.N;f:;lic Schools Agenda Regular Meeting Monday, March 28, 2016 6:00p.m.
Adrian Middle School 5 j 6 340 E. Church St. Adrian, MI 49221
A.
Call 1. 2. 3. 4. 5. 6.
B.
Recommended Action 1. Consent Agenda a.* Approval of Minutes from March 14, 2016, Regular Meeting b. Approval of Closed Session Minutes of March 14, 2016 (Hand Out) c.* Approval of Special Meeting Minutes March 21, 2016 d. Approval of Closed Session Minutes of March 21, 2016 (Hand Out) e. Personnel Report1. * Approval of Hire- Olivia Cagle, Head Start, Lenawee Medical Care 2.* Approval of Hire-Katee Koren, Head Start, Comstock
C.
to Order Pledge of Allegiance Approval of Agenda Mission Statement Prearranged Audience Participation Good News Reports Communications a. Boys and Girls Club Program Update b. AMS 5/6 School Improvement Update
2.
Business Requiring Board Action a.* Approval ofWi-Fi Vendor at AMS 7/8 b.* Approval of Athletico Contract c.* Approval of Revisions to Board Policy CCA, Adrian Public Schools Organizational Chart d.* Acceptance of Gifts from ASEF, Wilson Financial and The Meemic Foundation For The Future Of Education
3.
Business Requiring Future Board Action a.* First Reading of EduStaff contract
Reports from Superintendent and Starr Community Bond Forum Update Technology /Spanish Curriculum Update Dual Enrollment Opportunities Update Head Start Monthly Update
D.
Future Meetings and Business 1. Board Committee Reports 2. Board Member Comments 3. Meeting Dates & Upcoming Events March 31, 2016 Bond Informational Presentation, Adrian District Library April 1, 20 16 Last Day to Register to Vote at any APS Building April 11, 2016, BOE Meeting, 6:00p.m., AHS B100 April21, 2016, I.B. Personal Project Night, 5:00p.m. AHS Global Learning Center April 25, 2016, BOE Meeting, 6:00p.m. Lincoln Elementary, 158 S. Scott St. April28, 2016, Foundation Night, 6:30p.m. PAC April28, 2016, Joseph and The Amazing Technicolor Dreamcoat, PAC May 2, 2016, Last Day to Cast your Absentee Ballot May 3, 2016 Bond Election Day, 7:00 a.m.-8:00p.m.
E.
Non-arranged Audience Participation
F.
Closed Session AEA Negotiation Update
G.
Adjournment
*Denotes Exhibits In partnership with families and our community, Adrian Public Schools provides a quality education, challenging students to excel academically and inspiring them to become contributing citizens within our diverse, ever changing society.
MINUTES OF THE REGULAR MEETING OF THE ADRIAN BOARD OF EDUCATION, MONDAY, MARCH 14, 2016, ADRIAN HIGH SCHOOL, ROOM B100, 785 RIVERSIDE AVENUE, ADRIAN, Ml The meeting of the Adrian Board of Education was called to order by MEETING CALLED President Engle at 6:03 p.m. TO ORDER PRESENT: President Engle, Vice President Sheehan, Trustees, Ballard, Baucher, Bott, Henagan, and McDowell ABSENT:
None
Pledge of Allegiance was recited.
PLEDGE RECITED
Moved by Trustee Bott, supported by Vice President Sheehan, that the AGENDA Adrian Board of Education approve the agenda. APPROVED Motion carried by a 7-0 vote. MISSION
Trustee Bott recited the district's mission statement as a reminder of the STATEMENT purpose and direction of the district. Mike Ballard challenged everyone in attendance to get involved with the COMMUNICATIONS school bond and the Yes Committee. Dr. Ballard told the audience, "This bond is absolutely a need-based plan aimed at efficiency, effectiveness, safety, and security. We need to have the facilities to provide 21st century educational opportunities that answer 21st century challenges". Jenny Caris and Keira Carpenter, Senior Class Officers, told the board that the senior class was asked to vote on a gown for graduation. Jenny said that there will be 3 choices for graduation: all white, all blue or a blue/white combination. Mr. Behnke asked the girls to explain the feelings of the students with this option. Keira said, "I believe the students are O.K. with the idea. Everyone had a say and a choice. I think everyone was happy with the decision". Mr. Engle expressed his appreciation for the 3 officers that stepped up to ask for the meeting, prepare for the meeting and then come to the board with the results. The question was asked, "Does what I am saying even matter?" President Engle responded, "There are times when it may not matter and that is a reality of life, but there are a lot more times when it will matter. Your voice is strong and your presence is strong and you did make a difference". Sue Smith shared with the board results from the YMCA Maple Pride Program. The program started in September 2015, bringing afterschool sports into the four elementary schools. The program provides a positive, supportive environment to teach the fundamentals of an individual sport and healthy eating. This fall, soccer and cheerleading were offered with 103 students involved. The winter session offered basketball and floor hockey with 89 and 54, respectively, participating. This spring swim lessons and track & field will be offered. Ms. Smith thanked the board for allowing the YMCA access to the schools. She believes that without it the program would not be successful.
The board acknowledged the retirements of: Sheri Rausch, Prairie Administrative Assistant, 28 years, Judy Gurica, Prairie Paraprofessional, 20 years, Anita Marsh, Alexander/Michener Teacher, 44 years and Alice Chamberlain, Director of Human Resources, 4 years. The board also acknowledged the resignations of: Jennifer Centivany, Kevin Cislo, Carolyn Wyse, Cassie Turner, and Nicole Root. APPROVAL OF
Moved by Trustee Baucher, supported by Trustee Henagan, that the Adrian CONSENT AGENDA Board of Education approve the consent agenda. The Consent Agenda contained the following items: 1. Minutes of the February 22, 2016 Regular Meeting 2. Treasurer's Report ending February 29, 2016. Check register totaling $1,074,308.08 2. Personnel Report
1. Approval of Hire- Spring Coaches
Motion carried by a 7-0 vote. Moved by Trustee Baucher, supported by Vice President Sheehan, that the Adrian Board of Education approve Board Policy IKC, Honor Points AP. Current practice at the high school is to award students honor points for A.P. and I. B. courses. The policy does not reflect the current practice. Updating the policy will align policy and practice.
APPROVAL OF BOARD POLICY IKC
Motion carried by a 7-0 vote. Moved by Trustee Baucher, supported by Trustee Henagan, that the Adrian Board of Education approve Board Policy IKFC, College Credit. Derrick Richards explained that the current policy does not reflect the 2015-2016 Michigan Per Pupil Accounting Manual for Post-Secondary (Dual Enrollment) changes. The updated policy will give the Superintendent discretion for allowing students to take more than two courses in a semester/trimester which will align with the Michigan Per Pupil Accounting Manual. The policy will also address the possibility of transportation for college courses.
APPROVAL OF BOARD POLICY IKFC
Motion carried by a 7-0 vote. Moved by Trustee Ballard, supported by Trustee Batt, that the Adrian Board of Education accept donations from Bob Behnke, Adrian Steel Company, Anderson Development Company, the NEA Foundation, Adrian Noon Rotary, and individuals that gave to the Rex Willnow Memorial. Motion carried by a 7-0 vote.
