PROCEEDINGS OF THE ST. JOHN THE BAPTIST PARISH SCHOOL BOARD

RESERVE, LA – MEETING OF SEPTEMBER 5, 2013

ITEM 1:  The Chair called the meeting to order and read the following call:

HONORABLE MEMBERS OF THE SCHOOL BOARD

Parish of St. John the Baptist

Dear Board Member:

Upon call of the President, the St. John the Baptist Parish School Board will meet in special session at Godchaux Grammar Cafeteria, 1600 Highway 44, Reserve, Louisiana, on Thursday,  September 5, 2013, at 6:00 p.m.

An agenda for the meeting is attached.

Sincerely, s/Kevin R. George

Superintendent/Secretary

The Chair called for a moment of silent meditation followed by the Pledge of Allegiance. 

Dr. Keller asked that the family of Mrs. Olga Porteous, a long-time educator in St. John Parish, and the mother of past Superintendent Dr. Courtney Millet, be remembered in prayer as well as Mr. John Ellis, teacher at East St. John High School.  Both are recently deceased.

ITEM 2.  ROLL CALL OF MEMBERS:

PRESENT: Messrs. Keller, DeFrancesch, Johnson, Wise, Bacas, Nicholas, Triche.

ABSENT:  Mr. Jack, burl, Sanders, Jones.

There were 7 members present, 4 absent.

ITEM 3. APPROVAL OF MINUTES: Meeting of August 15, 2013.

MOTION BY:     Dr. Keller

SECOND BY:    Rev. Nicholas

MOTION:  To approve the minutes from the meeting of August 15, 2013.

No objections.

The motion carried.

7 Yeas - Keller, DeFrancesch, Johnson, Wise, Bacas, Nicholas, Triche

0 Nays

4 Absent – Jack, Burl, Sanders, Jones

ITEM 4. SUPERINTENDENT’S REPORT. Mr. Kevin R. George, Superintendent.

ITEM 5. EDUCATIONAL PRESENTATIONS AND RECOGNITIONS BY THE BOARD OR STAFF

ITEM 6.  PERSONNEL MATTERS: 

ITEM 7.  BUSINESS AND FINANCE: 

ITEM 7a. Mr. Peter Montz – Request Board approval to solicit bids for two head start buses.

MOTION BY:     Mr. Wise

SECOND BY:    Dr. Keller

MOTION:  Board approval to approval to solicit bids for two head start buses.

No objections.

The motion carried.

7 Yeas - Keller, DeFrancesch, Johnson, Wise, Bacas, Nicholas, Triche

0 Nays

4 Absent – Jack, Burl, Sanders, Jones

ITEM 7b.  Mr. Peter Montz – Request Board approval on Proposal 14.22, General and Fleet Liability Insurance

MOTION BY:  Mr. Wise

SECOND BY:  Mr. Johnson

No objections.

The motion carried.

7 Yeas - Keller, DeFrancesch, Johnson, Wise, Bacas, Nicholas, Triche

0 Nays

4 Absent – Jack, Burl, Sanders, Jones

Mr. Jack, Mr. Burl, and Mr. Jones arrived at 6:05 and was recorded as present.

ITEM 8.  OLD BUSINESS

ITEM 8a. Rev. Rodney Nicholas – Request Board approval to authorize that the Superintendent be delegated the authority to sign contractual agreements only after they have been approved by a majority vote of the Board.

MOTION BY:  Rev. Nicholas

SECOND BY:  Mr. Johnson

MOTION:  To authorize that the Superintendent be delegated the authority to sign contractual agreements only after they have been approved by a majority vote of the Board.

Mr. Orenthal Jasmin was asked if this was legal for the board to authorize.  Mr. Jasmin stated that  LARS 17:83 states that the president of the board shall sign all contracts but attorney general opinion No. 92-373 allows boards to grant the superintendent the power to sign contracts. 

Following further discussion, Mr. Jack called for question, seconded by Mr. Burl.

