasing Register – Unified Threat Management Firewall Device
(Tom Day/Lori Bruzek) Action Item Pertinent Fact(s):
1. The District firewall solution provides a layer of security between the Internet and the District network. The current firewall solution is regularly reaching its maximum capacity resulting in disruption or delays for network users. The District needs to replace the solution to increase throughput capacity.
2. Firewalls solutions are also known as Unified Threat Management (UTM) devices. This is due to
the need to consolidate multiple applications into a single appliance at the network edge. A UTM device is a comprehensive solution that encompasses multiple network security functions including firewall, bandwidth management, VPN, intrusion detection, threat mitigation, gateway level antivirus and antispam, and detailed reporting functions.
3. The District is seeking proposals on a high-availability UTM solution to address internet access
throughput, leverage technology advancement to support load balancing across multiple Internet Service Provider connections, and provide efficiencies and improved reporting regarding network utilization.
4. Funding for the UTM firewall device will be covered by Technology SILO funds.
Recommendation:
It is recommended that the Board of Education approve the Purchasing Register – Unified Threat Management Firewall Device.
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-484 Agreement – Long Term Suspension - Student A (Mary Ellen Maske) Exhibit: Confidential Item Action Item Pertinent Fact(s):
The identified Student A’s long term suspension will be until the end of the 2014-2015 school year, June 5, 2015. The student’s parents have voluntarily waived a long term suspension hearing. Additional educational services may be provided by the District to the student during the long term suspension period.
Recommendation: It is recommended that the Board of Education approve the Agreement – Long Term Suspension for the
identified Student A. CONSENT AGENDA BA-15-485 Agreement – Long Term Suspension – Student B (Val Dolezal) Exhibit: Confidential Item Action Item Pertinent Fact(s):
The identified Student B’s long term suspension will be until the end of the 2014-2015 school year, June 5, 2015. The student’s parents have voluntarily waived a long term suspension hearing. Additional educational services may be provided by the District to the student during the long term suspension period.
Recommendation: It is recommended that the Board of Education approve the Agreement – Long Term Suspension for the
identified Student B.
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-486 Agreement – Long Term Suspension – Student C (Val Dolezal) Exhibit: Confidential Item Action Item Pertinent Fact(s):
The identified Student C’s long term suspension will be until the end of the 2014-2015 school year, June 5, 2015. The student’s parents have voluntarily waived a long term suspension hearing. Additional educational services may be provided by the District to the student during the long term suspension period.
Recommendation: It is recommended that the Board of Education approve the Agreement – Long Term Suspension for the
identified Student C.
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-487 Memorandum of Understanding – Cedar Rapids Community School District and Workplace Learning Connection (Karla Ries) Exhibit: BA-15-487.1 Action Item Pertinent Fact(s):
1. The Workplace Learning Connection serves as the designated, single point of contact for work-based learning for students and teachers to explore and experience careers and workforce issues.
2. Mary Lou Erlacher and Tara Troester will share updates on plans to increase the number of
CRCSD students involved in job shadowing and internships.
3. While our comprehensive high schools are exemplary models for college readiness, a case can be made that expanding opportunities in career readiness will benefit the students in our community.
4. Compensation for the Memorandum of Understanding will be $36,348.00 paid in July, 2015.
Recommendation:
It is recommended that the Board approved the Memorandum of Understanding between the Cedar Rapids Community School District and Workplace Learning Connection (WLC).
BA-15-487.1
May 11, 2015
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-488 Approval – Meal Price Increase for the 2015-2016 School Year (Suzy Ketelsen) Action Item Pertinent Fact(s):
1. The Department of Food and Nutrition finds it necessary to increase breakfast and lunch prices to comply with guidelines of the Healthy, Hunger-Free Kids Act of 2010 (HHFKA).
The recommended increase is as follows:
2. The Paid Meal Equity provision of the HHFKA requires schools to annually assess their prices with the end goal of all paid lunch prices at least equaling the free reimbursement rate minus the paid reimbursement rate.
$2.98 (free meal reimbursement) minus $.28 (paid meal reimbursement) = $2.70
a. The average paid lunch price for the 2015-16 school year will be based on the federal reimbursement for the 2014-15 school year.
b. Districts do not have to meet the $2.70 paid lunch price requirement immediately. The
regulations allow for a gradual increase in paid lunch prices.
3. The Healthy, Hunger-Free Kids Act of 2010 also outlines new Dietary Guidelines that must be followed.
a. These new guidelines specify that schools now must serve low-fat or fat-free milk, whole
grains, 1 cup of fruits or vegetables per day and a greater mix of vegetables, including weekly requirements for vegetables that are dark green, red or orange and starchy, and beans or peas. They also outline daily minimum amounts and weekly ranges for grains and meats.
b. While the District has been moving toward these new guidelines over the last few years, it is
anticipated that the cost to fully comply will increase the food budget significantly. c. Beginning 7/1/2014, Districts were required to serve an additional ½ cup serving of fruit at
breakfast.
LunchCurrent
Price
Proposed
Price Increase
Elementary 2.40$ 2.50$ 0.10$
Secondary 2.50$ 2.60$ 0.10$
Reduced Price 0.40$ 0.40$ ‐$
BreakfastCurrent
Price
Proposed
Price Increase
Elementary 1.50$ 1.60$ 0.10$
Secondary 1.60$ 1.70$ 0.10$
Reduced Price 0.30$ 0.30$ ‐$
Board Meeting: Monday, May 11, 2015
4. Financial impact for a family: If a student participates in the breakfast and lunch program every day, the increase would amount to approximately $4 monthly or $36 annually.
5. Price comparison of similar size districts:
Recommendation:
It is recommended that the Board of Education approve the Meal Price Increase (breakfast and lunch program) for the 2015-2016 school year as proposed.
$‐
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
$3.50
Elementary Middle High
2014‐15 Lunch Price Comparison
Cedar Rapids Davenport Des Moines Dubuque
Iowa City Sioux City Waterloo
$‐
$0.20
$0.40
$0.60
$0.80
$1.00
$1.20
$1.40
$1.60
$1.80
$2.00
Elementary Middle High
2014‐15 Breakfast Price Comparison
Cedar Rapids Davenport Des Moines Dubuque
Iowa City Sioux City Waterloo
Board Meeting: Monday, May 11, 2015
CONSENT AGENDA BA-15-489 Agreement – Long Term Suspension - Student D (Mary Ellen Maske) Exhibit: Confidential Item Action Item Pertinent Fact(s):
The identified Student D’s long term suspension will be until the end of the 2014-2015 school year, June 5, 2015. The student’s parents have voluntarily waived a long term suspension hearing. Additional educational services may be provided by the District to the student during the long term suspension period.
Recommendation: It is recommended that the Board of Education approve the Agreement – Long Term Suspension for the
identified Student D.
Board Meeting: Monday, May 11, 2015
LEARNING AND LEADERSHIP BA-15-490 iJAG – Iowa’s Jobs for America’s Graduates (Karla Ries) Exhibit: BA-15-490.1-7 Information Item Strategic Plan Goals ☒ Academic Performance/Achievement ☐ Community Involvement ☐ Fiscal Integrity ☐ Professional Workforce ☒ Student Development Pertinent Fact(s):
1. The Cedar Rapids Community School District has a partnership with Iowa’s Jobs for America’s
Graduates which focuses on increasing graduation rates and reducing dropout rates. 2. Currently CRCSD has iJAG programs at Washington High School and Jefferson High School. 3. iJAG offers opportunities for students to interact with local employers and community-based
organizations.
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s p e c i a l a d v e r t i s i n g s e c t i o n s p e c i a l a d v e r t i s i n g s e c t i o n
iJAG- Unlocking Student PotentialLaurie Phelan, President & CEO
Melissa O’Neil, Vice President
executive team
Year began:1999
number of students served in 2014-15:1,914
annual operating budget:$2,407,255
QUICK FACTS400 E 14th StGrimes State Office Building, 3rd FloorDes Moines, IA 50319phone: 515.242.5617fax: 515.242.5618 Website: www.ijag.org email: [email protected]
ConTACT
missioniJAG (Iowa Jobs for America’s Graduates) is an independent, statewide 501(c)(3) private nonprofit corporation. Our mission is to assist students with multiple life challenges in graduating from high school and successfully transitioning into a career and/or continued education. Over the past 15 years iJAG has grown from 8 to 37 programs (29 schools) serving nearly 2000 students in multiple communities across the state of Iowa and Illinois.
KeY services providediJAG offers a venue for students to interact with employers and community-based organizations. We teach 37 core competencies comprised of six skill sets: personal, leadership, communication, job attainment, job success and career development. Through projects and partnerships, iJAG students have the opportunity to demonstrate their skills with employers, legislators and community leaders. iJAG has a 15 year track record for increasing graduation rates, improving academic performance and attendance, job placement, and transitioning
students into continued education, careers, or the military. Through iJAG, secondary level students have the opportunity to “pay-it-forward” through 15 hours of service learning projects. They discover their individual talents, develop leadership skills and seize opportunities to achieve their personal potential.
KeY audiences servedIn its 15+year history, iJAG has mentored more than 11,000 students who were at the highest risk of disengaging from school or dropping out altogether.
maKe an investment in ijagiJAG guarantees graduation by unlocking student potential thanks to the support of generous donors like you. Share your passion for education with Iowa youth today when you make a tax-deductible donation to iJAG. At least 90 percent of all expenditures are used on iJAG programs serving Iowa’s children. We are also always in need of volunteers. Please contact iJAG if you are interested in an investment of time.
Lynn Graves, Chair
Elizabeth Baustian
Allen Bean
Beth Canuteson
Sue Cheek
Senator Bill Dotzler
Debi Durham
Beverly Flores
Dr. Brad Buck
Jeri Le Henry
Jerald Keene
Greg Kopp
Gail Kotval
Tracy Lewis
Greg Linde
Deon Pitsor
Dr. Ralph Plagman
Lt. Governor Kim Reynolds, Honorary Member
Tami Rubino
Michael Sadler
Joel Schmidt
Representative Quinton Stanerson
Representative Sharon Steckman
Kirk Tyler
Dee Vanderhoef
Jay Venenga
Teresa Wahlert
Senator Brad Zaun
board of directors
“iJAG has done way more
than just teach me the
basics I need to get at job;
it has completely turned my
life around for the better. ”
Did You Know:• iJAGisIowa’smostcosteffectivecollegeandcareerreadinessprogramforyouthat-risk.• Nearly60%ofourstudentsthatgotocollegearethefirstintheirfamilytoattendany
post-secondaryeducation.• 24%arethefirstgenerationintheirfamilytograduatehighschool.• iJAGstudents’gradepointaveragesincrease.3annually.• iJAGstudents’attendanceincreasesanaverageof7daysperschoolyearoverthe
past15years.
400 E 14th St, Des Moines, IA 50319 | www.ijag.org | 515-242-5617
BA-15-490.1
Mission Statement:
To assist students with
multiple barriers in
graduating from high school
and/or successfully
transitioning from high
school to continued
education and careers. iJAG
provides 12 months of
follow-up after graduation.
400 E. 14th St Des Moines, IA 50319
515-242-5617
www.ijag.org
Like us on Facebook!
=
When Stephon Ruffin entered the iJAG program, he had 2.16 GPA. Stephon started
Jefferson High School as a junior and was doing very well in school. He has a
magnetic personality that teachers and students loved about him, not to mention
he was extremely polite and personable. Unlike most of his classmates, Stephon
had barriers that most people will never experience in their lifetime.
Stephon was born in Chicago and was living in Joliet before he came to Cedar
Rapids to live with his older brother. He moved from Chicago to Joliet because of
the violence, association with gangs, and drugs, so his mom relocated him. Stephon
was able to handle the pressure that he was facing when moving to a new area.
Soon after he became acclimated to the different educational expectations,
meeting new friends and learning a new city, his mother began suffering from
heart problems. Due to his mother’s illness, Stephon had to work to support
himself, younger brother and mother to make ends meet. Things were not going
well for him so he moved to Cedar Rapids to live with his older brother.
After all of the obstacles Stephon had overcome, he now faced even more
hardships living with his brother. He was expected to leave school regularly to help
babysit his nephew, he was required to pay for all of his own things, and eventually
ended up homeless when his brother decided to move into a smaller house with
his family. By the beginning of his senior year in High School, Stephon was working
full-time at Nordstrom, attending high school full-time, and living with his girlfriend
illegally.
Stephon entered the iJAG program 3rd term of last year. Since joining the program,
he has managed to stay in school and increased his GPA to a 2.36. He was elected
iJAG Vice President of Social Leadership this year, continued to maintain and
increase his GPA. He has been accepted to Mount Mercy University, and has been
awarded the Catherine McCauley Scholarship, which will allow him to attend on
almost a full ride.
BA-15-490.2
Through our Electronic National Data Management System (ENDMS) we are able to track and monitor
student achievement and progress toward graduation. At the beginning, middle and end of the year the
following data is captured to monitor growth and progress. We measure average whole days of
unexcused absences, office referrals, GPA, and the number of barriers a student has to their success.