ACCEPTANCE OF GIFTS
First Reading for Wi-Fi vendor at AMS 7/8 was held . Kathy Westfall FIRST READING explained that the district has received approval to complete the Wi-Fi FOR WI-FI VENDOR project at AMS 7/8 prior to the start of the 2016-17 fiscal year and still ATAMS 7/8 receive funding through eRate. The district is using Amerinet, the vendor that has completed the Wi-Fi in all other district buildings. The total project is $83 ,057, with a district cost of approximately $12 ,429. First Reading of Revisions to Board Policy CCA, Adrian Public Schools Organizational Chart was held. The policy has not been updated since 1999, and over the course of time, there have been many changes to the organizational structure of Adrian Public Schools. The organizational chart update includes a title change for the Chief Financial Officer to Assistant Superintendent. This title change includes the realignment of all Administrative Services, including Human Resources, reporting to the Assistant Superintendent, resulting in a clean distinction between Administrative Services and Instructional Leadership . First Reading of the Althletico contract was held. The district contracted with Accelerated Rehabilitation Centers in August of 2013 for athletic training services. The current contract expires in July of 2016. During the contract period, Athletico acquired Accelerated Rehabilitation , operating under the existing contract. Athletico has requested a three year contract. The rates continue to be significantly lower than the other bids received in 2013. Superintendent Behnke gave an update on the graduation rate at Adrian Public Schools. Adrian High School had a 94.85% graduation rate and the district had a graduation rate of 88.34%. This is above the State of Michigan average of 79 .79% and the county average of 87.12% . The board viewed a graph of the last four years graduation rates and were pleased to see that Adrian's graduation rate has increased from 66% to 88%. Trustee Baucher commented, "that this statistic reflects the goal of our Mission statement, to become contributing citizens within our diverse, ever changing society." Derrick Richards told the board that Adrian Virtual classes will be available for students three hours a day at the high school for the 20162017 school year. McKinley teachers will oversee the program and be available at the high school to answer questions and provide support to students a couple of times a week. Mr. Richards informed the board that Technology and Spanish are being introduced at the K-5 level for next year. Currently students don't have these classes in their curriculum . This promotes language acquisition in the early years, builds cultural links and honors heritage of our second largest ethnic group. Superintendent Behnke updated the board on the progress of the 5th grade enrollment options at Prairie and/or the 5/6 building. Letters were sent home to all current 4th graders asking parents to provide their 5th grade enrollment selection for next year. The letter asked parents to submit their enrollment selection by March 25, 2016 .
FIRST READING OF REVISIONS TO BOARD POLICY CCA
FIRST READING OF ATHLETICO CONTRACT
REPORTS FROM SUPERINTENDENT AND STAFF
Mr. Behnke presented the board with the outcome of the common county calendar survey. Mr. Behnke explained that currently Lenawee County has a common calendar for Winter and Spring Breaks, but beyond that it is left up to the individual districts. The concern with this type of calendar is the Tech students. Currently, of the 175 days students are enrolled at the Tech Center only 86 of those days are common among all the county schools. This makes it very difficult to run an effective program. The county superintendents have agreed that a more common county calendar needs to be devised. Superintendent Behnke said that there will be some challenges in agreeing with a county calendar and that the superintendents are still working on it. Mr. Behnke said that another question the survey addressed is the idea of a Pre-Labor Day start of school. Jackson County currently has this practice. However, with the results from the survey, there will not be a Pre-Labor Day start for Lenawee County students. Alice Chamberlain informed the board on the substitute teacher staffing company that Adrian will be using in the fall. The new company, Edustaff, provide the following benefits for Adrian: they offer classroom management training, more screening of the applicants, they don't charge the potential substitutes application fees, and they were very adaptable and accommodating in every area of concern we had. Alice told the board that the transition from PESG to Edustaff will occur by July 1, 2016. Vice President Sheehan reported that the Finance Committee had met and went through the draft of the 2016-17 budget. He reported that a few items went in our favor. "We had a little less spending and a little more money from the ISO" and "those things together put us closer to our break even objective than when we started the year". The budget looks better than in December and that is encouraging. Trustee Baucher informed the board that Mr. Petterson gave a presentation on the Alexander Focus School Report and the progress that is being made. They are adjusting their delivery based on immediate results. They have made changes this year in an attempt to better educate our students. President Engle reiterated that he wanted to commend the senior class officers for owning their graduation, for being a part of it, and showing leadership. Trustee Batt added, "that he was embarrassed by the boards planning." Although the subject had been looked at previously by the board "to the students it looked like it was sprung on them the last couple of months of their high school career." Mr. Batt said, "as we look forward to other changes, hopefully we will look at them a little sooner, say September rather than in March." Trustee Baucher said, "there is a theme that the current administration and hopefully the board is a part of and that is our ability to listen to
FINANCE COMMITIEE REPORT
CURRICULUM COMMITIEE REPORT
BOARD MEMBER COMMENTS
feedback and react to it. When we look at the bond and this graduation issue we listened and we actively sought feedback and reacted to it. And it appears to have a positive feedback. That is what the organization needs to do; listen and act appropriately. We need to be deliberate to set ourselves up as a district that listens and then acts appropriately". Lisa Wilkie- told the board that the Maple Blues Blast was a successful night of fun and fund raising. She believed that the new venue was a great success. Lisa thanked everyone that participated for their help. Jeff Condon- agreed with Lisa Wilkie regarding the venue being a nice change. Jeff also said that he noticed a lot of diversity of people at the event. "It was nice to see different faces participating".
NON-ARRANGED AUDIENCE PARTICIPATION
Moved by Trustee Baucher, supported by Trustee Ballard, that the Adrian Board of Education adjourn to closed session at 7:21 p.m. for the purpose of AEA negotiation update. ADJOURN TO CLOSED SESSION
ROLL CALL VOTE: Yeas: President Engle, Vice President Sheehan, Trustees, Ballard, Baucher, Bott, Henagan, and McDowell Nays: none Motion carried by a 7-0 vote. Moved by Trustee Bott, supported by Trustee Ballard that the Adrian Board of Education return to regular session at 7:49 p.m.
RETURN TO REGULAR SESSION
ROLL CALL VOTE: Yeas: President Engle, Vice President Sheehan, Trustees, Ballard, Baucher, Bott, Henagan, and McDowell Nays: none Motion carried by a 7-0 vote. There being no further business, a motion made by Trustee Bott supported by Trustee Ballard, that the meeting be adjourned. Motion carried by a 7-0 vote. The meeting adjourned at 7:50p.m.
MEETING ADJOURNED
Edward J. Engle Ill, President
Janet McDowell, Secretary
MINUTES OF THE SPECIAL MEETING OF THE ADRIAN BOARD OF EDUCATION, MONDAY, MARCH 21, 2016, ADRIAN HIGH SCHOOL, ADMINISTRATIVE OFFICES, 785 RIVERSIDE AVENUE, ADRIAN, M149221 The special meeting of the Adrian Board of Education was called to order by President Engle at 6:00 p.m.
MEETING CALLED TO ORDER
PRESENT: President Engle, Vice President Sheehan, Trustees: Ballard, Baucher, Henagan, and McDowell ABSENT:
Trustee Bott
Pledge of Allegiance was recited.
PLEDGE RECITED
Moved by Trustee Ballard, supported by Vice President Sheehan, that the Adrian Board of Education approve the agenda. Motion carried by a 6-0 vote.
AGENDA
President Engle asked those in attendance to take a moment for reflection to consider what our part was in the mission of Adrian Public Schools. Moved by Vice President Sheehan, supported by Trustee Henagan, that the Adrian Board of Education adjourn to closed session at 6:03 p.m. for the purpose of AEA negotiation update.
APPROVED MISSION STATEMENT ADJOURN TO CLOSED SESSION
ROLL CALL VOTE:
Yeas: President Engle, Vice President Sheehan, Trustees, Ballard, Baucher, Henagan, and McDowell Nays: none Motion carried by a unanimous vote. Moved by Trustee Baucher, supported by Trustee Ballard, that the Adrian Board of Education return to regular session at 6:25 p.m.
RETURN TO REGULAR SESSION
ROLL CALL VOTE:
Yeas: President Engle, Vice President Sheehan, Trustees, Ballard, Baucher, Henagan, and McDowell Nays: none Motion carried by a 6-0 vote. Superintendent Behnke shared with the board a Facebook comment he received from the local Hispanic group praising Adrian Public Schools for the wonderful things they are doing in the local community.
SUPERINTENDENT REPORT
There being no further business, a motion was made by Trustee Baucher, supported by Vice President Sheehan, that the meeting be adjourned.
MEETING ADJOURNED
Motion carried by a 6-0 vote. The meeting adjourned at 6:25p.m.
Edward J. Engle, Ill, President
Janet McDowell, Secretary
EXECUTIVE SUMMARY DATE: March 28, 2016
CONTACT PERSON: Alice Chamberlain
PURPOSE To recommend the hiring of a Head Start Teacher at Lenawee Medical Care Facility.
EXPLANATION: David Bull and his interview team recommend Olivia Cagle as a Head Start Teacher. Ms. Cagle has a Bachelor's Degree in Early Childhood Education from Western Michigan University and has several years of experience.
RECOMMENDATION: It is the recommendation of the Director of Human Resources that Olivia Cagle be hired as a Head Start Teacher at BA, Step 1 of the negotiated salary schedule effective March 21, 2016.
EXECUTIVE SUMMARY DATE: March 28, 2016
CONTACT PERSON: Alice Chamberlain
PURPOSE To recommend the hiring of a Head Start Nutrition Assistant at Comstock.