Upon roll call to end discussion, there were:

8 Yeas – Jack, Burl, Keller, DeFrancesch, Jones, Johnson, Bacas, Nicholas

2 Nays – Wise, Triche

1 Absent – Sanders

Upon roll call on the original motion, there were:

6 Yeas – Jack, Burl, Defrancesch, Jones, Johnson, Nicholas

4 Nays – Keller, Wise, Bacas, Triche

1 Absent – Sanders

The motion carried.

ITEM 9.  NEW BUSINESS

ITEM 9a.  Mr. David Andras – Request permission to apply for 2014-2015 E-Rate Grant

ITEM 9b. Mr. David Andras – Request permission to advertise for Webhosting Service

ITEM 9c.  Mr. David Andras – Request board permission to apply for Priority 2 E-Rate Grant for district wide phone system

MOTION BY:     Dr. Keller

SECOND BY:    Mr. Jones

MOTION:  To grant permission for ITEMS 9a, 9b and 9c:  to apply for 2014-15 E-Rate Grant; to advertise for Webhosting Service; and to apply for Priority 2 E-Rate Grant for district-wide phone system.

No objections.

Motion carried.

10 Yeas – Jack, Burl, Keller, DeFrancesch, Jones, Johnson, Wise, Bacas, Nicholas, Triche.

0 Nays

1 Absent - Sanders

ITEM 9d. Mr. Kevin R. George – Status on lawn care contract.  Recommendation of administration.

Dr. Keller asked what the recommendation of the superintendent was.  Mr. Kevin R. George stated that administration recommends terminating the grass cutting contract.

MOTION BY:  Mr. Wise

SECOND BY: Dr. Keller

MOTION:        To terminate the grass cutting contract.

Upon roll call, there were:

8 Yeas – Burl, Keller, DeFrancesch, Johnson, Wise, Bacas, Nicholas, Triche.

1 Nays – Jones

1 Abstention - Jack

1 Absent – Sanders

Motion carried.

Following further discussion, there was a

MOTION BY:  Dr. Keller

SECOND BY: Rev. Nicholas

MOTION:        To award the contract to the next lowest bidder from the latest request for bids

Following discussion, in which several parents stated their dissatisfaction with the way the schools’ grounds have been maintained, Mr. George stated that there are two options for the board:

1.                 Hire the next lowest bidder on the list; or

2.                 Send out a request for bids again

Following a statement by Mr. Ronald Maxon in opposition to this motion, a substitute motion was offered:

SUBSTITUTE MOTION BY:         Mr. Wise

SECOND BY: Mr. Jones

MOTION:        To have the superintendent and his administration come up with a decision regarding grounds maintenance by close of business next Tuesday and leave it at the discretion of the superintendent to find a company that can do the job at a reasonable price with the proper credentials.

Upon roll call, there were:

8 Yeas -  Burl, DeFrancesch, Jones, Johnson, Wise, Bacas, Nicholas, Triche

1 Nay – Keller

1 Abstention – Jack

1 Absent – Sanders

Motion carried.

ITEM 9e.  Mr. Felix Boughton – Executive Session – ESJH and LPE Appeal

Dr. Keller asked that the Board combine ITEM 9e and ITEM 10a into one Executive Session.  The president granted this request and read both items for the public.

ADDENDUM ITEM 10a:   Mr. Kevin George, Superintendent – Executive Session - Charles Patin (Class action attorney) St. John the Baptist Parish School Board, Et Al v. State of Louisiana, Et Al

MOTION BY:     Mr. Bacas

SECOND BY:    Mr. Jones

MOTION:           To convene in Executive Session

No objections. Mr. Sanders was absent.

Motion carried.

The  Board convened in Executive Session at 6:28 p.m.

MOTION BY:     Dr. Keller

SECOND BY:    Mr. Jones

MOTION:           To reconvene in Regular Session

No objections. Mr. Sanders was absent.

Motion carried.

The Board reconvened in Regular Session at 7:47 p.m.

MOTION BY:  Dr. Keller

SECOND BY: Entire Board (Mr. Sanders was absent)

MOTION:  To contract with All South Consulting Engineers for Program Management Services in support of the School Board’s effort related to damages to school facilities as a result of Hurricane Isaac for East St. John High School and Lake Pontchartrain Elementary School.