JAG National Standard iJAG Class of 2013
Graduation Rate 90% 97%
Positive Outcome Rate 80% 93%
Total Job Placement 60% 86%
Full-Time Placement 80% 96%
Full-Time Jobs 60% 80%
Further Education N/A 48%
Unable to Contact <5% 7%
STUDENT HIGHLIGHTS
We all know people want to hear directly from students. We have 45-50 students who are enrolled in
each iJAG class at High Schools that have the program, with an additional 15-20 students in follow-up.
Here is an additional story from the Cedar Rapids Jefferson High School iJAG program.
TYRESE WILSON
CLASS OF 2015:
Plans After Graduation: Attend College
Tyrese attended the Iowa College Tour over Spring Break and was accepted into Moorehouse College. He has not yet committed, but it was a huge honor for him. He is pursuing other 4 year colleges such as Oakwood in TN, UNI in Cedar Falls, IA, and Tennessee University.
BA-15-490.3
IOWA’S JOBS FOR AMERICA’S GRADUATES Unlocking Student Potential One Obstacle at a Time!
SERVICE HISTORY AND PERFORMANCE
Over the past fourteen years, iJAG programs have served 11,272 students statewide, exceeded the National JAG standard for graduation (National 90%; iJAG’s 95%), exceeded Iowa’s high school graduation rate of 90% and has graduated over 8,639 at-risk students. Of that number, 40% of iJAG participants have continued their education at colleges, universities, and other vocational and technical training centers.
iJAGhasmaintaineda93%averagegraduationrateeventhoughthenumberofbarriersperstudenthasrisenfrom4.74in1999to6.88in2014.
Total Student Profiles: 1591 Total Number of Students Served in Class and Follow-up: 2022
PERFORMANCE OUTCOMES
Measureable Outcome National JAG Standards
iJAG Performance
2014
iJAG Performance
Goals
Graduation Rate 90% 95% 96% Positive Outcome Rate 80% 84% 87% Total Job Placement Rate 60% 72% 65% Full-Time Placement Rate 80% 81% 85% Full-Time Jobs Rate 60% 60% 60% Further Education Rate N/A 40% 48%
PUBLIC / PRIVATE PARTNERSHIP
Iowa Jobs for America’s Graduates (iJAG) is the only non-profit 501 c (3) organization in Iowa specifically created as a bipartisan public and private partnership with a laser focus on implementing a nationally successful model recognized for increasing graduation rates, reducing dropout rates; providing one year of follow-up supports after high school.
Since its inception, iJAG has leveraged state and local funding to consistently increase the level of private sector investments. The average program cost statewide is $70,040, approximately $1,592 per student year-round. iJAG longitudinal growth chart demonstrates the approximate distribution of funds per site.
#1Dropout
Prevention
Program
95%Graduation
Rate
28%
16%28%
28%
FUNDING STREAMS
Local Schools Special Grants State Appropriations Private
BA-15-490.4
OUR PROGRAM IS GROWING
iJAG has continued to show sustainable growth in the number of programs over 15 years; going from 10 programs in 2002 to 37 programs in the 2014-2015 academic year. Currently iJAG has a waiting list that includes 30 middle and high schools.
Program growth decisions are made based on a combination of the following three factors:
1. Schools must be one of the schools in Iowa that are either on the watch list for the No Child Left Behind (NCLB), and/or below state average graduation rate and/or above state average dropout rate.
2. The ability of iJAG to secure a blend of funding available to expand and sustain the program beyond the
implementation year.
3. Schools must agree to invest $18,000 toward the program operation as well as provide course credit and a classroom for the program.
When these three factors are addressed, the iJAG organization works closely with the school district administration and local community agencies, civic organizations and businesses to implement a quality iJAG program. Each program is evaluated formally twice annually for performance. iJAG is reviewed through an accreditation process by the national JAG organization every 3-4 years.
Laurie Phelan, President/CEO 400 E. 14th Street
Des Moines, IA 50319 [email protected] 515-242-5617 www.ijag.org
10 10 13 17 18 18 2127 30 26 31 36 37
0
10
20
30
40
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
Number of iJAG Programs
THANK YOU FOR YOUR SUPPORT!
Iowa Department of Education John Deere Foundation
Iowa Department of Human Services AT&T Services, Inc.
Bank of America Charitable Foundation Community Foundation of Great River Bend
Principal Financial Group Alcoa Foundation
United Auto Workers - UAW Archer Daniels Midland Company
Rockwell Collins Kendall Hunt Publishing Company
Community Foundation of Greater Des Moines Casey’s Charities
Iowa West Foundation MidAmerican Energy Holdings Company
Dubuque Racing Association Theisen’s
Johnson County Community Foundation Atlantic Bottling Coca-Cola
Community Foundation of Northeast Iowa Alliant Energy Foundation
Cargill, Inc. Dubuque Bank and Trust
CenturyLink Hy-Vee, Inc.
Banker’s Trust Company Performance Management Group, LLC
The Greater Cedar Rapids Community Foundation United Way
Iowa Workforce Development
CO
NTA
CT
US
BA-15-490.5
Draft 2015 – 2016 iJAG Specialists and Sites
Council Bluffs (4) Wilson Jr. High Middle School Jefferson H.S. 9‐10 Jefferson H.S. 11‐12 Lincoln H.S. 11‐12
Perry (2) Perry H.S. 9‐10 Perry H.S. 11‐12
Creston (1) Creston H.S. 11‐12
Mason City (2)Mason City H.S. 9‐10 Mason City H.S. 11‐12
Davenport (4)Central H.S. 11‐12
North H.S. 11‐12
West H.S. 11‐12
Mid City H.S. Rock Island (2)Rock Island H.S. 11‐12 Rock Island H.S. 9‐10
Des Moines (6)Hoover High School 11‐12
Lincoln High School 11‐12
North High School 11‐12
East High School 11‐12
Roosevelt High School 11‐12
College Success Program ‐ DMACC
Dubuque (5)Dubuque Senior H.S. 9‐10 Dubuque Senior H.S. 11‐12 Hempstead H.S. 9‐10 Hempstead H.S. 11‐12 Jefferson M.S. 7‐8
Cedar Rapids (4)Washington H.S. 9‐10 Washington H.S. 11‐12 Jefferson H.S. 11‐12
Saydel (1) Saydel H.S. 11‐12
Ottumwa (2)Ottumwa ACA 11‐12 Ottumwa HS 11‐12
Keokuk (1) Keokuk H.S. 11‐12
Waterloo (2)East H.S. 11‐12 East H.S. 9‐10
Iowa City (3)City H.S. 9‐10 City H.S. 11‐12 West H.S. 11‐12
Decatur (1)MacArthur HS 11‐12
Moline (4)Coolidge Campus 11‐12 United Township H.S. 11‐12 United Township 9‐10 United Township Education Center.
Bettendorf (1)Edison Academy
BA-15-490.6
Cedar Rapids Jefferson High School Erin Whipple (11‐12)
1243 20th St. SW
Cedar Rapids, IA 52404
(319) 558‐2435
Washington High School John Gianforte (9‐10)
Ryan Dunbar (11‐12)
2205 Forest Dr SE
Cedar Rapids, IA 52403
(319) 558‐1994 (John)
(319) 558‐1024 (Ryan)
Council Bluffs Abraham Lincoln High School Beth Keenan (11‐12)
1205 Bonham Ave
Council Bluffs, IA 51503
(712) 328‐6481
Thomas Jefferson High School Jay Busby (11‐12)
Michael Childers (9‐10)
2501 W Broadway
Council Bluffs, IA 51501
(712) 328‐6493 ext. 205
Woodrow Wilson Middle School Karrie Hansen
715 N 21st St
Council Bluffs, IA 51501
(712) 328‐6446
Creston Creston High School Jerry Hartman (11‐12)
601 W Townline St
Creston, IA 50801
(641) 782‐2116
Davenport Central High School Chad Harvey (11‐12)
1120 Main St
Davenport, IA 52803
(563) 323‐9900 x601
Mid City High School Michelle Charvat
1002 W Kimberly Rd
Davenport, IA 52806
(563) 391‐9161
North High School John Dailey (11‐12)
3636 W 53rd St
Davenport, IA 52806
(563) 388‐9880
West High School Mike Ator (11‐12)
3505 W Locust St
Davenport, IA 52804
(563) 386‐5500
Des Moines DMACC Early College Success
Matthew Phelan
1100 7th St
Des Moines, IA 50314
(515) 697‐7795
East High School Chris Scott (11‐12)
815 13th St
Des Moines, IA 50316
(515) 242‐7788
Hoover High School Laura Ayala (11‐12)
4800 Aurora Ave
Des Moines, IA 50310
(515) 242‐7314
Lincoln High School Amy Kennel (11‐12)
2600 SW 9th St
Des Moines, IA 50315
(515) 242‐7500
North High School Seth Grote (11‐12)
501 Holcomb Ave
Des Moines, IA 50313
(515) 242‐7200
Dubuque Dubuque Senior High School Jenny Duffy (11‐12)
Tim Dolson (9‐10)
1800 Clark Dr
Dubuque, IA 52001
(563) 552‐5500
Hempstead High School Jodie Julson (11‐12)
Tim McClain (9‐10)
3715 Pennsylvania Ave
Dubuque, IA 52002
(563) 552‐5200
Illinois Coolidge Campus JR Moyers
3430 Avenue of the Cities
Moline, IL 61265
(309) 743‐1621
Decatur High School Gayle Bowman
MacArthur High School
1 Educational Park
Decatur, IL 62526
(217) 876‐8021
Rock Island High School Craig Sharp (10‐12)
1400 25th Ave
Rock Island, IL 61201
(309) 793‐5950
United Township Education Center Lisa DeBates
4200 Archer Dr.
East Moline, IL 61244
(309) 752‐6810
United Township High School Kendra Cobb
1275 Avenue of the Cities
East Moline, IL 61244
(309) 752‐1671
Iowa City City High School Rick Spear (9‐10)
Sarah Richardson (11‐12)
1900 Morningside Dr
Iowa City, IA 52245
(319) 688‐1040
Keokuk Keokuk High School Missy Boutwell (11‐12)
2285 Middle Rd
Keokuk, IA 52632
(319) 524‐2542 ext. 2603
Mason City Mason City High School Eva Gutierrez Ackerley (9‐10)
Jeremy White (11‐12)
1700 4th St SE
Mason City, IA 50401
(641) 421‐4432
Ottumwa Ottumwa (ACA) Deb Hunt (11‐12)
501 E. 2nd St
Ottumwa, IA 52501
641‐683‐1342 ext. 16
Perry Perry High School Tina Kenney (11‐12)
Krista White (9‐10)
1200 18th St
Perry, IA 50220
(515) 465‐3503
Saydel Saydel High School Teresa Bowlin
5601 NE 7th St
Des Moines, IA 50313
(515) 262‐9325
Sioux City North High School Open (9‐10)
4200 Cheyenne Blvd
Sioux City, IA 51108
(712) 239‐7000
Waterloo East High School Deikeya Greer (11‐12)
214 High St
Waterloo, IA 50703
(319) 433‐2400
BA-15-490.7
Board Meeting: Monday, May 11, 2015
ADMINISTRATION BA-15-491 Approval – SILO Debt Refinancing (Steve Graham) Exhibit: BA-15-491.1-32 Action Item Strategic Plan Goals ☐ Academic Performance/Achievement ☐ Community Involvement ☒ Fiscal Integrity ☐ Professional Workforce ☐ Student Development Pertinent Fact(s):
1. At the March 9, 2015 Board meeting, the Board approved an engagement agreement between the District and Piper Jaffray for the placement of a School Infrastructure Sales, Services & Use Tax Revenue Refunding Bond. You will recall that the goal is to refinance as much of the existing outstanding debt as possible, locking today’s low fixed rates, for interest cost savings.
2. Piper Jaffray ran a process to solicit bank proposals for the placement of the refunding
debt. Attached to this communication is a listing of all banks contacted, many in the Cedar Rapids metro area.
3. After evaluating the proposals, Piper Jaffray has focused in on refinancing the 2011 bonds
(originally issued in the amount of $43.425MM at an interest rate of 5%) and the 2012 bonds (originally issued in the amount of $10MM, at an interest rate of 4.25%). Focusing on the 2011 and 2012 bonds, the proposal from Regions Bank is the lowest cost proposal, producing the greatest savings. Their interest rate proposal is 2.34% fixed for the life of the loan.
4. Piper Jaffray does not recommend refinancing the 2010 bonds (originally issued in the amount of
$30MM at an interest rate ranging from 4.25% to 5%) at this time, due to the longer call dates associated with the 2010 bond, which therefore makes the escrow expensive enough that the net savings from the refinancing, after fees, doesn’t meet an appropriate threshold.
5. The agenda includes resolutions appropriate to cover the refinancing, and we anticipate closing the
loan in early June. At that time, all issue costs will be finalized (as opposed to being estimates right now) and the savings will be locked in. Representatives from Piper Jaffray will be at that Board meeting to review the refinancing numbers and answer any questions you might have.
Recommendation:
It is recommended that the Board of Education approve the Resolution providing for the advance refunding of its $43,425,000 School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2011 and $10,000,000 School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2012.