EXPLANATION: David Bull and his interview team recommend Katee Koren as Nutrition Assistant. Ms. Koren has an Associate's Degree from Monroe Community College.
RECOMMENDATION: It is the recommendation of the Director of Human Resources that Katee Koren be hired as a Nutrition Assistant, Step 1 of the salary schedule effective March 21' 2016.
EXECUTIVE SUMMARY DATE: March 28, 2016
CONTACT PERSON: Kathy Westfall
PURPOSE To approve the Wi-Fi bid for AMS 7/8.
EXPLANATION: The district has received approval to complete the Wi-Fi project at AMS 7/8 prior to the start of the 2016-17 fiscal year and still receive funding through eRate. The work is tentatively scheduled to be started over spring break, pending board approval. The district is using Amerinet, the vendor that has completed the Wi-Fi in all other district buildings. The district receives approximately 85% of the funding from the USAC. The total project is $83,057, with a district cost of approximately $12,459.
RECOMMENDATION: It is the recommendation of the Chief Financial Officer that the Adrian Board of Education approve the bid from Amerinet for Wi-Fi at AMS 7/8.
Adrian Pubiic 5chools ~ E-rate ~id Application Number:,-160019407 SPIN Number: To:
From:
Oliver Wendt Jr.
PauiLaurio
Adrian Public Schools
AmeriNet
785 Riverside Ave
1241 S. Maple Rd.
Adrian, Ml49221
Ann Arbor, Ml 48103
517.264.6653
Phone:734-99~1233
[email protected]
[email protected]
Summary $83,057.48
Total Amount: Shipping Method: Payment Terms:
Quote ID:
QU0-08630-X3W7
Date:
02/12/2016
Net30
Details Quantity
Price
SubTotal
AP230, Indoor plenum rated, 2 radio 3x3:3 802.11a/b/g/n, 2 10/100/1000, USB, FCC regulatory domain, without power supply (Internal Antenna only)
49.00
$575.28
$28,188.72
hiveManager Online or hlveManager NG for one AP230 for one year, Includes 24x7 phone (Select) support, software subscription, and customer portal access for EDU customers only
49.00
$66.24
$3,245.76
AmeriNet E·Rate SPIN NUMBER ·143004987
1.00
$0.00
$0.00
)Product ID
Product
AP230 HMOL1
!Service SPIN NUMBER Post Survey
POSt site survey a~AP Installation is oompfeted.
49.00
$55.00
$2,695.00
cabling and installation
Price to indude labor and ma rial for adding 48 data locations and hanging the WAP's for the APS 5/6 building.
1.00
$27,000.00
$27,000.00
2920-48GPOE+ SWCH
Managed Switch 44x 10/100/1000, 4x Gigabit SFP, ARM 625MHz Processor, PoE+
8.00
$2,741.00
$21,928.00 $83,057.48
Thank you for the opp~rtUnity _to quote these products. Please n~te: Pri~es quoted are valid for 30 days. Applicable taxes and · shipping charges are additional. Returns or cancellation of order(s) may be subject to a fee. We look forward to hi!dpi!1g you in the · · · ·future. · · · ·· ·
EXECUTIVE SUMMARY DATE: March 28, 2016
CONTACT PERSON: Kathy Westfall
PURPOSE To approve the Athletico contract.
EXPLANATION: The district contracted with Accelerated Rehabilitation Centers in August of 2013 for athletic training services. The current contract expires in July of 2016. During this contract period, Athletico acquired Accelerated Rehabilitation, operating under the existing contract for the same rate of $35,000 per year. Athletico has requested a three year contract, with the following rates, beginning with the 2016-17 school year: $35,100, $36,153 and $37,236 respectively. These rates continue to be significantly lower than the other bids received in 2013.
RECOMMENDATION: It is the recommendation of the Chief Financial Officer that the Adrian Board of Education approve the Athletico Agreement, and authorize the Chief Financial Officer to sign the agreement.
ATHLETICO I'HYSICAL THERAPY
Athletico Management, LLC. Agreement to Provide Athletic Training Services This agreement to provide athletic training services (this "Agreementj is made and entered into as of this January 11, 2016 between Athletico Management, LLC. ("Athletico") and the Adrian High School ("Client"). PreliminarY Recitals 1. Athletico has established a program whereby a Certified Athletic Trainer, who is licensed under the Michigan athletic training practice act, shall provide athletic training services to ·cuenr. 2. Client is located at Adrian High School Kathy Westfall, CFO 785 Riverside Ave., Suite t1, Adrian, Ml 49221 517·2~7
3.
[email protected] Client desires to engage Athletico as an independent contractor for the purpose of providing athletic training services to Client, all on the terms and subject to the conditions as set forth in this agreement.
NOW, THEREFORE, the parties hereto hereby AGREE as follows: 1. Preamble: Preliminary Recitals. The preamble and preliminary recitals set forth above are hereby incorporated in and made a part of this Agreement. 2.
3.
Engaaeroent. Client hereby engages Athletico to provide athletic training services to Client on the terms and subject to the conditions set forth in this Agreement. a. Services hereunder shall consist of the following: See Exhibit A b. The athletic training services hereunder shall in no way be considered a substitute for the services of a physician. The athletic training services contracted for hereunder shall not involve the practice of medicine as regulated by the Michigan Department of Licensing and Regulatory Affairs. Services provided by Athletico hereunder are regulated by the Michigan Department of Licensing and Regulatory Affairs under the Michigan athletic training practice act. c. It is hereby agreed that Athletico shall perform its services solely under the direction and control of the Client and its trainers, physicians and agents. In no event shaD Athletico be liable to Client for any incidental or consequential damages claimed to have arisen under or relating to the Agreement. Comoensatjon. In compensation for Athletico's services under this Agreement, Client shall pay Athletlco the sum of $35,100 for
the 2016-17 school year, $36,153 for the 2017-18 school year, $37,236 for the 2018-19 school year for all services to be described in Section 2 hereof be provided from August 1, 2016 through July 31, 2019. The $108,489 amount shall be payable in installments as follows:
a. b. c.
2016-17: $35,100 First Installment: Second Installment: Third Installment:
Due September 1, 2016 Due December 1, 2016 Due March 1, 2017
2017-18: $36,153 First Installment: Second Installment: Third Installment:
Due September 1, 2017 Due December 1, 2017 Due March 1, 2018
2018-19: $37,236 First Installment: Second Installment: Third Installment:
Due September 1, 2018 Due December 1, 2018 Due March 1, 2019
= =
= =
=
=
$11,700 $11,700 $11,700 $12,051 $12,051 $12,051 $12,412 $12,412 $12,412
Summer camp hours will be billed at a rate of $25 per hour. In addition, non-contracted hours for additional certified athletic trainer assistance will be billed at $25 per hour. If an additional Athletic Trainer is requested to fulfill obligations at affiliate while primary Athletic Trainer is traveling, hours of the additional Athletic Trainer will be billed at the negotiated "non-contracted" rate.
4.
Late Pavments: All payments not received within 30 days after delivery of invoice shall bear interest at the rate of 1% per month of all unpaid amounts (or the highest amount permitted by applicable law, If less) until final payment Is made. Client shall be responsible tor all costs of collection incurred by Athletico, including, court costs and reasonable attorneys' fees.
5.
Tenn of Agreement. The term of this Agreement (the "Term") shall be for August 1. 2016-July 31, 2019. Either party may terminate this Agreement: a. Immediately if the other party shall apply for or consent to the appointment of a receiver, trust or liquidator of itself or of all or a substantial part of its assets, file a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they become due, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or take advantage of any insolvency law, or if an order, judgment or decree shall be entered by a court of competent jurisdiction, on the application of a creditor, adjudicating such party a bankrupt or insolvent or approving a petition seeking reorganization of such party or appointing a receiver, trustee or liquidator of such party or of all or a substantial part of its assets, and such order, judgment or decree shall continue unstated and in effect for any period of sixty (60) consecutive days; and
b.
c.
. d.
6.
Insurance. Athletico and the Client shall, during the term of this Agreement, procure and maintain the insurance coverage set forth in this section from financially responsible insurance companies duly authorized to provide such Insurance in the State of Michigan. All insurance shall be in full compliance with Michigan statutory requirements. a. b.
7.
c. 8.
