NOTICE OF PUBLIC MEETING of the

Board of Directors of Pinecrest Academy of Idaho

Notice is hereby given that the Board of Directors of Pinecrest Academy of Idaho, a public charter school, will conduct a board meeting on Friday, January 24, 2020; beginning at 9:00 a.m. at 202 Falls Avenue, Twin Falls, ID 83301.

Attached hereto is an agenda of all items scheduled to be considered.

Please Note: The Board of Directors of Pinecrest Academy of Idaho may 1) take agenda items out of order; 2) combine two or more items for consideration; or 3) remove an item from the agenda or delay discussion related to an item at any time.

Reasonable efforts will be made to assist and accommodate physically handicapped persons desiring to attend or participate at the meeting. Any persons requiring assistance may call John Barlow at (702) 431-6260 at least two business days in advance so that arrangements can be made.

If you would like copies of the meeting agenda, support materials, or minutes, please email jennifer.elison@academicanv.com, or visit the school’s website at: https://www.pinecrestidaho.org/. For copies of meeting audio, please email jennifer.elison@academicanv.com.

Public comment may be limited to three minutes per person at the discretion of the Chairperson.

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AGENDA January 24, 2020 Meeting of the Board of Directors of

Pinecrest Academy of Idaho Amended 1-22-20

(Action may be taken on those items denoted “Action”)

1. Call to order and roll call (Action)

2. Public Comment and Discussion (No action may be taken on a matter raised under this item

of the agenda until the matter itself has been specifically included on an agenda as an item upon which action will be taken.)

3. Interview and Possible Election of New Board Members (Action)

4. Discussion and Possible Action to Approve a Board Meeting Schedule through June 2020 (Action)

5. Review and Possible Action to Approve the MOU with Academica for Incubation

Year Activities (Action)

6. Discussion and Possible Action to Approve Legal Counsel for Pinecrest Academy of Idaho (Action)

7. Discussion and Possible Action to give Approval to the Principal to Apply for

Grants (Action)

8. EXECUTIVE SESSION Pursuant to Idaho State Code 74-206 (1)(a) To consider hiring a public officer, employee, staff member or individual agent, wherein the respective qualities of individuals are to be evaluated in order to fill a particular vacancy or need. This paragraph does not apply to filling a vacancy in an elective office or deliberations about staffing needs in general. (Discussion)

9. Discussion and Possible Action to Appoint a Principal for Pinecrest Academy of

Idaho (Action)

10. Public Comments and Discussion (No action may be taken on a matter raised under this item of the agenda until the matter itself has been specifically included on an agenda as an item upon which action will be taken.)

11. Adjournment

This notice and agenda has been posted at the following location(s):

(1) 202 Falls Avenue, Twin Falls, ID 83301 (2) www.pinecrestidaho.org 2

PINECREST ACADEMY OF IDAHO

Supporting Document

Meeting Date: January 24, 2020 Agenda Item: 3 – Interview and Possible Election of New Board Members Number of Enclosures:

SUBJECT: Nomination and Election of New Board Members X Action Appointments Approval Consent Agenda Information Public Hearing Regular Adoption

Presenter (s): Board Recommendation: Proposed wording for motion/action: Motion to elect _____________________ as a Board member to the Pinecrest Academy of Idaho Board of Directors. Fiscal Impact: N/A Estimated Length of time for consideration (in minutes): 15-30 minutes Background: According to the bylaws, the Board can elect additional board members. **Support materials to come.** Submitted By: Staff

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PINECREST ACADEMY OF IDAHO

Supporting Document

Meeting Date: January 24, 2020 Agenda Item: 4 – Discussion and Possible Action to Approved a Board Meeting Schedule through June 2020 Number of Enclosures: 1

SUBJECT: Board Meeting Schedule X Action Appointments Approval Consent Agenda Information Public Hearing Regular Adoption

Presenter (s): Board/John Barlow Recommendation: Proposed wording for motion/action: Motion to approve the following board meeting schedule for the remainder of the 2020 school year. Fiscal Impact: N/A Estimated Length of time for consideration (in minutes): 5-10 minutes Background: A board meeting schedule draft has been included in the support materials, with meetings falling on the 3rd Tuesday of each month. The Board members may choose to alter the schedule as needed prior to approval. Submitted By: Staff

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PINECREST ACADEMY OF IDAHO 2020 SCHOOL YEAR

BOARD MEETING SCHEDULE

February 18, 2020

March 17, 2020

April 21, 2020

May 19, 2020

June 16, 2020

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PINECREST ACADEMY OF IDAHO

Supporting Document

Meeting Date: January 24, 2020 Agenda Item: 5 – Review and Possible Action to Approve the MOU with Academica for Incubation Year Activities Number of Enclosures: 1