Cedar Rapids CSD/2nd ½ Iss 4841-9886-5699\4
-1-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
MINUTES OF MEETING TO ISSUE SCHOOL INFRASTRUCTURE SALES, SERVICES AND USE TAX REVENUE REFUNDING BONDS, SERIES 2015
Cedar Rapids, Iowa
May 11, 2015
The Board of Directors of the Cedar Rapids Community School District met on the above date, at ______ o’clock ___.m. at the ______________________________, Cedar Rapids, Iowa.
The meeting was called to order by the Secretary of the Board, and the roll was called showing the following Directors present and absent:
Present:
Absent: .
• • •Other Business • • •
The Board took up for consideration the resolution next hereinafter set out. Board Member _______________ moved that the resolution be adopted, seconded by Board Member ______________. The President of the Board put the question on the motion, and the roll being called, the following named Directors voted:
Ayes:
Nays: .
Whereupon, the President of the Board declared the motion duly carried and the resolution duly adopted as hereinafter set out.
• • •Other Business • • •
At the conclusion of the meeting, and upon motion and vote, the Board adjourned.
BA-15-491.1-32
Cedar Rapids CSD/2nd ½ Iss 4841-9886-5699\4
-2-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
RESOLUTION
Resolution authorizing and providing for the issuance and securing the payment of School Infrastructure Sales, Services and Use Tax Revenue Refunding Bonds, Series 2015 and authorizing the execution and delivery of documents related thereto
WHEREAS, the Cedar Rapids Community School District (the “School District”), in the County of Linn (the “County”), State of Iowa, is entitled to receive proceeds of a statewide sales, services and use tax for school infrastructure (the “School Infrastructure Tax”), the revenue from which is deposited into the State Secure an Advanced Vision for Education Fund and distributed to the School District pursuant to Section 423E.4 of the Iowa Code, as amended, (the “School Infrastructure Tax Revenues”) and which taxes are and will continued to be collected as set forth therein; and
WHEREAS, the School District has adopted a revenue purpose statement setting forth the purposes for which it may use the School Infrastructure Tax Revenues, including but not limited to school infrastructure projects, and such revenue purpose statement was approved by the authorized electors of the School District on September 8, 2009; and
WHEREAS, the School District has previously issued the Outstanding Bonds (as defined herein) in accordance with the Outstanding Bond Resolutions (as defined herein) payable from the School Infrastructure Tax Revenues, and such Outstanding Bond Resolutions provided that additional Parity Bonds (as defined therein) payable from the School Infrastructure Tax Revenues may be issued on a parity with the Outstanding Bonds, provided that there has been procured and placed on file with the Secretary of the Board of Directors, a statement complying with the conditions and limitations therein imposed upon the issuance of said Parity Bonds; and
WHEREAS, the Board of Directors (the “Board”) of the School District is undertaking the advance refunding of the School District’s previous issues of (a) its School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2011 issued in the principal amount of $43,425,000 (the “Series 2011 Bonds”) pursuant to the Series 2011 Bond Resolution (as defined herein) and the Series 2011 Bonds are optional for redemption on July 1, 2017 and any date thereafter, and (b) its School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2012 issued in the principal amount of $10,000,000 (the “Series 2012 Bonds” and, together with the Series 2011 Bonds, the “Prior Bonds”) pursuant to the Series 2012 Bond Resolution (as defined herein) and the Series 2012 Bonds are optional for redemption on June 1, 2017 and on any date thereafter; and
WHEREAS, pursuant to the provisions of Chapter 423E of the Code of Iowa, the School District deems it advisable and necessary to issue $56,924,000 School Infrastructure Sales, Services and Use Tax Revenue Refunding Bonds, Series 2015 (the “Series 2015 Bonds” and sometimes referred to herein as the “Bonds”), for the purposes refunding the Prior Bonds and paying costs of issuance and related costs of the Series 2015 Bonds, such Series 2015 Bonds shall be on a parity with the Outstanding Bonds; and
BA-15-491.1-32
Cedar Rapids CSD/2nd ½ Iss 4841-9886-5699\4
-3-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
WHEREAS, a statement of Piper Jaffray & Co. has been placed on file in the office of
the Secretary of the Board of Directors, showing that the conditions and limitations of the Outstanding Bond Resolutions with regard to the sufficiency of School Infrastructure Tax Revenues for the issuance of the Series 2015 Bonds on a parity with the Outstanding Bonds have been met and satisfied as required by the Outstanding Bond Resolutions; and
WHEREAS, arrangements have been made for the sale of the Series 2015 Bonds to Regions Capital Advantage, Inc. (the “Lender”);
NOW, THEREFORE, Be It Resolved by the Board of Directors of the Cedar Rapids Community School District, as follows:
Section 1. The following terms with or without capitalization shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise:
“Act” shall mean Iowa Code chapters 423E and 423F, as from time to time amended and supplemented.
“Additional Bonds” shall mean any school infrastructure sales, services and use tax revenue bonds issued on a parity with the Series 2015 Bonds in accordance with the provisions of this Resolution.
“Bonds” or “Series 2015 Bonds” shall mean $56,924,000 School Infrastructure Sales, Services And Use Tax Revenue Refunding Bonds, Series 2015, authorized to be issued by this Resolution.
“Date of Taxability” shall have the meaning given such tem in the Series 2015 Bonds.
“Determination of Taxability” shall have the meaning given such term in the Series 2015 Bonds.
“Economic Refunding” shall mean the sale and issuance of refunding bonds issued to discharge and satisfy all or a part of the Series 2015 Bonds, any Outstanding Bonds or Parity Bonds in accordance with Section 11 of this Resolution, and to pay costs of issuance. The refunding (i) must produce annual debt service on the refunding bonds not greater than the total (remaining) debt service on the Series 2015 Bonds, the Outstanding Bonds or the Parity Bonds being refunded; (ii) shall not have a payment in any Fiscal Year (through maturity of the refunding bonds) that is greater than the payment in such Fiscal Year on the Series 2015 Bonds, Outstanding Bonds or the Parity Bonds being refunded, and (iii) shall have a final maturity no later than the final maturity of the Series 2015 Bonds, Outstanding Bonds or the Parity Bonds being refunded.
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“Escrow Agent” means Bankers Trust Company, or other entity as may be approved by the School District.
“Escrow Agreement” means the Escrow Agreement between the School District and the Escrow Agent dated as of June 1, 2015, as amended from time to time.
“Fiscal Year” shall mean the twelve-month period beginning on July 1 of each year and ending on the last day of June of the following year, or any other consecutive twelve-month period adopted by the Governing Body or by law as the official accounting period of the School District. Requirements of a Fiscal Year as expressed in this Resolution shall exclude any payment of principal or interest falling due on the first day of the Fiscal Year and include any payment of principal or interest falling due on the first day of the succeeding Fiscal Year, except to the extent of any conflict with the terms of the Outstanding Bonds while the same remain outstanding.
“Governing Body” shall mean the Board of Directors of the School District.
“Independent Auditor” shall mean an independent firm of certified public accountants, an independent financial advisor, or the Auditor of State.
“Issuer” and “School District” shall mean the Cedar Rapids Community School District.
“Lender” shall mean Regions Capital Advantage, Inc., or an affiliate thereof.
“Outstanding Bonds” shall mean the Series 2010 Bonds, the Series 2010 QSCB Bonds, the Series 2011 Bonds, the Series 2012 Bonds and the Series 2014 Bonds, which remain outstanding and a lien on the School Infrastructure Tax Revenues.
“Outstanding Bond Resolutions” shall mean Series 2010 Bond Resolution, the Series 2010 QSCB Bond Resolution, the Series 2011 Bond Resolution, the Series 2012 Bond Resolution, and the Series 2014 Bond Resolution, collectively.
“Parity Bonds” shall mean bonds, notes or other obligations payable solely from the School Infrastructure Tax Revenues on an equal basis with the Outstanding Bonds, the Series 2015 Bonds and any Additional Bonds as authorized to be issued under the terms of this Resolution.
“Paying Agent” shall mean Regions Bank, or other entity as may be approved by the School District.
“Permitted Investments” shall mean any investments permitted in Iowa Code chapter 12B or section 12C.9. All interim investments must mature before the date on which the moneys are required for payment of principal and interest on the Series 2015 Bonds or costs of the Projects.
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“Registrar” shall mean Regions Bank or other entity as may be approved by the School District.
“Registrar and Paying Agent and Escrow Agreement” shall mean the Registrar and Paying Agent and Escrow Agreement between the School District and the Registrar and Paying Agent regarding the Series 2015 Bonds.
“School Infrastructure Tax” shall mean the School District’s portion of the one percent (1%) sales, services and use tax imposed by the State of Iowa for school infrastructure purposes which must be deposited into the State Secure an Advanced Vision for Education Fund and distributed to the School District pursuant to section 423E.4 Code of Iowa, as amended.
“School Infrastructure Tax Revenues” shall mean all of the revenues received by the School District in each Fiscal Year from the imposition of the School Infrastructure Tax (including, without limitation, any revenues received by the School District from interest and penalties on delinquent collections of the School Infrastructure Tax).
“Secretary” shall mean the Secretary of the Board of Directors of the School District, or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities.
“Series 2010 Bond Resolution” means the School District’s resolution adopted on July 1, 2010 authorizing the issuance of the Series 2010 Bonds.
“Series 2010 Bonds” shall mean the School District’s School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2010 issued in the principal amount of $30,000,000 pursuant to the Series 2010 Bond Resolution.
“Series 2010 QSCB Bond Resolution” means the School District’s resolution adopted on November 8, 2010 authorizing the issuance of the Series 2010 QSCB Bonds.
“Series 2010 QSCB Bonds” shall mean the School District’s Taxable School Infrastructure Sales, Services and Use Tax Revenue Bonds (Qualified School Construction Bonds – Direct Pay), Series 2010 issued in the principal amount of $11,842,461 pursuant to the Series 2010 QSCB Bond Resolution.
“Series 2011 Bond Resolution” means the School District’s resolution adopted on August 8, 2011 authorizing the issuance of the Series 2011 Bonds.
“Series 2011 Bonds” shall mean the School District’s School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2011 issued in the principal amount of $43,425,000 pursuant to the Series 2011 Bond Resolution.
“Series 2012 Bond Resolution” means the School District’s resolution adopted on August 22, 2011 authorizing the issuance of the Series 2012 Bonds.
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“Series 2012 Bonds” shall mean the School District’s School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2012 issued in the principal amount of $10,000,000 pursuant to the Series 2012 Bond Resolution.
“Series 2014 Bond Resolution” means the School District’s resolution adopted on June 9, 2014 authorizing the issuance of the Series 2014 Bonds.
“Series 2014 Bonds” shall mean the School District’s School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2014 issued in the principal amount of $9,000,000 pursuant to the Series 2014 Bond Resolution.
“2015 Bond Sinking Fund Subaccount” means the subaccount by that name created pursuant to Section 7 hereof.
“2015 Debt Service Reserve Fund Subaccount” means the subaccount by that name created pursuant to Section 7 hereof.
“2015 Debt Service Reserve Fund Subaccount Amount” means $_______ or such other amount agreed to by the Lender and the School District, and approved by Bond Counsel.
“Tax Exempt Rate” means 2.34% per annum, adjusted to 4.0% for periods during which there is an Event of Default which has not been cured as provided in Section 10 hereof.
“Taxable Rate” means ___% per annum adjusted to __% per annum for periods during which there is an Event of Default which has not been cured as provided in Section 10 hereof.
“Treasurer” shall mean the Treasurer of the School District or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Bonds issued hereunder.
Section 2. Authorization. For the purposes referred to in the preamble hereof and pursuant to Chapters 423E and 423F of the Code of Iowa, the Series 2015 Bonds are hereby authorized to be issued in the amount of $54,598,000 and sold to the Lender. Any change in the amount set forth above shall be approved by the President; however, the aggregate amount issued may not exceed $56,924,000. The Series 2015 Bonds shall be dated as of the date of their delivery to the Lender and shall be payable as to both principal and interest in the manner hereinafter specified.
Section 3. Registrar and Paying Agent. Regions Bank is hereby designated as the Registrar and Paying Agent for the Series 2015 Bonds and may be hereinafter referred to as the “Bond Registrar” or the “Paying Agent”, and the President and the Board Secretary are hereby authorized and directed to execute and deliver the Registrar and Paying Agent and Escrow Agreement.
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Section 4. Bond Details; Source of Payment. The Series 2015 Bonds shall bear interest at Tax exempt Rate, unless there is a Determination of Taxability and, if there is a Determination of Taxability, at the Taxable Rate from the Date of Taxability. Principal of and interest on the Series 2015 Bonds shall be payable in semi-annual installments as set forth in the Series 2015 Bonds. All payments shall be applied first to the payment of interest due and next to the reduction of principal. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months.
Payment of both principal of and interest on the Series 2015 Bonds shall be made to the registered owners appearing on the registration books of the School District at the close of business on the fifteenth day of the month next preceding the payment date and shall be paid by check or draft mailed to the registered owners at the addresses shown on such registration books; provided, however, that the final installment of principal and interest on a Series 2015 Bond shall be payable only upon presentation and surrender of such Series 2015 Bond to the Paying Agent.