In the event of a material breach of this Agreement by the other party which is not timely cured within the period set forth in this clause, inmediately after the expiration of the cure period. A party shall have twenty (20) days from the date of notice of a breach detailing the nature of the breach in which to cure the breach unless the breach is not capable of being cured within the twenty (20) day period, in which case the breaching shall have an additional reasonable period of time of not more than sixty (60) days in which to cure the breach as long as the breaching party timely commences and diligently pursues the cure. Before Client may enter Into an agreement with a third party for physical therapy or athletic training services or sponsorship the designated category described, Client shall first off the opportunity to Athletico on the same terms and conditions as offered by the third party. Athletico shall have 30 days during which to accept said offer. If Athletlco does not accept said offer within 30 days, Client shall be free to accept the third party offer. If Client does not enter into an agreement with the third party on said terms and conditions and close the transaction within 90 days, Client's right to enter into the agreement shall expire and the procedure described in this Section shall again be applicable. Either party may terminate this Agreement without cause upon no less than thirty (30) days written notice to the other party. In such an event, Athletico shall be entitled to all compensation earned for services authorized and provided up to the date of termination. Any amounts paid by Client in advance will be returned on a pro-rata basis (based on an August 1 -July 31 year) if this Agreement is terminated early by either party.
Athletico shall procure and maintain Professional Liability coverage for athletic training services with limits of not less than Three Million Dollars ($3,000,000) per occurrence and Five Million Dollars ($5,000,000) in the annual aggregate. Adrian High School shall name Athletico Management, LLC as additional insured.
Indemnification. a. Athletlco. Athletico shall indemnify, defend, and hold harmless, Client, its officers, agents and employees from and against any and all liability, suits, claims, losses, damages, costs and expenses whatsoever, including, but not limited to, reasonable attorney's fees and court costs, caused by or as a result of any act or omission of Athletico, its athletic trainer, and any other of its agents or employees, in performing this Agreement. b. Client. To the extent permissible by the State of Michigan, client shall indemnify, defend and hold harmless, Athletico, its officers, agents and employees, including Athletico's athletic trainer, from and against any and allliabHity, suits, losses, damages, costs and expenses whatsoever, including, but not limited to, reasonable attorney's fees and court costs, caused by or as a result of any act or omission of Client, its teachers, staff, and any other of its agents or employees, in performing this Agreement. Participant Waiver of Llabllltv. Client is responsible for collection and maintenance of participant liability waivers which includes consent to have Athletico athletic trainers , physical therapists, massage therapists or other personnel to provide participant with medical assistance and/or treatment. Client shall make copies of such forms available to Athletico upon request. Notices. Any and all notices, demands, requests, and any other communication required or permitted to be served on or given by either party to the other shall be in writing and delivered personally, by nationally-recognized overnight courier or by deposit in the United States Mail, first class postage prepaid, certified or registered mail, return receipt requested, addressed to the party to whom it is to be given at the hereinafter set forth below or at such other or additional address in Illinois as the other party may designate by notice to the other: If to Client: And If to Athletico: Copy to:
Adrian High School c/o Kathy Westfall, CFO 785 Riverside Ave., Suite #1, Adrian, Ml 49221 Athletico Management, LLC c/o Kathy Steuwe, Payten Ge~erts, Jason Bannack 625 Enterprise Drive, Oak Brook, IL 60523 Athletico Management, LLC c/o Joel Dalinka 625 Enterprise Drive, Oak Brook, IL 60523
Each party will promptly notify the other party in writing within five (5) business days of any changes of its business address; any legal or governmental action initiated against it which could materially affect this Agreement; and any other known occurrence that could materially impair the party's ability to carry out its duties and obligations under this Agreement. 9.
Miscellaneous. a. Governing Law/Jurisdiction. This Agreement is made in and shall be construed and enforced in accordance with the laws of the State of Michigan. The Client consents to the non-exclusive jurisdiction of any court located in DuPage County, Illinois, (Athletico Corporate Office location) or Lenawee County, Michigan, (Client location) regarding any dispute arising from this Agreement. b. Severabllltv. If any provision of this Agreement is held to be invalid as applied to any fact or circumstance, it shall not affect the remaining provisions or the same provision as appHed to any other fact or circumstance. c. Counterpart§. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. d. Attorney's Fees. In the event any action or proceeding is brought by either party against the other party under this Agreement, the prevailing party shall be entitled to recover from the losing party its reasonable costs and attorney's fees incurred In such action or proceeding, including any such fees al'ld costs of appeal. e. Entire Aareement. This Agreement contains the entire agreement between the parties and supersedes any and all other agreements between parties, either oral or in writing, with respect to the subject matter of this Agreement. f. Change In Law. In the event of any change in any applicable statute, rule, regulation, or other law, or of any order or directive of any applicable governmental authority or regulatory body, which invalidates or is otherwise inconsistent with the terms of this Agreement or which would cause one or both of the parties to be in violation of the law, the parties shall negotiate in good faith in an effort to agree on appropriate revisions to this Agreement. If the parties have been unable to do so within thirty (30) days of commencing such negotiation, either party may elect to terminate this Agreement on ten (1 0) days' prior written notice to the other party.
g. h.
i. j.
k.
1. m.
Inability to Perform. Each party's obligations under the Agreement shall immediately cease lf the party is unable to perform its obligations by reason of physical disaster, governmental acts, labor difficulties or strikes, or other circumstances beyond the control of such party, but shall resume when such party is no longer unable to perform. Assignment/Change of Control. Notwithstanding anything to the contrary contained herein, Athletico may, without Client's consent and without being subject to any fee of any kind, assign this Agreement to any entity with whom Athletico merges, consolidates or engages in any reorganization, or any entity succeeding to all or a substantial portion (a substantial portion meaning at a minimum, a controlling interest) ofthe business and assets of Athletico or of any business 11nit of Athletico (each a "Permitted Transfer"). Client shall be notified of such assignment and be given a copy of such assignment promptly after the Permitted Transfer. As used in this Agreement, the term "Affiliate" means any corporation, partnership, limited liability company or other business entity which controls, is controlled by, or is under common control with the party in question. Notwithstanding anything to the contrary contained herein, Athletico granting of membership interests in Athletico to managers and employees of Athletico, or to permitted transferees of such persons (i.e., a spouse or a trust for the benefit of such person or their family members) shall not be deemed an assignment or transfer for purposes of this Agreement and shall not require Client's consent. Non-Solicitation. During the Term and for a one (1)-year period thereafter, Client shall not solicit for hire, nor hire any employees of Athletico or its affiliates, without the written approval of Athletico or its affiliates. No Discrimination. Neither party shall discriminate against any person on the grounds of race, color, national origin, religion, age, or handicap in discharging their duties and responsibilities under this Agreement. It is the policy of Athletico to provide equal employment opportunities for all qualified applicants and employees, without regard to race, color, creed, religion, sex, national origin, nationality, ancestry, citizenship status, age, pregnancy, childbirth, marital status, sexual orientation (including gender-related identity), physical or mental disability, genetic infonnation, H.I.V. status, status as a victim of domestic violence, order of protection status, military status, unfavorable discharge from military service, veteran status, liability for service in the Armed Forces of the United States, or any other classification protected by applicable federal, state or local law. Waiver of Breach. No assent or waiver, express or implied, of any breach of any one or more of the provisions of this Agreement shall be deemed a waiver of any other provision or a waiver of any subsequent breach of the same provision. Captions. The captions used in this Agreement as headings of the various sections are for convenience only and are not and shall not be used to construe any part of this Agreement. Authoritv to Execute. Each person executing this Agreement hereby represents and warrants that he or she has full authority to execute thls document on behalf of the parties to this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year of the first above written. No portion of this Agreement may be reproduced, duplicated or revealed In any manner without the prior written consent of Athletic Management, LLC. or as required by law. Athletico Management, LLC
By:--~-..,......,.~~~~-=-=
Jason Bannack, Vice President of Outreach Services
Date
Adrian High School
By.~-.-~~~~~------Kathy Westfall, CFO
Date
EXHIBIT A ATHLETICO TO PROVIDE: Athletico will be the official provider of athletic training coverage for Adrian High School and will provide the following services: a. One (1) licensed, certified athletic trainer will be available after school Monday-Friday for pre-event taping, home event coverage for MHSM sanctioned events and away football contests, injury assessment, post-game follow-up and rehabilitation for the Fall, Winter, and Spring Seasons for the 2016-17, 2017-18, and 2018-19 school years. Coverage will also be made available on Saturdays per practice and home event schedule. Athletic Trainer will be assigned for coverage at approximately 35 hours per week per season. b. Upon request, and if available, an Athletic Trainer will be provided for both home and away State competitions. Request for coverage should be made Within twenty-four (24) hours of notification of contest date and site to Athletico Manager of Athletic Training Services. Parameters of travel include: a. Travel days will count toward 7.5 hours of Client's weekly contracted hour allotment. b. If overnight stay is required, coverage will be provided based on availability. c. Travel accommodation including transportation, lodging and food will be paid for by Client. d. If an additional Athletic Trainer is requested to fulfill obligations at affiliate while primary Athletic Trainer is traveling, hours of the additional Athletic Trainer will be billed at the negotiated "additional hours" rate. c. One (1) licensed, certified athletic trainer Will be available for summer camp coverage, pursuant to the needs and request of the Client. Summer hours Will be mutually agreed upon between Athletico and Client by May 1• each year at the addHional cost of $25/hr. d. As needed and upon reasonable advance notice, Athletico shall use reasonable efforts to make an athletic trainer available at times other than those listed below in response to the special needs of the Client as needed and shall provide those services as outlined above. Such instances could include unscheduled events, acute injury circumstances, school affiliated functions, training sessions for coaches and staff and other situations, which may arise. Athletico shall be compensated for such additional services as provided by Section 3 hereof. In all instances, the Client agrees to use reasonable efforts to provide Athletico with advance notice of all such additional requirements, as well as any schedule changes. e. On-site injury care and evaluation as well as assistance on all matters pertaining to the health and well-being of the athletes. f. Provision for on-site injury care and evaluation as well as follow-up treatment and rehabilitation as necessary for all injuries sustained by athletes g. The use of modalities as indicated by the Michigan athletic training practice act. h. Maintenance of complete and accurate records of all athletic injuries and treatment rendered. i. Athletico will educate the owners, board members, coaches, players, and parents of Client on the importance of medical care and follow-up necessity with an Athletico facility after injury. j. Student-Athletes, Parents, and Administration of Client will have access to all Athletlco centers for complimentary injury assessments. These players will be referred, if needed, to the appropriate physician based upon location, insurance, and specialty. k. Athletico will provide a 10-15 minute lecture Introducing services available to Client at the Client Athletics introduction meeting. I. Athletico will provide CPRIAED training for up to 30 coaches.