SUBJECT: MOU with Academica X Action

Appointments Approval Consent Agenda Information Public Hearing Regular Adoption

Presenter (s): Board/John Barlow Recommendation:

Proposed wording for motion/action:

Move to approve the MOU with Academica for incubation year activities as presented. Fiscal Impact: N/A

Estimated Length of time for consideration (in minutes): 5-10 Minutes Background: **Support materials to come.** Submitted By: Staff

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PINECREST ACADEMY OF IDAHO AND ACADEMICA IDAHO

MEMORANDUM OF UNDERSTANDING

This Incubation Year Services Agreement (“Agreement”) is made and entered into as of January 6, 2020 (“Effective Date”), by and between, Academica Idaho, an Idaho limited liability company qualified to do business in Idaho (“Academica”) and Pinecrest Academy of Idaho, an Idaho public charter school (“School”), for the provision management services in the School’s incubation year. Each entity is referred to individually as a “Party” and the entities collectively are referred to as the “Parties.”

WHEREAS, the School has been approved to receive a charter contract from the Idaho Public Charter School Commission to operate a charter school within the State of Idaho;

WHEREAS, the School is currently governed by the School’s Board of Directors;

WHEREAS, the School has selected Academica to provide management services during the School’s incubation year;

WHEREAS, Academica has agreed to provide management services and has assisted in the School’s application process with the Idaho Public Charter School Commission;

NOW THEREFORE, in consideration of the mutual covenants hereinafter contained, the Parties hereto agree as follows:

I. Scope of Agreement

A. This Agreement forms the basis of mutual understanding and respective responsibilities between the School and Academica for providing necessary management services during the School’s incubation year.

II. Term of Agreement

A. Either Party may terminate this Agreement for its convenience at any time upon giving thirty (30) days written notice to the other Party.

B. This Agreement shall be effective from _________________, 2020 until June 30, 2020.

C. This Agreement may be modified at any time by written consent of both Parties.

D. This Agreement shall be valid and binding only if and when it has been duly executed by an officer of the School and by Academica by ___________________, 2020.

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III. Services A. Academica agrees to immediately coordinate and provide the services required to support the School and will keep the School updated as to all important developments with regard to Academica’s services. Academica agrees to provide all services outlined in the Agreement, including, but not limited to, the following:

1. Public relations and marketing

2. Educational staff recruitment and human resource coordination

3. Procurement of necessary furniture, equipment, curriculum, and other materials

4. Facility consultation and development

5. Student enrollment, lottery, and registration

6. Board meeting management and legal compliance

7. Bookkeeping, budgeting and financial forecasting

8. Grant solicitation from available government, private, and institutional funding sources

B. Academica and the School acknowledge that the services provided during the incubation period as outlined in section (III)(A) of this Agreement are provided by Academica without a fee as an investment in Academica’s future partnership with the School.

C. Academica and the School acknowledge that fees, costs, and/or expenses will arise that are outside of the Agreement, including, but not limited to, legal fees for independent School counsel, advertising/marketing expenses, travel expenses for board members and School staff, etc.

D. Academica will provide for financing for expenses outlined in section (III)(C) of this Agreement during the School’s incubation year. All expenses that will be paid through this financing shall be within the School’s incubation year budget as submitted in the charter application or as later amended by the School’s board.

E. The Financing agreement for funds disbursed pursuant to sections (III)(C), and (D) of this Agreement will incur no interest until the execution of a repayment agreement following the opening of the School, and may be paid in full at any time with no penalty.

F. The School and Academica acknowledge that the necessity may arise for Academica to provide additional services not mentioned in this Agreement for the support and successful opening of the School. All such services will be provided upon the mutual agreement and cooperation between the parties.

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IV. Liability A. Academica agrees to defend, hold harmless, and indemnify the School and its directors, officers, employees, and agents against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including without limitation, attorneys’ fees) for any claim caused by the negligent acts or omissions of Academica in the performance of the Agreement. Academica’s duty to indemnify the School under this Agreement shall not extend to loss, liability, damage, claim, cost, charge, demand, or expense resulting from the School’s willful misconduct.

V. Independent Contractor

Academica is, for all purposes, an independent contractor and shall not be deemed an employee of the School.

VI. Miscellaneous A. Governing Law/Venue This Agreement shall be governed by the laws of the State of Idaho. Any action arising out of this Agreement shall be brought before a court of competent jurisdiction in Twin Falls County, Idaho. B. Attorney’s Fees In the event a dispute arises from this Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees. C. Waiver Nothing in this Agreement shall be construed as a waiver of the limitations of damages against a local government contained in Idaho law. D. Severability The partial or complete invalidity of any one or more of the provisions of this Agreement will not affect the validity or continuing force and effect of any other provision. E. Amendments Any amendments to this Agreement must be in writing signed by both Parties.