The School District reserves the right to prepay principal of the Series 2015 Bonds in whole or in part, on July 1, 2020, or on any date thereafter upon terms of par plus accrued interest. The prepaid principal shall cease to bear interest on the prepayment date. Prepayment of principal of the Series 2015 Bonds shall be made in amounts equal to $100,000 and any integral multiple of $1,000 in excess thereof.
The Series 2015 Bonds shall be executed on behalf of the School District with the official manual or facsimile signature of the President of the Board and attested by the official manual or facsimile signature of the Board Secretary, and shall be fully registered bonds without interest coupons. In case any officer whose signature or the facsimile of whose signature shall appear on the Series 2015 Bonds shall cease to be such officer before the delivery of such Series 2015 Bonds, such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery.
The Series 2015 Bonds shall not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the Bond Registrar.
The Series 2015 Bonds, together with the Outstanding Bonds and any future Parity Bonds, and the interest thereon, shall be payable solely from the School Infrastructure Tax Revenues and the Revenue Fund and the Sinking Fund hereinafter referred to, both of which are hereby pledged to the payment thereof. None of the Series 2015 Bonds shall be a general obligation of the School District, and under no circumstances shall the School District be in any manner liable by reason of the failure of the School Infrastructure Tax Revenues to be sufficient for the payment in whole or in part of the Series 2015 Bonds and the interest thereon; but the Series 2015 Bonds shall be payable both as to principal and interest solely and only from the School Infrastructure Tax Revenues pledged therefor as hereinafter provided.
The Series 2015 Bonds shall be fully registered as to principal and interest in the names of the owners on the registration books of the School District kept by the Bond Registrar, and after such registration, payment of the principal and interest thereof shall be made only to the
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registered owners, their legal representatives or assigns. The Series 2015 Bonds shall be transferable only upon the registration books of the School District upon presentation to the Bond Registrar, together with either a written instrument of transfer satisfactory to the Bond Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner.
The record and identity of the owners of the Series 2015 Bonds may be kept confidential as provided by Section 22.7 of the Code of Iowa.
Section 5. Form of Series 2015 Bonds. The Series 2015 Bonds shall be initially issued as a single Series 2015 Bond and shall be in substantially the following form:
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THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERMS ARE DEFINED UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ACCORDINGLY, THE BOND IS BEING OFFERED AND SOLD ONLY TO “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), AND MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE FOREGOING.
(Form of Series 2015 Bond)
UNITED STATES OF AMERICA STATE OF IOWA
COUNTY OF LINN CEDAR RAPIDS COMMUNITY SCHOOL DISTRICT
SCHOOL INFRASTRUCTURE SALES, SERVICES AND USE TAX REVENUE
REFUNDING BOND, SERIES 2015
No. 1
$56,924,000
INTEREST RATE MATURITY DATE
BOND DATE
2.34% July 1, 2026 [Date of Delivery]
The Cedar Rapids Community School District (the “School District”), in the County of Linn, State of Iowa, for value received, promises to pay on the Maturity Date of this Bond to:
REGIONS CAPITAL ADVANTAGE, INC.
or registered assigns (the “Lender”), the principal sum of FIFTY-SIX MILLION NINE HUNDRED TWENTY-FOUR THOUSAND DOLLARS together with interest on the outstanding principal hereof at the Interest Rate (the “Tax Exempt Rate”) from the date of this Bond, or from the most recent payment date on which interest has been paid until the Maturity Date, except as the provisions hereinafter set forth with respect to prepayment prior to maturity may be or become applicable hereto.
Interest on this Bond is payable semi-annually on January 1 and July 1 of each year, commencing on January 1, 2016, and will be calculated on the basis of a 360-day year comprised of twelve 30-day months.
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Principal of this Bond is payable in semi-annual installments on January 1 and July 1, commencing January 1, 2016, in each of the respective years and in the respective installment amounts, and continuing to and including the Maturity Date, subject to earlier prepayment as provided herein: {REVISE WITH FINAL}
Date Principal Payment
1/1/2016 $ 440,000 7/1/2016 440,000 1/1/2017 507,000 7/1/2017 507,000 1/1/2018 520,000 7/1/2018 520,000 1/1/2019 532,000 7/1/2019 532,000 1/1/2020 3,711,000 7/1/2020 3,715,000 1/1/2021 3,772,000 7/1/2021 3,777,000 1/1/2022 3,883,000 7/1/2022 3,884,000 1/1/2023 3,975,000 7/1/2023 3,986,000 1/1/2024 4,071,000 7/1/2024 4,075,000 1/1/2025 4,155,000 7/1/2025 4,150,000 1/1/2026 2,886,000 7/1/2026 2,886,000
On the Maturity Date, any remaining principal and interest shall be due and payable.
This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Bond Registrar.
This Bond is one of a duly authorized series of bonds (the “Bonds”) issued by the School District pursuant to and in strict compliance with the provisions of Chapter 423E and Chapter 423F of the Code of Iowa, as amended, and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution of the Board of Directors of the School District authorizing and providing for the sale and issuance and securing the payment of the Bonds (the “Series 2015 Bond Resolution”), and reference is hereby made to the Series 2015 Bond Resolution for a more complete statement as to the source of payment of the Bonds and the rights of the Lender.
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The Bonds are issued for the purpose of advance refunding the School District’s Series 2011 Bonds and Series 2012 Bonds (as each is defined in the Series 2015 Bond Resolution) and paying costs of issuance and related costs of the Bonds.
In the event the Lender receives notice of a Determination of Taxability (as defined
hereinafter), the rate of interest on the Bonds shall be automatically increased, effective as of the Date of Taxability (as defined hereinafter) to annual interest rates equal to ___% (the “Taxable Rate”). In such case, the School District agrees also to pay to the Lender forthwith an amount equal to the aggregate difference between (i) the amounts actually paid at the Tax Exempt Rate during the period between the Date of Taxability and the date of receipt of notice of the Determination of Taxability and (ii) the amounts that would have been payable at the Taxable Rate due during such period, together with the amount of interest and penalties, if any, incurred by the Lender as a result of such change in tax exempt status.
A “Determination of Taxability” shall mean the issuance of a statutory notice of
deficiency by the Internal Revenue Service, or a ruling of the National Office or any District Office of the Internal Revenue Service, or a final decision of a court of competent jurisdiction in which proceeding the Lender or the School District has been a party, or an unqualified opinion of Bond Counsel, which holds that the interest payable on the Bonds is includable in the gross income of the holder thereof for federal income tax purposes, if the period, if any, for contest or appeal of such action, ruling or decision by the School District or Lender has expired without any such contest or appeal having been properly instituted by the Lender or the School District.
The “Date of Taxability” shall mean that point in time, as specified in the Determination
of Taxability that the interest payable on the Bonds becomes includable in the gross income of the holder thereof for federal income tax purposes.
If an Event of Default (as defined in the Series 2015 Bond Resolution) has occurred and
remains uncured within ten days, with respect to an Event of Default relating to a failure to pay principal or interest when due, or within thirty days after receipt by the School District of a notice from the Lender of such Event of Default, with respect to any other Event of Default, the Tax Exempt Rate shall increase to 4.00% and the Taxable Rate will increase to ___%, as applicable, until the Event of Default is cured.
The School District reserves the right to prepay principal of the Bonds in whole or in part on July 1, 2020, or on any date thereafter upon terms of par and accrued interest. Prepayment of principal of the Bonds shall be made in amounts equal to $100,000 and any integral multiple of $1,000 in excess thereof.
The Bonds are not general obligations of the School District, but the Bonds, together with the Outstanding Bonds (as defined in the Series 2015 Bond Resolution) and any other Parity Bonds (as defined in the Series 2015 Bond Resolution), are payable from and secured solely and only by a pledge of certain School Infrastructure Tax Revenues as defined and provided in the Series 2015 Bond Resolution. The School District has covenanted that it will allocate such
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School Infrastructure Tax Revenues to the Sinking Fund created in the Outstanding Bond Resolutions (as defined in the Series 2015 Bond Resolution) to meet the payments of principal of and interest on the Outstanding Bonds, the Bonds and any future Parity Bonds, as the same become due. Under no circumstances shall the School District be in any manner liable by reason of the failure of the said School Infrastructure Tax Revenues to be sufficient for the payment of the principal of or interest on the Bonds.
This Bond is fully negotiable but shall be fully registered as to both principal and interest in the names of the owners on the books of the School District in the office of the Bond Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the Bond Registrar, together with either a written instrument of transfer satisfactory to the Bond Registrar, or the assignment form hereon completed and duly executed by the Lender or the duly authorized attorney for such Lender.
The School District, the Bond Registrar and the Paying Agent may deem and treat the Lender hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the School District, the Bond Registrar and the Paying Agent shall not be affected by any notice to the contrary.
And It Is Hereby Certified, Recited and Declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Bond have existed, have happened and have been performed in due time, form and manner, as required by law, and that the issuance of this Bond does not exceed or violate any constitutional or statutory limitation or provision.
IN TESTIMONY WHEREOF, the Cedar Rapids Community School District, Iowa, by its Board of Directors, has caused this Bond to be executed by the President of the Board and attested by the Board Secretary, all as of the Bond Date.
CEDAR RAPIDS COMMUNITY SCHOOL DISTRICT
By (DO NOT SIGN) President, Board of Directors
Attest:
(DO NOT SIGN) Board Secretary
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Registration Date: (Registration Date)
REGISTRAR’S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Series 2015 Bond Resolution.
REGIONS BANK
By (Authorized Signature) Authorized Officer
ABBREVIATIONS
The following abbreviations, when used in this Bond, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UTMA TEN ENT - as tenants by the entireties As Custodian for TEN - as joint tenants with
right of survivorship and not as tenants in common
(Minor)
under Uniform Transfers to Minors Act
(State) Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this Bond to
(please print or type name and address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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and does hereby irrevocably appoint ______________________________, Attorney, to transfer this Bonds on the books kept for registration thereof with full power of substitution.
Dated:
Signature guaranteed:
NOTICE: The signature to this Assignment must correspond with the name of the registered owner as it appears on this Bond in every particular, without alteration or enlargement or any change whatever.
Section 6. Deposit of Bond Proceeds; Refunding of Prior Bonds; Executions of Documents. The Series 2015 Bonds shall be executed as herein provided as soon after the adoption of this Resolution as may be possible and thereupon they shall be delivered to the Bond Registrar for registration, authentication and delivery to the Lender, upon receipt of the purchase price thereof, and all action heretofore taken in connection with the issuance of the Series 2015 Bonds is hereby ratified and confirmed in all respects. The proceeds received from the Series 2015 Bonds shall be applied to pay costs of issuance associated with the issuance of the Series 2015 Bonds and to make deposits into in an Escrow Agreement to effectuate the advance refunding of the Prior Bonds.
All of the outstanding principal amount of the Series 2011 Bonds maturing on and after July 1, 2017 are hereby called for redemption as of July 1, 2017 (the “Series 2011 Bonds Optional Redemption Date”) and the outstanding principal amount of the Series 2012 Bonds maturing on and after June 1, 2017 are hereby called for redemption as of June 1, 2017 (the “Series 2012 Bonds Optional Redemption Date” and, together with the Series 2011 Bonds Optional Redemption Date, the “Prior Bonds Optional Redemption Dates”) and Bankers Trust Company, as the Registrar and Paying Agent for the Prior Bonds, is instructed to take all actions necessary to redeem the Prior Bonds on the respective Prior Bonds Optional Redemption Date, including sending notice of such redemption to all registered owners thereof as shown by the School District’s registration records as required by the Prior Bonds, the Series 2011 Bond Resolution and the Series 2012 Bond Resolution.
The officers of the School District are hereby authorized and directed to do all acts and things and to execute and deliver any and all documents as may be necessary in connection with the issuance and delivery of the Series 2015 Bonds and to carry out the intent and purposes of
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this Resolution, including the execution and delivery of the Escrow Agreement and tax and closing certificates.
Section 7. Application of Revenues; Funds and Accounts. The Outstanding Bond Resolutions created the Cedar Rapids Community School District School Infrastructure Sales and Services Tax Revenue Fund (the “Revenue Fund”) held by the School District into which the School District is required to deposit 100% of the School Infrastructure Tax Revenues received by the School District until all of the Outstanding Bonds and any Parity Bonds (including the Series 2015 Bonds) have been paid and no longer outstanding. From and after the delivery of the Series 2015 Bonds and as long as any of the Series 2015 Bonds are outstanding and unpaid or until all principal of and interest thereon have been discharged and satisfied or provision therefor has been made, 100% of the School Infrastructure Tax Revenues received by the School District shall continue to be deposited in the Revenue Fund, which shall be used and disbursed in the following priority:
(1) Sinking Fund. The Outstanding Bond Resolutions created a Sinking Fund to be held by the School District into which there shall be set aside from the School Infrastructure Tax Revenues in the Revenue Fund such portion thereof as will be sufficient to pay the interest on and principal of the Outstanding Bonds and any future Parity Bonds (including the Series 2015 Bonds), as the same become due, and the School District shall continue to maintain the Sinking Fund so long as the Series 2015 Bonds and any Parity Bonds are outstanding. The Outstanding Bond Resolutions created within the Sinking Fund various subaccounts with respect to the Outstanding Bonds and authorized the creation of additional subaccounts with respect to Parity Bonds.