CLIENT TO PROVIDE: a. b. c.
d. e. f. g. h.
Client must submit schedule changes within fourteen (14) business days prior to event in question. Failure to do so will mean possible forfeiture of coverage, depending on available personnel. Name Athletico as "The Official Provider of Physical Therapy and Athletic Training for the SCHOOL", athletic and department related, in all press releases, newsletters, related materials and website. Athletico will be designated as the exclusive provider in the Physical Therapy, Occupational Therapy, Athletic Training, Worlt Rehab, and Sports Medicine category. Client will grant opportunity for Athletico to provide content for PA Announcements during the halftimes of each applicable home contest as well as all hosted MHSM playoff events as approved by the MHSM. Script for announcement An athlete is defined by the desir& to be active and continue doing the things you love. Let Athletico Physical Therapy help you define your pain-free, inner athlete. Visit athletico.comlappointments to mquest your complimentary injury screening or physical therapy appointment at any of our 80+ faet7ities and start moving today. Athletico is the OffiCial Provider of Physical Therapy and Athletic Training for Adrian High School. Athletico Physical Therapy. Better for Every Body. Establish a link, logo, and information pertaining to Athletico's assigned certified athletic trainer and all Athletico services to Client website. Coaches and Administration of Client Will educate the players and parents of their team on the importance of medical care and follow-up if necessary with an Athletico facility after injury. Client to provide school link and logo to Athletico for usage within www.athletico.com website affiliation section. Client will place one Athletico Banner in main gymansium and football field for term of the contract. All terms of this agreement are confidential.
EXECUTIVE SUMMARY DATE: March 28, 2016
CONTACT PERSON: Bob Behnke
PURPOSE To approve the recommended changes to Board Policy CCA, Adrian Public Schools Organ~zational Chart.
EXPLANATION: This policy has not been updated since 1999, and over the course of time, there have been many changes to the organizational structure of Adrian Public Schools. There is no longer a district employee serving as Community Resources Coordinator. The Director for Curriculum/Instruction/Assessment and Director for State/Federal Programs has evolved into one position that covers Curriculum and State and Federal Programs, and one position that is dedicated to Special Ed oversight. Several years ago, the positions of Director of Buildings/Grounds, Maintenance and Transportation were combined and represented by the Director of Operations. However, since that time, the transportation department and most of the custodial staff have been privatized. While the position of Director of Accounting/Purchasing no longer exists, ongoing federal and state compliance requirements has resulted in a Pupil Accounting Coordinator position. The organizational chart update includes a title change for the Chief Financial Officer (shown as Business Manager on the old chart) to Assistant Superintendent. This title change includes the realignment of all Administrative Services, including Human Resources, reporting to the Assistant Superintendent, resulting in a clear distinction between Administrative Services and Instructional leadership.
RECOMMENDATION: It is the recommendation of the Superintendent that the Adrian Board of Education approve the proposed changes to board policy CCA, Adrian Public Schools Organizational Chart.
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NEPN Code: CCA
Adrian Public Schools Organizational Chart Board of Education
Superintendent
Assistant Superintendent
Accounting
Director of Human Resources
Payroll
Director of Operations
Pupil Accounting
Contracted Services: Custodial Transportation
Director of Special Education
Building Director of Curriculum & 1-----l Principals Instruction State & Federal Programs
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Assistant Principals
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Director of Technology
Policy:
Board Action
Adopted: Amended: Amended:
June 21, 1999
November 15, 1999
Athletic Director
Director of Head Start
EXECUTIVE SUMMARY DATE: March 28, 2016
CONTACT PERSON: Bob Behnke
PURPOSE: To accept donations from: Adrian Schools Educational Foundation, Wilson Financial and The Meemic Foundation For The Future Of Education EXPLANATION: The district is in receipt of the following: • Adrian Schools Educational Foundation donated $2,500 for First Robotics and $2,500 for the Memorial Garden. • The Meemic Foundation For The Future of Education donated $196. This was a grant awarded to Maureen Service. • Wilson Financial donated $196. This was a matching donation by the local insurance agency.
RECOMMENDATION: It is the recommendation of the Superintendent that the Adrian Board of Education accept these donations and thank them for their support of district programs.
EXECUTIVE SUMMARY DATE: March 28, 2016
CONTACT PERSON: Alice Chamberlain Kathy Westfall
PURPOSE To review the EduStaff Contract for approval at the next meeting.
EXPLANATrON: The current provider for substitute personnel for all county school districts is PESG. Over the last several years, the district has not received good customer service from PESG. During a recent County wide request for proposal process conducted by the lSD, PESG was once again chosen for these services. APS Administration has chosen to contract with a different vendor, EduStaff, for these services, despite the decision by other county schools to stay with PESG. EduStaff does not charge fees to their employees, other than for fingerprints. Our current vendor charges substitutes an administrative fee, plus a fee of $40 for additional training. EduStaff has more in person classroom management training, as well as additional screening of potential employees during the hiring process. Overall, EduStaff will provide increased customer service for both administration, as well as their substitutes. EduStaff is charging the district an 18% contract rate. Our current rate with PESG is 17.96%. The conversion to EduStaff is planned to take place July 1, 2016.
RECOMMENDATION: It is the recommendation of the Director of Human Resources and the Chief Financial Officer that the Adrian Board of Education approve the master agreement with EduStaff at the next board meeting.
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Innovative Substitute Staffing Solutions for a Better Classroom
Educational Staffing Services Master Agreement (2 Party Version) THIS AGREEMENT {"Agreement") is entered into and made effective between EDUStaff, LLC ("EDUStaff'), a Michigan limited liability company with its principal place of business located in Grand Rapids, Michigan and Adrian Public Schools ("Client"), with its principal offices in Adrian, Michigan. RECITALS WHEREAS, EDUStaff is a private company engaged in the business of providing educational staffing services to educational institutions, with the resources, expertise, training, capacity and qualifications to perform the services contemplated under this Agreement; WHEREAS, Client is a Public School District or Intermediate School Districts authorized under the Revised School Code, MCL 380.1
et seq, to enter into agreements with other public or private entities for the purpose of securing independent contractors to carry out their general powers and functions; WHEREAS, Client wishes to retain EDUStaff to provide educational services to Client, as set forth in Section 2 (Description of Services) and Exhibit A (Scope of Services). NOW, THEREFORE, EDUStaff and Client agree as follows: SECTION 1: RELATIONSHIP OF PARTIES A.