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F. Entire Agreement This Agreement is intended solely for the benefit of the Parties hereto, represents the entire, integrated agreement between the Parties, and supersedes all prior negotiations, representations, or agreements written or oral. THE UNDERSIGNED HAVE READ THE FOREGOING AGREEMENT IN ITS ENTIRETY AND FULLY UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS CONTAINED HEREIN. Academica Idaho Pinecrest Academy of Idaho By: _________________________ By: _____________________ Name Name Title Title Address Address Date: ________________________ Date:___________________

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PINECREST ACADEMY OF IDAHO

Supporting Document

Meeting Date: January 24, 2020 Agenda Item: 6 – Discussion and Possible Action to Approve Legal Counsel for Doral Academy of Idaho Number of Enclosures: 1

SUBJECT: Retention of Legal Counsel X Action Appointments Approval Consent Agenda Information Public Hearing Regular Adoption

Presenter (s): John Barlow Recommendation: Proposed wording for motion/action: Move to approve as legal counsel for Pinecrest Academy of Idaho. Fiscal Impact: N/A Estimated Length of time for consideration (in minutes): 5-10 Minutes Background: The Board will need to approve a firm/attorney. The Board will need to approve a firm/attorney. Support materials include information for two potential firms. Submitted By: Staff

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Legal Counsel

Two local law firms were recommended by the Idaho Charter Commission due to their representation at other charter schools across the state.

(1) Anderson Julian & Hull Law: 208-344-5800 www.ajhlaw.com

• Amy White: (Awhite@ajhlaw.com) • Brett Walther: (Bwalther@ajhlaw.com) There is no retainer and our per hour billing rates will be as follows: Partners: $195.00 Associates: $165.00 Paralegals: $95.00

They handle ALL aspects of education - and currently work with over 150 public, public charter and private schools now. Services provided: Contract review for administration, board issues, facilities, writing policy/procedures, board training. The firm is communicative and large enough to have comprehensive coverage.

(2) Yorgason Law: 208-861-3332 www.yorgasonlaw.com

• Chris Yorgason (chris@yorgasonlaw.com)

Hourly rate: $160.00 or Flat Fee of $1,000 per month to cover ongoing calls, questions.

Specializes in charter schools (not district representation)

Legal Counsel for Compass Charter since 2006

Chris does not employ admin, paralegals, etc. He is a one-man operation. Charters are his main niche while the other side of his business involves representing cities (e.g. Middleton) in Idaho.

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PINECREST ACADEMY OF IDAHO

Supporting Document

Meeting Date: January 24, 2020 Agenda Item: 7 – Discussion and Possible Action to give Approval to the Principal to Apply for Grants Number of Enclosures: 0

SUBJECT: Grant Applications X Action Appointments Approval Consent Agenda Information Public Hearing Regular Adoption

Presenter (s): John Barlow Recommendation: Proposed wording for motion/action: Motion to give approval for the principal of Pinecrest Academy of Idaho to apply for grants as deemed necessary, while still needing to seek Board approval for acceptance of funds awarded for any particular grant. Fiscal Impact: N/A Estimated Length of time for consideration (in minutes): 5-10 Minutes Background: This would allow the school to apply for grants; however, when anything is awarded, the actual grant would be included in an upcoming agenda so the Board understands the terms when accepting those funds. Grant applications always require us to include a date of when boards approve this item. It is easier to do a blank approval as opposed to having to include it on every agenda since these grants often have a very short application window. Submitted By: Staff

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PINECREST ACADEMY OF IDAHO

Supporting Document

Meeting Date: January 24, 2020 Agenda Item: 8 – EXECUTIVE SESSION Pursuant to Idaho State Code 74-206 (1)(a) Number of Enclosures: 0

SUBJECT: Executive Session Action Appointments Approval Consent Agenda

X Information Public Hearing Regular Adoption

Presenter (s): Board Recommendation:

Proposed wording for motion/action:

Fiscal Impact: N/A

Estimated Length of time for consideration (in minutes): 5-10 Minutes Background: The Board will conduct interviews with candidates for the principal position. These interviews will be held in an executive session. Submitted By: Staff

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PINECREST ACADEMY OF IDAHO

Supporting Document

Meeting Date: January 24, 2020 Agenda Item: 9 – Discussion and Possible Action to Appoint a Principal for Doral Academy of Idaho Number of Enclosures: 0

SUBJECT: Principal Appointment X Action Appointments Approval Consent Agenda Information Public Hearing Regular Adoption

Presenter (s): Board Recommendation: Proposed wording for motion/action: Fiscal Impact: N/A Estimated Length of time for consideration (in minutes): 5-10 Minutes Background: Following the interviews with the candidates for principal, the Board may choose to appoint a candidate to the position. Submitted By: Staff

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