The money in the Revenue Fund shall first be disbursed on a parity basis to make deposits into the various subaccounts of the Sinking Fund, hereinbefore created pursuant to the Outstanding Bond Resolutions, created pursuant to this Resolution or created in the future for any Parity Bonds. The amount to be paid into the respective subaccounts of the Sinking Fund during each Fiscal Year shall be sufficient to pay the principal of and interest due during such Fiscal Year on the Outstanding Bonds, the Series 2015 Bonds and any Parity Bonds.
Pursuant to the Outstanding Bond Resolutions, the School District has created the following subaccounts within the Sinking Fund:
(a) School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series
2010 Sinking Fund Subaccount (“Prior 2010 Bond Sinking Fund Subaccount”) for the Series 2010 Bonds held by the trustee for the Series 2010 Bonds; (b) Taxable School Infrastructure Sales, Services, and Use Tax Revenue Bonds, (Qualified School Construction Bond — Direct Pay), Series 2010 Sinking Fund Subaccount (“2010 QSCB Sinking Fund Subaccount”) for the Series 2010 QSCB Bonds held by the trustee for the Series 2010 QSCB Bonds;
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(c) School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2011 Sinking Fund Subaccount (“2011 Bond Sinking Fund Subaccount”) for the Series 2011 Bonds held by the trustee for the Series 2011 Bonds;
(d) School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series
2012 Sinking Fund Subaccount (“2012 Bond Sinking Fund Subaccount”) for the Series 2012 Bonds held by the trustee for the Series 2012 Bonds; and
(e) School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series
2014 Sinking Fund Subaccount (“2014 Bond Sinking Fund Subaccount” and, together with the Series 2010 Bond Sinking Fund Subaccount, the Series 2010 QSCB Sinking Fund Subaccount, the Series 2011 Bond Sinking Fund Subaccount and the Series 2012 Bond Sinking Fund Subaccount, the “Outstanding Bond Sinking Fund Subaccounts”) for the Series 2014 Bonds held by the School District. So long as the Outstanding Bonds remain outstanding, the Outstanding Bonds Sinking
Fund Subaccounts created pursuant to the Outstanding Bond Resolutions are recognized and confirmed, and shall be maintained for the payment of the principal of and interest on the respective Series of Outstanding Bonds as provided in the Outstanding Bond Resolutions.
As provided in the Outstanding Bonds Resolutions, there is hereby established a
subaccount entitled the School Infrastructure Sales, Services and Use Tax Revenue Bonds, 2015 Bond Sinking Fund Subaccount (the “2015 Bond Sinking Fund Subaccount”) within the Sinking Fund for the purpose of paying principal of and interest on the Series 2015 Bonds. The 2015 Bond Sinking Fund Subaccount shall be held by the School District. The required amount to be deposited in the 2015 Bond Sinking Fund Subaccount in any month shall be the equal monthly amount necessary to pay in full the installment of interest coming due on the next interest payment date on the Series 2015 Bonds, plus the equal monthly amount necessary to pay in full the installment of principal coming due on the next succeeding principal payment date until the full amount of such installment is on deposit. The money deposited in the 2015 Bond Sinking Fund Subaccount shall be used solely to pay the principal of, and interest on the Series 2015 Bonds, and is hereby pledged to the payment thereof. If for any reason the amount on deposit in the 2015 Bond Sinking Fund Subaccount exceeds the required amount, the excess shall forthwith be withdrawn and deposited into the Revenue Fund.
The subaccounts in the Sinking Fund shall be segregated from all other funds, accounts and subaccounts established by this Resolution, the Outstanding Bond Resolutions or any future resolutions authorizing the issuance of Parity Bonds. Upon the issuance of future Parity Bonds, the School District may provide for annual or more or less frequent payments of into subaccount(s) of the Sinking Fund for such Parity Bonds to pay the principal of an interest on such Parity Bonds.
(2) Reserve Fund. The Outstanding Bond Resolutions created a School Infrastructure Sales, Services and Use Tax Revenue Debt Service Reserve Fund (the “Reserve Fund”) to be
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held by the School District and various subaccounts thereof into which there shall be set aside from the School Infrastructure Tax Revenues in the Revenue Fund such portion thereof as will be sufficient to maintain a debt service reserve for the Outstanding Bonds, and any future Parity Bonds secured by the Reserve Fund.
After making the deposits into the various subaccounts of the Sinking Fund as hereinbefore provided, the money in the Revenue Fund shall next be disbursed on a parity basis to make deposits into the various subaccounts of the Reserve Fund hereinbefore created pursuant to the Outstanding Bond Resolutions, created pursuant to this Resolution and created in the future for any Parity Bonds. The amount to be paid into the respective subaccounts of the Reserve Fund shall be sufficient to maintain the minimum amount required for each respective subaccount of the Reserve Fund pursuant to the respective Outstanding Bond Resolution, this Resolution and any future resolutions authorizing the issuance of Parity Bonds secured by the Reserve Fund.
Pursuant to the Outstanding Bond Resolutions, the School District has created the following subaccounts within the Reserve Fund:
(a) School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2010 Debt Service Reserve Fund Subaccount (“Prior 2010 Debt Service Reserve Fund Subaccount”) for the Series 2010 Bonds held by the trustee for the Series 2010 Bonds;
(b) School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2011 Debt Service Reserve Fund Subaccount (“2011 Debt Service Reserve Fund Subaccount”) for the Series 2011 Bonds held by the trustee for the Series 2011 Bonds; and
(c) School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2012 Debt Service Reserve Fund Subaccount (“2012 Debt Service Reserve Fund Subaccount” and, together with the Series 2010 Bond Debt Service Reserve Fund Subaccount and the Series 2011 Debt Service Reserve Fund Subaccount, the “Outstanding Debt Service Reserve Fund Subaccounts”) for the Series 2012 Bonds held by the trustee for the Series 2012 Bonds.
So long as the Outstanding Bonds remain outstanding, the subaccounts created in the Reserve Fund pursuant to the Outstanding Bond Resolutions are recognized and confirmed, and shall be maintained for the payment of the principal of and interest on the respective Series of Outstanding Bonds as provided in the Outstanding Bond Resolutions.
As provided in the Outstanding Bonds Resolutions, there is hereby established a subaccount entitled School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2015 Debt Service Reserve Fund Subaccount (the “2015 Debt Service Reserve Fund Subaccount”) within the Reserve Fund for the purpose of maintaining a debt service reserve for the Series 2015 Bonds. The 2015 Debt Service Reserve Fund Subaccount shall be held by the Paying Agent pursuant to the Registrar and Paying Agent and Escrow Agreement. On the date of issuance of the Series 2015 Bonds, an amount equal to the 2015 Debt Service Reserve Fund Subaccount Amount shall be deposited into the 2015 Debt Service Reserve Fund Subaccount.
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The amounts on deposit in the 2015 Debt Service Reserve Fund Subaccount shall be used solely for the purpose of paying principal of and interest on the Series 2015 Bond for the payment of which insufficient money is available in the 2015 Bond Sinking Fund Subaccount. The 2015 Debt Service Reserve Fund Subaccount is pledged only to the Series 2015 Bonds and shall not secure the Outstanding Bonds or any Parity Bonds. Whenever it shall become necessary to withdraw money in the 2015 Debt Service Reserve Fund Subaccount for the payment of debt service on the Series 2015 Bonds or the amount on deposit in the 2015 Debt Service Reserve Fund Subaccount is less than the 2015 Debt Service Reserve Fund Subaccount Amount, the School District shall cause to be deposited in the 2015 Debt Service Reserve Fund Subaccount in each month an amount equal to 100% of the amount required by this Resolution to be deposited in such month into the 2015 Sinking Fund Subaccount; provided, however, that when the amount on deposit in the 2015 Debt Service Reserve Fund Subaccount shall be equal to at least the 2015 Debt Service Reserve Fund Subaccount Amount, no further deposits shall be made into the 2015 Debt Service Reserve Fund Subaccount except to maintain such level. If the amount on deposit in the 2015 Debt Service Reserve Fund Subaccount is greater than the 2015 Debt Service Reserve Fund Subaccount Amount, such excess amounts shall be withdrawn and paid into the Reserve Fund for allocation to other subaccounts in the Reserve Fund or if all Reserve Fund subaccounts are at their required levels, then paid to the Revenue Fund.
The School District may establish other subaccounts within the Reserve Fund upon the issuance of future Parity Bonds which are required to be secured by the Reserve Fund. The money deposited into the Revenue Fund shall be disbursed on a parity basis to make deposits into the various subaccounts of the Reserve Fund for all Parity Bonds secured thereby. The subaccounts in the Reserve Fund shall be segregated from all other funds, accounts and subaccounts established by the Outstanding Bond Resolutions and any future resolution for Parity Bonds secured by the Reserve Fund, and each subaccount shall be segregated and shall not be commingled or pledged to any other Parity Bonds, if issued.
(3) Subordinate Obligations. Money in the Revenue Fund may next be used to pay principal of and interest on (including reasonable reserves therefor) any other obligations which by their terms shall be payable from the School Infrastructure Tax Revenues, but subordinate to the Series 2015 Bonds, the Outstanding Bonds and any other Parity Bonds.
(4) Surplus Revenue. Any remaining money in the Revenue Fund may be used to pay or redeem any of the Series 2015 Bonds, the Outstanding Bonds and any other Parity Bonds or used for any lawful purpose, subject to the limitations herein. The School District reserves the right to create such additional funds, or subaccounts within funds established herein, as deemed necessary or appropriate, or as required by the issuance of additional obligations, provided the rights of the holders and security for the Series 2015 Bonds, the Outstanding Bonds and any other Parity Bonds are not impaired thereby.
Money in the Revenue Fund shall be allocated, deposited and paid into the various funds and accounts hereinbefore referred to at the times and in the order in which said funds are listed, on a cumulative basis. If in any month the money in the Revenue Fund, the Sinking Fund or its
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Subaccounts, or the Reserve Fund or its Subaccounts shall be insufficient to deposit in or transfer to or from the required amount in any of said funds or accounts, such deposits or transfers shall be made on a pro rata basis (in accordance with the outstanding principal amounts of the Outstanding Bonds, the Series 2015 Bonds and the Parity Bonds) and the deficiencies shall be made up in the following month or months after payments into all funds and accounts enjoying a prior claim to the revenues shall have been met in full. The School District may establish various subaccounts within each fund established by the Outstanding Bond Resolutions or this Resolution.
Failure to make such allocation, deposit and payment without cure within thirty days shall constitute an event of default under this Resolution.
Section 8. Investments. Moneys on hand in any of the funds or accounts established by this Resolution may be invested only in Permitted Investments or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation (the “FDIC”), or its equivalent successor, and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with Iowa Code chapter 12C, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All investments shall mature before the date on which the moneys are required for the purposes for which the fund or account was created or otherwise as herein provided but in no event maturing in more than three years in the case of the 2015 Debt Service Reserve Fund Subaccount. The provisions of this Section shall not be construed to require the School District to maintain separate accounts for the funds created by this Section.
The Sinking Fund and the Reserve Fund, shall be segregated in a separate account but may be invested in the same manner as other funds of the School District but designated as a trust fund on the books and records of the School District. The Sinking Fund and Reserve Fund, shall not be available for any other purposes other than those specified in this Resolution and the Outstanding Bond Resolutions.
All income derived from such investments in the Revenue Fund shall be regarded as School Infrastructure Tax Revenues.
Investments shall at any time necessary be liquidated and the proceeds thereof applied to the purpose for which the respective fund or account was created.
The School District hereby covenants and agrees that no such investment shall ever be made so as to cause the interest on the Series 2015 Bonds to become taxable as “arbitrage bonds” pursuant to the provisions of Section 148 the Internal Revenue Code of 1986, as amended.
Section 9. Covenants of the School District. The School District hereby covenants and agrees with the owner or owners of the Series 2015 Bonds, or any of them, as follows:
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(a) The School District will administer, enforce and collect, or cause to be administered, enforced and collected, the School Infrastructure Tax Revenues and the School Infrastructure Tax and shall take all reasonable actions that may be permitted by law to collect delinquent payments or to cause delinquent payments to be collected in accordance with law.
(b) The School District will keep or cause to be kept books and records showing the proceeds of the School Infrastructure Tax Revenues, in which complete entries shall be made in accordance with standard principles of accounting, and any owner of any of the Bonds shall have the right at all reasonable times to inspect such books and records.
(c) The School District shall, to the extent permitted by law, defend the validity and legality of this Resolution, the School Infrastructure Tax and the School Infrastructure Tax Revenues against all claims, suits and proceedings which would diminish or impair the School Infrastructure Tax Revenues as security for the Bonds.
(d) The School District, acting by and through its officers, or otherwise, shall faithfully and punctually perform, or caused to be performed, all duties with respect to the School Infrastructure Tax required by the Constitution and laws of the State of Iowa and the various ordinances, resolutions and contracts of the School District, including, without limitation, the proper segregation of the proceeds of the Bonds and the School Infrastructure Tax Revenues and their application from time to time to the respective funds provided therefore.