DEFINITION OF CLIENT & SUPPLIED STAFF
The term "Client" refers to the educational institution listed above that {1) engages the services that EDUStaff is providing to the educational institution. The term "Supplied Staff' refers to the EDUStaff employee(s) or subcontractors whom EDUStaff has assigned to perform services for Client under this Agreement. B.
RELATIONSHIP BETWEEN CLIENT AND EDUStaff
EDUStaff will act solely as an independent contractor retained by Client to perform the educational services identified in this Agreement. Nothing in this Agreement shall create or imply an agency relationship between EDUStaff and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties. EDUStaff is the sole employer of Supplied Staff and Client shall not be deemed or considered to be an employer or joint employer of Supplied Staff for purposes of any services performed pursuant to this Agreement. EDUStaff will furnish all labor necessary to perform the work described in this Agreement, and shall solely control the means, manner and method of performance. Should Client have any issues or concerns with Supplied Staff or the services they provide, Client shall have the right to notify EDUStaff of those issues or concerns and make recommendations or suggestions to resolve them. EDUStaff, however, exclusively retains all rights and responsibilities inherent in the employment relationship, including but not limited to, the right to hire, fire, discipline,
supervise and otherwise control the terms and conditions of employment. EDUStaff also has sole responsibility for payment of wages and benefits, withholding and payment of any applicable local, state or federal taxes, payment for Workers' Compensation protection, unemployment insurance taxes and other employer obligations. Should any individual or entity assert a claim against Client for any liability associated with payment of salaries, wages, benefits,
3330 Broaclmoor Ave SE, Suite A Grand Rapids, MI 49512
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payroll or other taxes related to Supplied Staff during the time they were employed by EDUStaff, Client shall immediately notify EDUStaff, and EDUStaff shall defend the Client at its sole expense, and shall indemnify Client against any and all liability or damages associated with any such claim. C.
RELATIONSHIP BETWEEN EDUStaff AND SUPPLIED STAFF
EDUStaff will be the sole employer of Supplied Staff, who are "at will" employees of EDUStaff. EDUStaff will assign Supplied Staff to perform the services described in Exhibit A for Client in accordance with the terms of this Agreement. EDUStaff shall have sole and exclusive responsibility for the following costs and charges attributable to the Supplied Staff: a) b) c) d) D.
All wage payments All applicable state and federal employment taxes and costs All applicable premium costs for insurance coverages and programs applicable to Supplied Staff All expenses incurred by Supplied Staff.
RELATIONSHIP BETWEEN CLIENT AND SUPPLIED STAFF
While providing services to Client, Supplied Staff shall be deemed employees of EDUStaff and shall be managed and controlled by EDUStaff as their employer. EDUStaff's Supplied Staff are not eligible for any Client wages, benefits or contract privileges, nor are they covered by laws or programs applicable exclusively to public school employees, including but not limited to the Michigan Teacher Tenure Act, the Michigan Public School Employees Retirement System, or the Revised School Code. Furthermore, Client may not directly pay, compensate or promise any remuneration to Supplied Staff for services covered under this Agreement. Supplied Staff may not receive mileage, conference fees, training expenses, or other similar expenses from Client. Client has the right to remove an EDUStaff employee or Supplied Staff who violates the Client's policies, rules and/or procedures from the Client's premises and/or from the Client's school activities. If Client chooses to utilize Supplied Staff in a capacity for which the individual is not approved by EDUStaff, Client automatically accepts any liability arising in whole or in part from Supplied Staffs performing such functions, and Client will hold harmless EDUStaff from any claims arising therefrom including actual attorney fees. EDUStaff's employees and agents shall not be considered agents or employees of Client for any purpose and no such employees or agents are entitled to any of the rights, compensation or other benefits which Client may provide its own employees or which Client may be obligated to provide under Section 1236 of the Revised School Code for services covered under this Agreement. E.
PLACE OF WORK
Client shall provide sufficient workspace and a safe working environment for Supplied Staff to allow the successful performance of services by EDUStaffs Supplied Staff. Client will provide EDUStaff with information about, and copies of, any policies or procedures with which Supplied Staff will be expected to comply.
SECTION 2: DESCRIPTION OF SERVICES A.
PERFORMANCE OF SERVICES
EDUStaff will provide the educational services described in Exhibit A (Scope of Services) for the pricing described in Exhibit B {Pricing). Either EDUStaff or Client may propose a change to Exhibit A or B, or propose additional document(s) to be included as exhibits to this Agreement. Any such modifications(s) must be mutually agreed upon in writing between the Parties prior to implementation.
3330 Broadmoor Ave SE, Suite A Grand Rapids, MI 49512
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Innovative Substitute Staffmg Solutions for a Better Classroom EDUStaff will recruit, screen/interview, select, hire and assign qualified employees to provide services to Client under this Agreement. Supplied Staff assigned by EDUStaff to perform services under this Agreement for the Client shall, where applicable, be fully certified, licensed, approved and otherwise qualified to perform the functions assigned to and in conformance with the provisions of Michigan law, including but not limited to the Michigan Revised School Code and the Michigan Teacher Certification Code. EDUStaff warrants that Supplied Staff have completed EDUStaff's screening and formal training process, provided required employment documentation and fulfilled certification requirements for applicable positional placements. EDUStaff will not furnish any personnel to the Client who would be ineligible for employment by the Client if that person were instead employed directly by the Client under the above laws and statutes. EDUStaff agrees that it will require Supplied Staff to comply with Client's policies and procedures that are communicated to the Supplied Staff to the extent applicable to the performance of services under this Agreement including policies regarding non-discrimination; sexual harassment; corporal punishment; child abuse and neglect reporting; confidentiality of student records; administration of medication of pupils; disability accommodation; communicable diseases; blood borne pathogens; alcohol and controlled substances; electronic communications and copyright. Client will provide EDUStaff and Supplied Staff a copy of the applicable policies. In the event Supplied Staff is alleged to have violated Client policy, Client will immediately notify EDUStaff and EDUStaff will promptly investigate and take appropriate action. Nothing in this Agreement prevents Client from barring Supplied Staff from the premises or requesting EDUStaff to remove Supplied Staff; however, Client's right to determine who is permitted on its property shall not affect EDUStaffs sole discretion to hire, assign, reassign, discipline and/or terminate Supplied Staff. B.
CRIMINAL BACKGROUND CHECKS
Pursuant to the requirements of Sections 1230 and 1230a-h of the Revised School Code, and as authorized by Section 1236a(2)(e) of the Revised School Code, EDUStaff shall cooperate fully with the Client to ensure that a criminal history check through the Michigan State Police, as well as a criminal records check through the Federal Bureau of Investigation, has been conducted with regard to all persons assigned by EDUStaff under this Agreement to work in any of the Client's facilities or at program sites where the Client delivers educational programs and services. EDUStaff shall ensure that all individuals it may assign under this Agreement take all necessary steps of filling out all necessary paperwork and paying all necessary fees (for the background checks, fingerprinting, and ICHAT checks), to comply with Sections 1230 and 1230a-h of the Revised School Code, and any record keeping requirements of the Michigan State Police. EDUStaff will provide an electronic system for Client to "green light/red light" eligible contracted staff. EDUStaff will comply with this system as part of assigning any contracted staff under this Agreement. Client shall ensure that the individual has completed all applicable necessary "CHRI" requirements contained within Sections 1230 and 1230a-h of the Revised School Code. Client shall not "green light'' any contracted staff for EDUStaff if such person has been convicted of any of the following offenses: (a) Any "listed offense" as defined under Section 2 of the Sex Offenders Registration Act, MCL 28.722; (b) Any offense enumerated in Sections MCL 380.1535a or 380.1539b of the Revised School Code, MCL 380.1535a; 380.1539b; (c) Any felony. Provided, that with prior written approval of the Superintendent and of its Board of Education an individual who has been convicted of a felony (other than a "listed offense" as defined above) and who is regularly and continuously providing services under this Agreement at the Client facilities or program sites may be permitted to perform such services when, in the judgment of the Superintendent and Board of Education, that individual's presence will not pose a danger to the safety or security ofthe Client's students or employees; (d) Any misdemeanor conviction involving sexual or physical abuse as those terms are defined in Sections 1230(10) and 1230a(8) of the Revised School Code; or
3330 Broadmoor Ave SE, Suite A Grand Ranids. MT 49Sl?
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(e) Any offense of a substantially similar enactment (to those enumerated in A-D, above) of the United States or another State; or (f) any other offense that would, in the judgment of the Client, create a potential risk to the safety and security of students serviced by the Client or employees of the Client.