(e) At any and all times the School District shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge, deliver and file or record all and every such further instruments, acts, deeds, conveyances, assignments, transfers, other documents and assurance as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming all and singular, the School Infrastructure Tax Revenues and other funds and accounts hereby pledged or assigned, or intended so to be, or which the School District may hereafter become bound to pledge or to assign, or as may be reasonable and required to carry out the purposes of this Resolution. The School District, acting by and through its officers, or otherwise, shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the School Infrastructure Tax Revenues and other funds and accounts pledged hereunder and all the rights and every owner of any of the Bonds against all claims and demands of all persons whomsoever.
(f) The School District, its officers, agents and employees, shall not take any action in such manner or to such extent as might prejudice the security for the payment of the Bonds according to the terms thereof. No contract shall be entered into nor any other action taken by which the rights of any registered owner of any Bond or other security payable from the School Infrastructure Tax Revenues might be prejudicially and materially impaired or diminished.
(g) Each School District officer or employee having custody of any School Infrastructure Tax Revenues, or responsible for their handling, shall be bonded at all times, which bond shall be conditioned upon the proper application of said moneys.
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(h) The Governing Body of the School District shall approve and conduct operations pursuant to a system budget of revenues and current expenses for each Fiscal Year. Such budget shall take into account revenues and current expenses during the current and last preceding Fiscal Years. Copies of such budget and any amendments thereto shall be mailed to the Lender and to the Bondholders upon request.
(i) The Governing Body of the School District shall not take any action with respect to the School District’s current Revenue Purpose Statement which would impair the ability or authority of the School District to apply School Infrastructure Tax Revenues to the payments of principal and interest on the Bonds and Parity Bonds.
Notwithstanding anything in this Section to the contrary, none of the foregoing covenants of the School District with respect to the School Infrastructure Tax Revenues shall obligate the School District to undertake or perform any duty, task or obligation to be performed by the State of Iowa or a county or its Board of Supervisors under the terms of the Act or other provision of the Code of Iowa, as from time to time amended.
Section 10. Remedies of Bondholders. Except as herein expressly limited the holder or holders of the Bonds and Parity Bonds shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Bonds and interest thereon, and of the pledge of the revenues made hereunder, and of all covenants of the School District hereunder.
The failure by the School District to observe or perform any covenant, condition or agreement on its part contained in this Resolution or the Bonds shall constitute an event of default (an “Event of Default”) hereunder. If such Event of Default is not cured within ten days, with respect to an Event of Default relating to a failure to pay principal or interest when due, or within thirty days after receipt by the School District of a notice from the Lender of such Event of Default, with respect to any other Event of Default, the Tax Exempt Rate shall increase to the 4.00% and the Taxable Rate shall increase to ___%, as applicable, until the Event of Default is cured.
Upon an occurrence of a Determination of Taxability, the School District shall, with respect to future interest payments, begin making payments relating to the Bonds calculated at the Taxable Rate. As set forth in the Bonds, the School District shall make immediately a payment to the Lender equal to the difference between the (i) the amounts actually paid at the Tax Exempt Rate during the period between the Date of Taxability and the date of receipt of notice of the Determination of Taxability and (ii) the amounts that would have been payable at the Taxable Rate due during such period, together with the amount of interest and penalties, if any, incurred by the Lender as a result of such change in tax exempt status.
Section 11. Prior Lien and Parity Bonds; Subordinate Obligations. The School District will issue no notes, bonds or other obligations of any kind or nature payable from or
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enjoying a lien or claim on the School Infrastructure Tax Revenues having priority over the Series 2015 Bonds, the Outstanding Bonds or any other Parity Bonds.
Additional Bonds may be issued on a parity and equality of rank with the Series 2015 Bonds, the Outstanding Bonds and any Parity Bonds with respect to the lien and claim of such Additional Bonds to the School Infrastructure Tax Revenues and the money on deposit in the funds adopted by this Resolution, for the following purposes and under the following conditions, but not otherwise:
(a) For the purpose of refunding any of the Series 2015 Bonds, the Outstanding Bonds or Parity Bonds outstanding so long as the refunding is an Economic Refunding, without complying with subsection (b) below; or
(b) For the purpose of refunding any Series 2015 Bonds, the Outstanding Bonds or Parity Bonds outstanding, or for other lawful purposes, provided that before any such Additional Bonds ranking on a parity are issued, there will have been procured and filed with the Secretary, a statement of an Independent Auditor reciting the opinion based upon necessary investigations that the School Infrastructure Tax Revenues for the preceding Fiscal Year (with adjustments as hereinafter provided) were equal to at least 1.20 times the maximum amount that will be required in any Fiscal Year for the payment of both principal of and interest on all Series 2015 Bonds, Outstanding Bonds and Parity Bonds then outstanding which are payable from the School Infrastructure Tax Revenues and the Additional Bonds then proposed to be issued.
For the purpose of determining the School Infrastructure Tax Revenues for the preceding Fiscal Year as aforesaid, the amount of the revenues for such year may be adjusted so as to reflect any changes in the amount of such revenues which would have resulted had the School Infrastructure Tax or any revision of the rate of the School Infrastructure Tax been in effect during all of such preceding Fiscal Year. For this purpose, current projections of School Infrastructure Tax Revenues of the State of Iowa may be treated as if such projections had been in effect for the preceding Fiscal Year.
For the purposes of this Section, principal and interest falling due on the first day of a Fiscal Year shall be deemed a requirement of the immediately preceding Fiscal Year.
Nothing in this Section shall prohibit or restrict the right of the School District to issue additional revenue bonds or other revenue obligations without meeting the requirements in paragraphs (a) or (b) above and to provide that the principal of and interest on said revenue bonds or obligations shall be payable out of the School Infrastructure Tax Revenues, provided that such additional revenue bonds or obligations shall be junior and subordinate to the Series 2015 Bonds.
Section 12. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the School District and the owners of the Bonds as may from time to time be outstanding, and after the issuance of the Series 2015 Bonds, no change, variation or alteration of any kind of the provisions of this Resolution shall be made except as provided in Section 13 and
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Section 14, until such time as all of the Bonds and the interest due there shall have been satisfied and discharged as provided in this Resolution.
Section 13. Amendment of Resolution without Consent. For any one or more of the following purposes, without the consent of or notice to the owners of the Bonds or any Parity Bonds, and at any time or from time to time this Resolution may be amended, modified or supplemented by the School District:
(a) to cure any ambiguity or formal defect or omission in this Resolution;
(b) to grant to or confer for the benefit of the owners of the Bonds any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the owners of the Bonds;
(c) to assign and pledge under this Resolution additional revenues, properties or collateral as permitted by law;
(d) to modify, amend or supplement this Resolution in such manner as to permit continued compliance with the provisions of the Internal Revenue Code in order to maintain the tax exempt status of the Bonds;
(e) to provide for the issuance or incurrence of Parity Bonds; and
(f) to make any other change that does not materially adversely affect the rights of any of the owners of the Bonds.
Section 14. Amendment of Resolution Requiring Consent. In addition to amendments to this Resolution authorized by Section 13 hereof, this Resolution may be amended from time to time if such amendment shall have been consented to by the holders of not less than two-thirds in principal amount of the Bonds at any time outstanding, but this Resolution may not be so amended without the consent of the holders of 100% in principal amount of the Bonds at the time outstanding in such manner as to:
(a) Make any change in the maturity or interest rate of the Bonds, or modify the terms of payment of principal of or interest on the Bonds or any of them or impose any conditions with respect to such payments;
(b) Materially affect the rights of the holders of less than all of the Bonds then outstanding; and
(c) Reduce the percentage of the principal amount of the Bonds.
Whenever the School District shall propose to amend or modify this Resolution under the provisions of this section, it shall cause notice of the proposed amendment to be mailed to each of the owners of the Bonds at the addresses appearing on the registration books of the School
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District held by the Bond Registrar and also to the Lender. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory resolution is on file in the office of the Board Secretary.
If the owners of not less than two-thirds in aggregate principal amount of the Series 2015 Bonds outstanding at the time of the adoption of such amendatory resolution shall have consented to and approved the adoption thereof as herein provided, no owner of any Series 2015 Bonds shall have any right or interest to object to the adoption of such amendatory resolution or to object to any of the terms or provisions therein contained or to the operation thereof or to enjoin or restrain the School District from taking any action pursuant to the provisions thereof.
Any consent given by the owners of a Series 2015 Bond pursuant to the provisions of this section shall be irrevocable for a period of six (6) months from the date of such consent and shall be conclusive and binding upon all future owners of the same Series 2015 Bond during such period. Such consent may be revoked at any time after six (6) months from the date of such consent by the owner who gave such consent or by a successor in title, but such revocation shall not be effective if the owners of not less than two-thirds in aggregate principal amount of the Series 2015 Bonds outstanding as in this section defined, shall have, prior to the attempted revocation, consented to and approved the amendatory resolution referred to in such revocation.
The fact and date of the execution of any instrument under the provisions of this section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction, that the persons signing such instrument acknowledged before such officer the execution thereof, or may be proved by an affidavit of a witness to such execution sworn to before such officer.
Section 15. Tax Exemption. It is the intention of the School District that interest on the Series 2015 Bonds be and remain excluded from gross income for federal income tax purposes pursuant to the appropriate provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations in effect with respect thereto (all of the foregoing herein referred to as the “Internal Revenue Code”). In furtherance thereof the School District covenants to comply with the provisions of the Internal Revenue Code as they may from time to time be in effect or amended and further covenants to comply with applicable future laws, regulations, published rulings and court decisions as may be necessary to insure that the interest on the Series 2015 Bonds will remain excluded from gross income for federal income tax purposes. Any and all of the officers of the School District are hereby authorized and directed to take any and all actions as may be necessary to comply with the covenants herein contained.
Section 16. No Continuing Disclosure. The Securities and Exchange Commission (the “SEC”) has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (the “Rule”) that make it unlawful for an underwriter to participate in the primary offering of municipal securities in a principal amount of $1,000,000 or more unless, before submitting a bid or entering into a purchase contract for the bonds, it has reasonably determined that the issuer or an obligated person has undertaken in writing for the benefit of the bondholders to provide certain disclosure information to prescribed information
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repositories on a continuing basis or unless and to the extent the offering is exempt from the requirements of the Rule because the issue is issuable in minimum denominations of $100,000 (subject to certain qualifications regarding deep discount securities) and (i) are sold in a limited private placement; or (ii) have a maturity of nine months or less; or (iii) are subject to tender at par at the option of the holder at least every nine months.
The Series 2015 Bonds are being issued in minimum denominations of $100,000 and are being sold in a limited private placement. Consequently, this School District hereby finds that the Rule is inapplicable to the Series 2015 Bonds.
Section 17. Disposition of Bond Proceeds; Arbitrage Not Permitted. The School
District certifies and covenants with the holders of the Series 2015 Bonds from time to time outstanding that the School District, through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the tax certificate, which tax certificate shall constitute a part of the contract between the School District and the owners of the Series 2015 Bonds; (c) consult with bond counsel as necessary to comply with the provisions of this Resolution; (d) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Series 2015 Bonds; (e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the School District in such compliance.
Section 18. Discharge and Satisfaction. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Bonds, or any of them, in any one or more of the following ways:
(a) By paying the Bonds when the same shall become due and payable; or
(b) By depositing in trust with the Board Secretary or Treasurer or a corporate trustee designated by the School District for the payment of the Bonds and irrevocably appropriated exclusively to that purpose an amount in cash or direct obligations of the United States the maturities and income of which shall be sufficient to retire at maturity, or by redemption prior to maturity on a designated date upon which the Bonds may be redeemed, all of the Bonds outstanding at the time, together with the interest thereon to maturity or to the designated redemption date, premiums thereon, if any, that may be payable on the redemption of all the Bonds to be redeemed and notice of redemption of the Bonds shall have been previously given as provided herein.
Upon such payment or deposit of money or securities provided by this section, all liability of the School District with respect to the redeemed, prepaid or defeased Bonds shall cease, determine and be completely discharged, and the holders thereof shall be entitled only to payment out of the money or securities so deposited. The sufficiency of the money or securities so deposited shall be verified by an independent financial consultant or independent certified
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public accountant, unless the full redemption price is so deposited (or gross funded) pursuant to this section.
Notwithstanding anything in this Section 18 to the contrary, if the amount held in such deposit shall at any time be insufficient for any reason to pay the principal and interest on the Series 2015 Bonds when due as provided in this Section 18, the School District shall immediately deposit the amount of any such shortfall as provided herein on or prior to the applicable due date.
Section 19. Execution of Documents. The President and the Board Secretary are hereby authorized to execute and deliver any and all agreements, documents and instruments required related to the issuance of the Series 2015 Bonds and to carry out the purposes set forth in this resolution, including but not limited to any tax certificates, closing certificates and purchase agreements.
Section 20. Severability. If any section, paragraph, clause or provision of this Resolution shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution.
Section 21. Conflicting Resolutions. All resolutions and orders or parts thereof in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed.
Section 22. Effective Date. This Resolution shall be in full force and effect immediately upon its adoption and approval, as provided by law.
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Passed and approved on May 11, 2015.
President, Board of Directors
Attest:
Board Secretary
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STATE OF IOWA COUNTY OF LINN SS: CEDAR RAPIDS COMMUNITY SCHOOL DISTRICT
I, the undersigned Board Secretary of the Cedar Rapids Community School District, do hereby certify that the above and foregoing is a true and correct copy of the minutes of a meeting of the Board of the School District, held as therein shown, including a true and correct copy of the resolution providing for the sale and issuance of $56,924,000 School Infrastructure Sales, Services and Use Tax Revenue Refunding Bonds, Series 2015.
I further certify that no appeal has been taken to the District Court from the decision of the Board of Directors to issue the Series 2015 Bonds.
WITNESS MY HAND this ____ day of May, 2015.
Board Secretary
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STATE OF IOWA COUNTY OF LINN SS: CEDAR RAPIDS COMMUNITY SCHOOL DISTRICT
I, the undersigned Board Secretary of the Cedar Rapids Community School District, do hereby certify that there is not pending or threatened any question or litigation whatsoever touching the legality or enforceability of the School Infrastructure Tax and that there are no Bonds or other obligations of any kind now outstanding which are payable from or constitute a lien upon the School Infrastructure Tax Revenues to be received by the School District, except for the School District’s (1) present issue of School Infrastructure Sales, Services and Use Tax Revenue Refunding Bonds, Series 2015, (2) School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2010, (3) Taxable School Infrastructure Sales, Services and Use Tax Revenue Bonds (Qualified School Construction Bonds – Direct Pay), Series 2010, (4) School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2011, (5) School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2012 and (6) School Infrastructure Sales, Services and Use Tax Revenue Bonds, Series 2014.
WITNESS MY HAND this _____ day of May, 2015.
Board Secretary
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INDEX OF BOND TRANSCRIPT
Cedar Rapids Community School District
$__________ School Infrastructure Sales, Services and Use Tax Revenue Refunding Bonds, Series 2015
Closing Date: _____________, 2015
PARTIES:
Issuer: Cedar Rapids Community School District
Placement Agent: Piper Jaffray & Co. Des Moines, Iowa Purchaser: Regions Capital Advantage, Inc.
Birmingham, Alabama Purchaser’s Counsel: McGuire Woods LLP Houston, Texas Registrar/Paying Agent: Regions Bank Clayton, Missouri Escrow Agent: Bankers Trust Company
Des Moines, Iowa
Bond Counsel: Dorsey & Whitney LLP Des Moines, Iowa
BASIC DOCUMENTS:
1. School District resolution and minutes providing for the issuance of the Series 2015 Bonds.
2. Election and Revenue Purpose Statement Documents.
3. Specimen Bond; Certificate of Authentication.
4. Escrow Agreement with Verification Report related to Refunded Bonds.
5. Tax Exemption Certificate of the School District.
6. Certificate of the Purchaser.
7. Certificate of the Placement Agent.
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8. Registrar and Paying Agent and Escrow Agreement Related to the Series 2015 Bonds.
9. IRS 8038-G filing form.
10. Bond Counsel Opinion.
11. Parity Statement.
Copies of Transcripts:
School District Bond Counsel Purchaser Purchaser’s Counsel Placement Agent Regisrar and Paying Agent Escrow Agent
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4/9/2015
Bank ResponseAZ Business Bank will consider portion but has an 8 yr max avg life BAML would pursue a 10 yr max final deal Bankers Trust $25mm - A - 2.45% / B - $3.45% Capital One 3.28% - combined A & B scenario, shave 10 bps for non-callable CRBT could help with $5-10mm, has a higher yield bogey, doesn't want to give up too much on early redemption Key Government Finance strugglign with credit temporarily, could take a run at a shorter series but would need some time MidWestOne call back if small balance needed, not much appetite currenlty Ohnward Bancshares call back if small balance needed Pinnacle Public Finance call back if balance needed, would like to keep under $15mm, needs some amortizaiton on front end Regions Bank A - 2.34% Western Alliance Bank indication 3.60% - series B - $20mm
U.S. Bank Pass – 5 yr max finalBank of the West pass - 10 yr max final BBVA Compass pass - need guidance on appetite for IA muni deals Great Western Bank pass - can't hit target rates Hills Bank & Trust pass - no feedback JPMC pass - term doesn't work, they're only comfortable with 5 yrs NBH pass - back weighted amort Wells Fargo pass – 5 yr max finalZions Bank pass - they like $10mm max
List of Bank responding to the CRCSD refinancing issue
BA-15-491.1-32
Board Meeting: Monday, May 11, 2015
BOARD GOVERNANCE BA-15-011/08 Policy Manual – Review and Revision– Procedure 202.4a “Conflict of Interest – Board
Appointed Committees”, Regulation 202.12 “Board-Superintendent Relationship”, Regulation 204.3 “Lifetime Pass”, Policy 208 “Shared-Decision Making”, Regulation 606.1 “Wellness Regulation”, Proposed Procedure 610.1a “Snacks – Nutritional Guidelines”, and Proposed Procedure 610.1b “Wellness Fundraising Guidelines” (Dave Benson/Laurel Day)
Exhibit: BA-15-011/08.1-11
Information Item Pertinent Fact(s): 1. The Board of Education reviews policies, regulations and procedures at least once every five
years.
2. Board approval is required for all policies. Administrative regulations and procedures do not require Board approval.
3. The agenda item includes a policy, regulations and procedures that have been reviewed by the
Policy Review Committee and the Superintendent’s Cabinet. In addition, there are two proposed procedures new to the Policy Manual. Most proposed revisions are based on changes to state and federal law, current District practice, and to keep the District’s Policy Manual up-to-date as required by Iowa Code. The Policy Review Committee utilizes legal and policy services provided by the Iowa Association of School Boards, National Association of School Boards, Iowa School Finance Information Services, including policy primer and on-line sample policy documents. Guidance from District Legal Counsel is sought, as needed.
Procedure 202.4a “Conflict of Interest – Board Appointed Committees” Regulation 202.12 “Board-Superintendent Relationship” Regulation 204.3 “Lifetime Pass” Policy 208 “Shared-Decision Making” Regulation 606.1 “Wellness Regulation” Proposed Procedure 610.1a “Snacks – Nutritional Guidelines” Proposed Procedure 610.1b “Wellness Fundraising Guidelines”
Procedure 202.4a
Conflict of Interest – Board-Appointed Committees
Members of Board-appointed committees must be able to make recommendations objectively. It is the responsibility
of each committee member to be aware of an actual or potential conflict of interest. It is also the responsibility of each
committee member to take the action necessary to eliminate such a conflict of interest. Should a conflict of interest
arise, a committee member should not participate in any action relating to the issue from which the conflict arose. A
Board-appointed committee member shall disclose and abstain from discussing or voting on any item that may be a
potential conflict of interest.
Each Board-appointed committee member shall sign a “Conflict of Interest Disclosure” form at the first committee
meeting of the fiscal year. The disclosure form will be maintained by the appropriate District Office.
Conflicts of Interest would include but not necessarily be limited to the following:
Receiving direct or indirect compensation from the District, unless exempted in this regulation, for anything
other than reimbursement of actual and necessary expenses, including travel, incurred in the performance of
official duties.
Acting as an agent for a school textbook or school supply company, or for a company which provides any
other goods or services which does business with the District during the committee member's term of office.
Conducting District business with the spouse of a committee member during the term of the committee
member.
Engaging directly or indirectly (through a committee member personally or committee member’s immediate
family members) in any outside employment or activity which is in conflict with the committee member's
official duties and responsibilities. (See definition of immediate family below.)
Committee member’s personal or spouse/child’s ownership of or employment by an organization doing
business with the CRCSD. (Employment may not cause vacation of position yet requires disclosure on the
conflict of interest disclosure form.)
Generally, the following would NOT be considered a conflict of interest:
Participation in a contract that is a bond, note or other obligation of a school corporation if the contract is not
acquired directly from the school corporation, but is acquired in a transaction with a third party, who may or
may not be the original underwriter, purchaser, or obligee of the contract.
Participation in a contract in which a committee member has an interest solely by reason of employment if the
contract was made by competitive bid, in writing, publicly invited and opened, or if the affected committee
member’s remuneration for employment will not be directly affected as a result of the contract and duties of
employment do not involve any of the preparation or procurement of any part of the contract and the affected
committee member abstains from voting on the contract.
Receiving compensation from the District for contracts to purchase goods or services if the benefit to the
committee member does not exceed $2,500 in a fiscal year. A committee member shall disclose and abstain
from voting on any item that may be a potential conflict of interest.
BA-15-011/08.1
Proposed Procedure 202.4a
Page 2
(For purposes of this regulation, immediate family members include: one’s parents, step-parents, siblings, spouse,
children, step-children, foster children, in-laws, sibling in-laws, grandparents, great grandparents, step-great
grandparents, grandchildren, aunts, uncles, nieces, and nephews.)
In determining whether outside employment or activity of a committee member or a committee member’s immediate
family creates a conflict of interest, situations in which an unacceptable conflict of interest is deemed to exist include,
but are not limited to, any of the following:
(1) The outside employment or activity involves the use of the school District's time, facilities, equipment
and supplies or the use of the school District badge, uniform, business card or other evidence of office to
give the committee member or member of the committee member's immediate family an advantage or
pecuniary benefit that is not available to other members of the general public.
(2) The outside employment or activity involves the receipt of, promise of, or acceptance of more or other
consideration by the committee member or a member of the Committee member's immediate family from
anyone other than the state or the school District for the performance of any act that the Committee
member would be required or expected to perform as part of the Committee member's regular duties or
during the hours in which the Committee member performs service or work for the school District.
(3) The outside employment or activity is subject to the official control, inspection, review, audit, or
enforcement authority of the Committee member, during the performance of the Committee member's
duties of office or employment.
If the outside employment or activity is employment or activity in (1) or (2) above, the Committee member must cease
the employment of or activity. If the activity or employment falls under (3), then the Committee member must:
Cease the outside employment or activity; or,
Publicly disclose the existence of the conflict and refrain from taking any official action or performing
any official duty that would detrimentally affect or create a benefit for the outside employment or
activity. Official action or official duty includes, but is not limited to, participating in any vote, taking
action to influence any vote, or providing any other official service or thing that is not available generally
to members of the public in order to further the interests of the outside employment or activity.)
Code of Iowa: §§ 39.1, .2, 68B, 71.1, 277.27, 279.7A 301.28 (200913)
1990 Op. Att'y Gen. 37
1988 Op. Att'y Gen. 21
1986 Op. Att'y Gen. 10
1984 Op. Att'y Gen. 23
1982 Op. Att'y Gen. 302
1978 Op. Att'y Gen. 295
1976 Op. Att'y Gen. 89
1974 Op. Att'y Gen. 137
1936 Op. Att'y Gen. 237
Approved: 09-13-10
BA-15-011/08.2
Regulation 202.12
Board-Superintendent Relationship
The citizens of the District elect a Board of Education, which is empowered by law with broad responsibility to
maintain a thorough and efficient system of public education. Chief among the Board's responsibilities is to employ a
Superintendent of Schools to function as executive officer and professional adviser to the Board. The interrelationship
of the Superintendent of Schools and the Board of Education is critical to strong and effective leadership of the
District.
As chief officer and professional adviser, the Superintendent of Schools is directly responsible to the Board of
Education to execute its policies and decisions consistent with legal requirements and ethical standards of the
profession.
To further facilitate the role relationship between the Superintendent and the Board, the following additional
responsibilities are established in the spirit of team management:
BOARD SUPERINTENDENT
1) to select a competent educational 1) to provide educational leadership and
leader as superintendent effectively administer the school system
2) to exercise its role as a policy 2) to make recommendations for policy,
making body and judge the formulate and enforce policy, and
effective implementation of these procedures to implement policy, and
policies provide evaluation data on policy and
program effectiveness
3) to delegate the administration of the 3) to make Board policy effective through
schools to the Superintendent and to provide efficient administration
to the Superintendent periodic written
evaluation of his/her performance through
an established evaluative process
4) to maintain a solemn commitment to 4) to keep the Board currently informed in all
be open minded, to read, to study, to areas pertaining to the operation of the
participate in in-service professional schools, and to participate in appropriate
learning activities, and to seek every in-service professional learning and leadership
opportunity to keep informed on all development activities
school matters
5) to maintain an table of organizational chart, 5) to be knowledgeable in organizational
recommended by the Superintendent, development, recommend appropriate
that provides personnel necessary personnel, and evaluate administrative
to carry out the expectations of performance consistent with the effective
the Board and to comply with legal implementation of Board policy and
mandates expectations, and with legal mandates
6) to adopt a budget necessary to 6) to recommend a budget that will expedite
support the educational goals the completion of the educational goals of the
of the District Board in the most efficient manner possible
BA-15-011/08.3
Regulation 202.12
Page 2
7) to function as a total Board 7) to deal with the Board as a whole rather
rather than as individuals than with individual members, exercising
a communications sounding Board through
the duly elected Board President
8) to formally communicate with 8) to provide for staff communication to the
members of the District staff Board through the Superintendent
through the Superintendent
9) to represent the total community 9) to maintain communications with the
and to function in a manner that community and to administer schools
underscores the fact that schools for the benefit of all students and
exist for the benefit of all the total District.
students.
Responsibilities of the Superintendent shall be enumerated more specifically in a job description, which, however,
shall not act to limit the broad authority and responsibilities of the office.