C.
COOPERATION WITH MPSERS REPORTING
To enable Client to comply with its reporting obligations under the Michigan Public School Employees Retirement Act (known as "MPSERS"), EDUStaff (1) shall promptly notify Client in writing when EDUStaff becomes aware that a Supplied Staff member is a retiree entitled to MPSERS benefits; and (2) shall provide information on a pay period basis regarding any such individual's wages or amounts paid and hours of service under this Agreement, as necessary for Client to report on a schedule and in such manner as may be determined from time to time by MPSERS. In order to comply with this obligation, EDUStaff shall ask Supplied Staff whether they are retirees who now or in the future will be entitled to benefits under MPSERS. Neither Client nor EDUStaff shall be held liable for any false answers provided by the individual employee. Client will not seek indemnification from EDUStaff for any liability it may incur under MPSERS for false information provided by Supplied Staff to EDUStaff or Client or both.
D.
PERFORMANCE & INFORMATIONAL SHARING GUARANTEE
EDUStaff agrees that the Supplied Staff will perform all required services in a manner consistent with generally accepted proficiency and competency for the type and nature of services rendered. The Client shall communicate promptly to EDUStaff any performance failure, and EDUStaff will make every reasonable effort to address all issues within ten business days. Any issues that are unresolved to Client's satisfaction within ten days shall allow client to terminate this Agreement. In the event this Agreement is terminated between the parties, to the extent allowed by law, EDUStaff shall supply to Client any information about the Supplied Staff that Client may require to properly execute any remaining state reporting requirements and that Client may require to transition to a successor contracting supplier.
E.
AFFORDABLE CARE ACT
EDUStaff and Client agree that EDUStaff is intended to be the common law employer of Supplied Staff for purposes of the Patient Protection and Affordable Care Act of 2010, as amended, and its implementing regulations and regulatory guidance ("Affordable Care Act"). EDUStaff will offer each Supplied Staff the opportunity to enroll in a group health plan that constitutes "minimum essential coverage" as defined in Section SOOOA(f) of the Internal Revenue Code as of the first day of the month following the completion of a 30-day waiting period.
SECTION 3: TERM OF AGREEMENT AND TERMINATION This Agreement shall commence on the Effective Date identified in the first paragraph of this Agreement and remain in full force for a 3 year period unless terminated earlier as provided in this Section. This Agreement shall supersede and replace any 2 Party Agreement in place between EDUStaff and the lSD or any Constituent School District that is already enforce. Either party may terminate this Agreement for any reason or for no reason upon sixty (60) days written notice to the other party. In the event of a material breach of this Agreement, the non-breaching party may terminate this Agreement immediately by giving written notice of termination to the breaching party. In the event of termination, Client will pay EDUStaff for all of the work performed up to the date of termination. Provisions in this Agreement related to indemnification, insurance, liability, confidentiality, and intellectual property shall survive any termination of the Agreement.
3330 Broadmoor Ave SE, Suite A Grand Rapids, MI 49512
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SECTION 4: INVOICE AND PAYMENT A.
AMOUNT OF SERVICE FEES
Client will pay EDUStaff for the services provided under this Agreement, as specified in Exhibit B (Pricing).
B.
INVOICE PROCEDURES AND PAYMENT OF SERVICE FEES
EDUStaff shall invoice Client bi-weekly for all applicable charges for the billing period. The invoice shall, itemize the service rendered and the dates of service. These invoices shall be emailed to the Client-designated contact by Tuesday noon following the applicable billing period. The invoice shall be in the form of a "PDF" document for auditing and an "Excel" document for internal accounting integration. The invoices shall contain the information and detail reasonably required by Client to determine the invoices are accurate and to satisfy reasonably prudent auditing and accounting practices. Client agrees to pay all invoices (as billed and/or approved) via ACH bank transactions initiated by EDUStaff prior to the close of business on the first Wednesday following the date of invoice. Any mutually agreed upon adjustments to an invoice will be applied in the next invoice cycle. In the event of a non-funded or rejected ACH transaction, EDUStaff reserves the right to require a same day payment in the form of a wire transaction from the Client. In the event of chronic non-funded or late transactions, EDUStaff may declare a material breach of this Agreement and terminate the Agreement. All unpaid invoices and all charges for services provided and not yet invoiced shall become due and payable.
SECTION S: LIABILITY, INSURANCE AND INDEMNITY A.
LIABILITY
Except as otherwise specifically provided in this Agreement and to the extent permitted by Michigan Law, EDUStaff shall indemnify, defend and hold harmless the Client, its board members, officers, directors, employees and agents, from and against all liability, damages, fines, causes of action, losses, costs or expenses (including attorney fees) arising solely from the actions or omissions by EDUStaff, its agents or employees. In the event liability is incurred by Client in part from the acts or omissions of EDUStaff, its agents or employees, EDUStaff will be responsible for payment of its proportionate share of the damages and attorney fees in proportion to the respective percentages of fault giving rise to such liability. EDUStaff is responsible for the payment of all taxes that are payable as the employer or contractor of Supplied Staff. EDUStaff further agrees to indemnify and hold harmless the Client for any liability with the Internal Revenue Service or any State tax agency, as well as local laws and regulations regarding the payment of such taxes on wages paid its employees. EDUStaff shall indemnify and hold harmless Client and it officers, directors and employees for any claims brought or liabilities imposed against Client, including claims related to workers' compensation, wage and hour laws, employment taxes and benefits. Client shall immediately notify EDUStaff if any such claim should be asserted against client. Failure of Client to immediately notify EDUStaff of any such claim so shall release EDUStaff from any liability that it may otherwise incur under this paragraph. Client will hold harmless and indemnify EDUStaff, its officer, directors, employees and agents, from and against all liability, damages, fines, causes of action, losses, costs or expenses (including attorney fees) which result from the acts or omissions by Client and/or its employees and/or agents. Nothing in this Agreement shall be construed as accepting any liability by, or imposing any liability on, any person in his or her individual capacity no matter the position or title held by such person.
3330 Broadmoor Ave SE, Suite A Grand Rapids, MI 49512
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INSURANCE
EDUStaff shall procure and maintain insurance coverage throughout the term of the Agreement as follows: •
• •
•
General Liability Insurance covering personal injury, bodily injury, property damage and employer's
practices coverage, in an amount not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate. Umbrella Liability Insurance coverage in an amount not less than One Million Dollars ($1,000,000) per single occurrence and aggregate. Commercial Automobile Liability Insurance of not less than One Million Dollars ($1,000,000) covering vehicles owned or leased by EDUStaff and used by Supplied Staff driving to or from assignment including as itinerant Supplied Staff, i.e. driving from assignment at one location to the next assignment in another location. Note: Client is responsible for obtaining insurance that covers Supplied Staff while operating any Client owned automobile in the course of carrying out duties of client. Client shall hold EDUStaff harmless from any claims that may be asserted against it, i11cluding any damages or attorney fees incurred by EDUStaff as a result of a Supplied Staff driving to perform the functions requested by Client including the delivery of any materials and/or the transporting of any students or Client personnel or both. Workers' Compensation Insurance coverage from a licensed insurance carrier or approved self-funded claims pool in accordance with and approved by the State of Michigan.
Client shall procure and maintain in effect throughout the term of the Agreement: •
•
•
•
General Liability Insurance coverage not less than One Million Dollars ($1,000,000) per combined single
limit for the Client's property and the property of others caused by the acts or omissions of EDUStaff Supplied Staff as well as injuries and/or damages caused by the acts or omissions of the Client, its employees, representatives or agents. Employment Practices Liability Insurance for any EDUStaff supplied director or administrator for not less than One Million Dollars ($1,000,000) per occurrence in connection with any claim arising from acts or omissions of Supplied Staff acting in and administrative capacity for the Client. Commercial Automobile Liability Insurance for not less than One Million Dollars ($1,000,000) per occurrence in connection with a claim arising from the operation of a Client owned automobile by a Supplied Staff while that person is on assignment for the Client including the delivery of any item or the transporting of any students or Client personnel. Medical or Related Services-Professional liability Insurance for not less than One Million Dollars ($1,000,000) per occurrence in connection with any professional negligence liability for medical services provided by Supplied Staff who provide medical or medically-related services to Client, its employees or its students as a registered nurse, physician's assistant or other medical para-professional personnel.