Approved: 06-27-83
Revised: 02-27-89
06-08-92
Reviewed: 09-25-95
Revised: 10-12-98
04-14-03
02-09-09
BA-15-011/08.4
Regulation 204.3
Lifetime Complimentary Passes
In order To demonstrate gratitude for all the time and service of members of the Board, all members will receive a
Lifetime Complimentary Pass for a guest and themselves to attend school activities. These Board member passes are
also to encourage attendance at all Cedar Rapids Community School activities.
Approved: 05-27-80
Reviewed: 03-13-89
Revised: 07-13-92
Reviewed: 09-25-95
10-12-98
Revised: 04-28-03
02-23-09
BA-15-011/08.5
Policy 208
SHARED COLLABORATIVE DECISION-MAKING PROCESS: POSITION STATEMENT
The Cedar Rapids School District believes that our students are best served when decisions that affect them are made
collaboratively by the individuals who are responsible for all aspects of their education.
The School Board empowers the District and its school communities to utilize a shared collaborative decision-making
process where decisions are made at the most appropriate level closest to the issue being addressed. Along with the
increased authority for making decisions comes increased responsibility. The collaborative decision-making process:
Includes individuals affected by the decision are part of the process.
The process to be Is efficient and sensitive to time demands.
The process to Acts on substantive issues in thoughtful ways and be supported by data and research
findings.
The process Includes strategies to mediate and resolve conflicts.
The intent of the process is Includes the establishment of a culture that results in high levels of risk-
taking, creativity, trust, ownership and commitment in alignment with community expectations and
District, state and federal restrictions.
Approved: 01-22-96
Reviewed: 10-12-98
04-28-03
02-23-09
BA-15-011/08.6
Regulation 610.1
Wellness Regulation
In order to implement the Wellness Policy, the District will:
Goal 1: Engage in nutrition promotion: provide nutrition education and a healthy eating environment.
A. Provide age-appropriate nutrition education that:
is offered as part of a comprehensive standards-based program designed to provide students with the
knowledge and skills necessary to promote and protect their health; promotes fruits, vegetables, whole
grain products, low-fat and fat-free dairy products, healthy food preparation methods and health-
enhancing nutrition practices; emphasizes caloric balance between food intake and physical activity;
links with meal programs and other foods and nutrition-related community services.
B. Provide a healthy eating environment that:
allows students to have at least 10 minutes to eat after sitting down for breakfast and 15 minutes after
sitting down for lunch; encourages not scheduling tutoring, club or organizational meetings or activities
during mealtimes unless students may eat during such activities; encourages scheduling lunch periods
to follow recess periods (in elementary schools); provides students access to hand washing or hand
sanitizing before they eat meals or snacks; recommends that children not be forced to eat or drink
against their wishes; and discourages students from sharing their foods or beverages with one another
during meal or snack times, given-concerns about sanitation, health related issues, and food allergies.
Goal 2: Provide physical activity that promotes wellness.
A. Provide physical activity that:
is based upon state/federal guidelines; includes at least 30 minutes daily at the elementary level; is
preferably through outdoor recess that encourages physical activity; discourages extended periods of
inactivity; and encourages classroom teachers to provide short physical activity breaks between lessons
or classes as appropriate; includes at least 120 minutes of physical activity during a 5-day week at the
secondary level.
B. Provide Require physical education that:
is designed for all students in grades K -12 for the entire school year; utilizes a wellness approach to the
physical education curriculum; is consistent with National Physical Education Standards; focuses on
health-related fitness; reinforces knowledge and self-management skills needed to maintain a
physically active lifestyle and to reduce time spent on sedentary activities; requires that students are
active during the majority of the time in physical education class; employs technology to monitor
physical activity; encourages and includes appropriate use of waivers and exemptions to physical
education at the secondary high school level.
C. Discourage use of physical activity as punishment/reward Ensure physical activity is not used for or
withheld as a punishment. Physical activity is valued for its benefits to health and academic achievement. Employees will not use
physical activity as a punishment (e.g., running laps, pushups) or repeatedly withhold opportunities for
physical activity (e.g., recess, physical education) as a punishment. Physical activity should not have to
be earned and oOpportunities for physical activity for all students should be encouraged promoted.
D. Physical activity opportunities before and after school
When appropriate, Bbefore and after school programs, should provide and encourage periods of
moderate to vigorous physical activity for all participants (e.g., child care programs, intramurals, clubs,
etc.)
BA-15-011/08.7
Regulation 610.1
Page 2
Goal 3: Promote wellness through other school based activities.
A. Health and wellness curriculum for students in grades K-12
Provide a health and wellness curriculum for students in grades K-12 and encourage students to take a
health and wellness course in grades 6, 7, and 8 and one trimester semester health and wellness course
in high school.
B. Staff health and wellness
Promote staff behaviors that encourage healthy eating, physical activity and other elements of a healthy
lifestyle.
C. Communication with Parents
Post nutrition tips on school web sites and provide nutrient analyses of school menus. Encourage
parents to pack healthy lunches and snacks and to refrain from including beverages and foods that do
not meet the District’s Recommended Nutritional Guidelines. Provide parents a list of foods that meet
the school district’s snack standards and ideas for healthy celebrations/parties and fundraising
activities. Provide information about physical education and other school-based physical activity
opportunities before, during and after the school day. Support parents’ efforts to provide their children
with opportunities to be physically active outside of school.
D. Food Marketing in Schools
Limit food and beverage marketing to the promotion of foods and beverages that meet the District’s
Recommended Nutritional Guidelines. Promote healthy foods including fruits, vegetables, whole
grains, and low-fat dairy products. Work with all suppliers of snacks and beverages not directly
associated with the district’s Food and Nutrition Program to restrict school-based marketing of brands
promoting predominantly low-nutrition foods and beverages.
Promote healthy foods, including fruits, vegetables, whole grains, and low-fat dairy products.
E. Fundraising Activities
Encourage fundraising activities that use foods that meet District’s Recommended Nutritional
Guidelines and promote physical activity. Fundraising activities that use foods/beverages must use
those that meet the District’s Nutritional Guidelines. Those activities that promote physical activity
are encouraged.
F. Foods and Beverages as Reward/Punishment
Discourage the use of fFoods or beverages should not be used as rewards for academic performance,
compliance, or good behavior. District employees will not withhold food or beverage (including food
served through meals) as a punishment.
G. Snacks and Celebrations
Encourage schools to use foods and beverages that meet the District Recommended Nutritional
Guidelines for snacks and celebrations. All foods and beverages offered and made available in schools
during the school day must meet the District Nutritional Guidelines. Celebrations or other events
involving food should not occur more than once per month.
H. Other School-Sponsored Events
Encourage Groups in the school community who offer foods and beverages for sale at school sponsored
events to should offer use only foods and beverages that meet District Recommended Nutritional
Guidelines. USDA rules apply during the school day, defined as the period from the midnight before
to 30 minutes after the end of the official school day.
BA-15-011/08.8
Regulation 610.1
Page 3
Implement District Nutritional Standards
Nutrition integrity is defined as a level of performance that assures foods available through the school meal programs
for children are consistent with recommended dietary allowances, National School Lunch and Breakfast meal pattern
requirements, and dietary guidelines and, when consumed, contribute to the development of lifelong, healthy eating
habits. Student preferences will be considered in menu planning in order to encourage students to consume a variety of
foods for maximum nutritional benefits. Meals will contain adequate calories and variety of foods to support growth,
development and healthy weight. Portion sizes shall be based on age and USDA meal pattern requirements.
Meals served through the National School Lunch and Breakfast Programs will:
Be appealing and attractive to children;
Be served in clean and pleasant settings;
Meet, at a minimum, nutrition requirements established by state and federal law;
Offer a variety of fruits and vegetables;
Serve only low-fat (1%) and fat-free milk
Ensure that half of the served grains are whole grain
Pricing strategy – designed to encourage students to purchase nutritious foods.
Guidelines for All Foods and Beverages Offered on Campus and for School Activities:
Foods and beverages sold individually outside the reimbursable meal program (including those sold through a la carte
lines, vending machines, student stores or fundraising activities) during the school day will meet nutrition standards as
required by state or federal law.
The sale of competitive foods, including foods of minimal nutritional value, may not occur one-half hour prior to,
during, or one-half hour after the meal shifts of food service programs unless permission has been granted by the
Manager of Food and Nutrition Department. (Board Regulation 902.2)
Food Safety
All foods made available on campus adhere to food safety and security guidelines.
All foods made available on campus comply with the state and local food safety and sanitation
regulations. Hazard Analysis Critical Control Points (HACCP) plans and guidelines are
implemented to prevent food illness in schools.
For the safety and security of the food and facility, access to the food service operations are limited
to child nutrition staff.
Measure Implementation of Wellness Policy
The Wellness Policy Committee will measure implementation of this policy. Members of the committee include:
Associate Deputy Superintendent – Office of Learning and Leadership
Executive Director of Business Services
Executive Director of Human Resources
Director of Student Services
Manager of Food and Nutrition
Physical Education and Health Education Curriculum Facilitator
Health Services Facilitator
Risk Specialist HR Specialist
Selected Community and District Representation
BA-15-011/08.9
Regulation 610.1
Page 4
Policy Review: To assist with the review of the school district’s wellness policy, each school will conduct
assessments of the school’s existing nutrition and physical activity environments and practice once every three years.
The results of those school-by-school assessments will be compiled at the school district level to identify and prioritize
needs in order to make necessary revisions to the policy and/or regulations.
Legal Reference: 281 Iowa Administrative Code (IAC) Chapter 12 Rules
Approved: 10-08-12
BA-15-011/08.10
Proposed Procedure 610.1a
Snacks – Nutritional Guidelines
It is the responsibility of each building to ensure all snacks meet District Nutritional Guidelines for foods and
beverages, including vending, a la carte, school stores, celebrations and fundraisers. This applies to all foods offered,
made available or sold during the school day, defined as the period from midnight before, to 30 minutes after the end
of the school day.
Each building shall do the following:
All foods offered in school must meet guidelines; either selected from healthy snack lists or determined to
meet guidelines using SMART Snack calculator.
Daily snacks in the classroom or those provided for brain-based learning activities are optional (allowed);
implementation determined at the discretion of individual building teams.
If food is brought from home to be shared, it should be prepackaged and prepared by vendor with the
exception of fruits and vegetables.
Foods provided that do not meet guidelines will not be served and will be returned to provider.
Recognize that provision of a snack is meant to fuel the student’s body and provides opportunity for
engaging in nutrition education and promotion.
Proposed Procedure 610.1b
Fundraising It is the responsibility of each building to discontinue using unhealthy foods for fundraisers. Each building must
ensure all snacks meet District Nutritional Guidelines for foods and beverages, including vending, a la carte, school
stores, celebrations and fundraisers. This applies to all foods offered, made available or sold during the school day,
defined as the period from midnight before, to 30 minutes after the end of the school day.
Each building shall determine a school-wide plan and do the following:
Include if/what healthy foods or non-food items/activities will be offered and how physical activity will
be promoted.
Consider that foods/beverages used as rewards for students participating in fundraising activities must
meet District Nutritional Guidelines.
The sale of competitive foods, including foods of minimal nutritional value, may not occur one-half hour
prior to, during, or one-half hour after the meal shifts of food service programs unless permission has
been granted by the Manager of Food and Nutrition Department. (Board Regulation 902.2)
This procedure will be communicated to parents/students/staff through student handbooks annually.
BA-15-011/08.11
Board Meeting: Monday, May 11, 2015
BOARD GOVERNANCE BA-15-492 Exempt Meeting – Discuss Strategy Sessions for Union and Non-Union Employee Groups (Dave Benson) Information Item Pertinent Fact(s):
The Board of Education may meet in an Exempt Meeting following the May 11, 2015 Board meeting for the purpose of discussing bargaining strategy and negotiations sessions for union and non-union employees. Exempt Meetings are not subject to the Open Meetings Law.
Board Meeting: Monday, May 11, 2015
SCHOOL BOARD CALENDAR
2015 - MAY Monday May 11 5:30 pm Board Regular Meeting ELSC, Board Room 2500 Edgewood Rd NW Wednesday May 27 7:00 PM Metro HS Graduation ELSC Cedar Conference Room Thursday May 28 7:00 PM Kennedy HS Graduation US Cellular Center Friday May 29 7:00 PM Washington HS Graduation US Cellular Center Saturday May 30 7:00 PM Jefferson HS Graduation US Cellular Center 2015 – JUNE Monday June 8 5:30 pm Board Regular Meeting ELSC, Board Room
2500 Edgewood Rd NW Monday June 22 5:30 pm Board Work Session & ELSC, Board Room Regular Meeting 2500 Edgewood Rd NW 2015 – JULY Monday July 13 5:30 pm Board Regular Meeting ELS, Board Room
2500 Edgewood Rd NW
Monday July 20 First Day of Classes Taylor Elementary Early Dismissal 2015– AUGUST Monday August 10 5:30 pm Board Regular Meeting ELS, Board Room
2500 Edgewood Rd NW Monday August 24 5:30 pm Board Work Session & ELS, Board Room
Board Meeting 2500 Edgewood Rd NW Monday August 24 First Day of Classes for CRCSD Students/Early Dismissal