In the event, Client neglects or fails to procure and maintain any of these coverages during the term of this contract, Client will hold harmless EDUStaff from any claims, liability and other damages including actual attorney fees that EDUStaff may incur as a result of the failure to obtain such coverage. EDUStaff general liability insurance policies shall contain an endorsement naming the Client as an additional insured. EDUStaff insurance policies shall also include language requiring Client to be notified in writing in advance of any change or cancellation ofthe policies. EDUStaff shall provide annually, or upon request, an updated insurance certificate containing coverage categories, limitations, additional insured, policy numbers, coverage dates and underwriting insurance carriers. SECTION 6: INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION A.
EDUSTAFF'S INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION
3330 Broadmoor Ave SE, Suite A Grand Rapids, MI 49512
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taff
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Innovative Substitute Stafflng Solutions for a Better Classroom
All EDUStaff procedures and process materials are deemed Intellectual Property and/or Confidential Information if identified as "Intellectual Property" or "confidential information." These materials are inclusive of, but not limited to, training materials, process maps and secondary vendor interface procedures. Any documents, whether electronic or otherwise, produced by Supplied Staff while on assignment with the Client is deemed to be the property of the Client and Client shall have rights to use such documents indefinitely. All information relating to or owned by EDUStaff which is clearly marked as confidential or intellectual property shall be held in confidence by Client and will not be disclosed to any third party or used by Client, except to the extent that such disclosure or use is reasonably necessary to the performance of Client's duties and obligations under this Agreement, or as may be required by law. EDUStaff acknowledges Client's obligation to comply with the Michigan Freedom of Information Act and other similar disclosure laws which may affect the ability to withhold Intellectual Property and Confidential Information. Should Client determine that it may be legally obligated to disclose EDUStaffs Intellectual Property or Confidential Information, Client shall provide notice to EDUStaff at within the timeline established by Client FOIA Guidelines or twenty (20) business days (whichever comes first) in advance of producing any such Intellectual Property or Confidential Information. Client's obligation of confidentiality extends for a period of twelve months after the termination of this Agreement. Protection by the client does not apply to information or documents that are independently developed by Supplied Staff in the course of his/her work for Client, or information which lawfully becomes part of the public domain, or information which the Client gained knowledge or possession outside of any disclosure by or on behalf of EDUStaff. After the termination of this Agreement, EDUStaff may submit a written request to Client for the return of EDUStaffs confidential information or intellectual property. Client will honor that request within 10 business days of the date the request was made unless otherwise prohibited by law. B.
CONFIDENTIAL STUDENT INFORMATION
EDUStaff understands that, in connection with the services provided to Client and to the extent permitted by law, Supplied Staff may have access to confidential student records, including records protected under the Family Educational Rights and Privacy Act ("FERPA") and the Individuals with Disabilities in Education Act ("IDEA"). EDUStaff acknowledges that any such records will remain under the exclusive control of Client, and will only be disclosed to EDUStaff (or other Supplied Staff) as permitted by law. EDUStaff further acknowledges that, with respect to confidential student records, EDUStaff (and Supplied Staff) are subject to the same laws and regulations governing use and re-disclosure of confidential student records as Client and EDUStaff will comply with such laws and regulations. The parties acknowledge and agree that EDUStaff (and Supplied Staff) may be subject to penalties for unauthorized disclosure or misuse of confidential student records under applicable law, including but not limited to a prohibition against EDUStaff (or Supplied Staff) from accessing confidential records for a defined period of time. Any such prohibition would constitute a material breach of this Agreement by EDUStaff. SECTION 7: LEGAL COMPLIANCE
EDUStaff will comply with all federal, state and local laws applicable to EDUStaff, including but not limited to, the Michigan Payment of Wages and Fringe Benefits Act, the Fair Labor Standards Act, the Immigration Reform Act, non-discrimination Jaws, and all other applicable Jaws pertaining to the services provided under this Agreement. EDUStaffwill not discriminate against any applicant. The Parties will not discriminate against Supplied Staff with respect to hire, assignment, or other terms or conditions of employment on the basis of race, color, sex, religion, national origin, pregnancy, age, height, weight, disability, marital status, veteran status, genetic information, or any other characteristic protected by state or federal law. The parties further agree that they will not discriminate against any student or recipient of services under this Agreement due to race, color, sex, religion, national origin, pregnancy,
3330 Broadmoor Ave SE, Suite A Grand Rapids, MI 49512
P: 877.974.6338 F: 877.974.6339 www.EDUStaff.org
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Innovative Substitute Staffing Solutions for a Better Classroom disability or any other characteristic protected by state or federal law. Any breach of this Section will be considered a material breach of the Agreement. SECTION 8: MISCELLANEOUS A.
ASSIGNMENT
Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party. This Agreement shall inure to the benefit of, and be binding upon, the Parties, including their respective legal representatives, successors and assigns. EDUStaff engages secondary vendors to supply certain third party services, such as training and payroll software and services. Utilizing such services is not an "assignment" of this Agreement.
B.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed in all respects by Michigan law.
C.
SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, that provision will be enforced to the extent that it is valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. D.
FORCE MAJEURE
Neither Party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed Party's reasonable control, which may include without limitation fire, natural disaster, earthquake, war, act of terror, accident or other acts of God. E.
NO WAIVER; MODIFICATION
The waiver by any Party of any breach of this Agreement will not be construed to be a waiver of any succeeding breach. All waivers must be in writing, and signed by the Party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the Parties hereto. F.
NOTIFICATION
All notices, consents, approvals, requests and other communications (collectively referred to as "Notices",} required under this Agreement shall be in writing, signed by an authorized representative of EDUStaff or Client and mailed by certified or registered mail, return receipt requested, hand delivered, sent by overnight courier or sent by facsimile or electronic mail transmission to the other party as set forth below: First Class Mail: Clark Galloway EDUStaff, LLC 3330 Broad moor SE Suite A Grand Rapids, Ml49512
or
Email (with receipt acknowledgement} Clark Galloway
[email protected]
All Notices to Client shall be directed to the Superintendent or his/her designee as communicated to EDUStaff in writing, at Client's administrative office.
3330 Broadmoor Ave SE, Suite A Grand Rapids, MI 49512
P: 877.974.6338 F: 877.974.6339 www.EDUStaffor!!
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Innovative Substitute Staffing Solutions for a Better Classroom Unless otherwise provided in this Agreement, all Notices shall be deemed served upon the date of hand delivery, the day after delivery by overnight courier, the date of transmission by facsimile or electronic mail, or two (2) days after mailing by registered or certified mail or the earliest of any combination of these. Any Party may, by Notice given under this Agreement, designate any additional or different addresses or recipients to which subsequent Notices should be sent. G.
TAXES
Any taxes and/or fees that arise out of EDUStaff's performance of the Services hereunder shall be the responsibility of EDUStaff. H.
THIRD PARTY BENEFITS
This Agreement is intended solely for the mutual benefit of the Parties hereto and is not intended to benefit any other person or entity. The Parties expressly agree that no other person or entity is a third party beneficiary under this Agreement.
I.
ENTIRE AGREEMENT
This Agreement (which includes Exhibits A, B), (and C for 3 Party Agreement), constitutes the entire agreement between the parties with respect to the Agreement's subject matter, and supersedes all prior agreements, proposals, responses to requests for proposal, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.
(Signatures on next page)
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above.
Client:
Adrian Public Schools
3330 Broadmoor Ave SE, Suite A Grand Rapids, MI 49512
P: 877.974.6338 F: 877.974.6339 www PnT T<;:t,.ff nro
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Innovative Substitute Staffing Solutions for a BeUer Classroom
By: Name: Its/Title: Date:
EDUStaff, LLC: By: Name:
Clark Galloway
Its/Title:
President/Managing Partner
Date:
3330 Broadmoor Ave SE, Suite A Grand Rapids, MI 49512
P: 877.974.6338 F: 877.974.6339 UlUTUl
PnT T~t<>ff nrcr