No objections. Mr. Sanders was absent.

Motion carried.

A representative with All South Consulting Engineers, stated that the School District has decided not to pursue an appeal for either the East St. John High School or Lake Pontchartrain Elementary School at this time.  Instead, we are submitting an application to FEMA’s Alternative Procedures Pilot Program, which FEMA developed as a a result of Super Storm Sandy.

Mr. George stated that this program will allow the School Board to maximize FEMA funding, while giving us the flexibility to repair facilities in a manner best suited to our needs.  It will also save time, as FEMA has until February 20, 2014 to make a decision.

*************************  PROGRAM MANAGEMENT SERVICES CONTRACT ******************************

This contract ("Contract"), with an effective date of_______________________________ , 20_____ , is by and

between St. John the Baptist School Board and it's duly authorized agent _________________________________________________

("OWNER") and All South Consulting Engineers. LLC ("PROGRAM MANAGER (PM)").

In consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1          SCOPE OF SERVICES

1.1 PROGRAM MANAGER shall perform the services as set forth in Attachment A-l ("Contracted Services"), incorporated herein by reference, and shall strictly conform to the terms and conditions of this Contract.

2          TERM OF AGREEMENT

2.1 This Contract shall commence on the date first stated above, and PROGRAM MANAGER is authorized to commence performance of the Contracted Services as of that date. This Contract terminates in four (4) years or at the completion of the projects covered by this Contract unless terminated earlier pursuant to the terms and conditions of this Contract. PROGRAM MANAGER shall complete the Contracted Services in accordance with the scope set forth in Attachment A-l.

3          COMPENSATION AND PAYMENT

3.1                As compensation for the performance of the Contracted Services ("Compensation"), OWNER will pay PROGRAM MANAGER in the amount and manner set forth in Attachment B ("Compensation and Payment"), incorporated herein by reference. OWNER shall not have any liability for any other expenses or costs incurred by PROGRAM MANAGER other than as expressly set forth in Attachment B.

3.2                Owner agrees to pay Program Manager within thirty (30) days of receipt of invoice. Failure to pay Program Manager within thirty days, Program Manager retains right to charge interest at a rate of 1 Vi percent above prime.

4          LIEN WAIVER

4.1 PROGRAM MANAGER shall promptly pay for all services, labor, materials and equipment used or employed by PROGRAM MANAGER in the performance of the Contracted Services and shall maintain all materials, equipment, structures, buildings, premises and property of the OWNER free and clear of mechanic's or other liens. PROGRAM MANAGER shall, if requested, provide OWNER with reasonable evidence that all services, labor, materials and equipment have been paid in full.

5          INDEPENDENT CONTRACTOR

5.1 For purposes of this Contract, PROGRAM MANAGER is an independent contractor and shall not be deemed to be an employee, agent or joint venturer of OWNER. PROGRAM MANAGER shall be solely responsible for the means and methods for carrying out the Contracted Services.

6          COMPLIANCE WITH THE LAW

6.1 Program Manager shall furnish its services properly, in accordance with the standards of its profession, and in accordance with applicable federal, state and local laws and regulations which are in effect on the date of this Contract.

7          PERMITS AND LICENSES

7.1 PROGRAM MANAGER will obtain and pay for all permits and licenses, registrations, qualifications, and other governmental authorizations required by law that are associated with PROGRAM MANAGER'S performance of Contracted Services.

8          STANDARD OF PERFORMANCE

8.1                PROGRAM MANAGER shall perform the Contracted Services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances in the region where the project ("Project") is located.

8.2                Nothing in this Contract shall be construed to mean that Program Manager assumes any of the responsibilities or duties of Prime Contractor or Designer. Prime Contractor will be solely responsible for construction means, methods, techniques, sequences and procedures used in the construction of the Project and for the safety of its personnel, property, and its operations and for performing in accordance with the contract between Owner and Prime Contractor. Designer is solely responsible for the design requirements and design criteria of the Project and shall perform in accordance with the agreement between Designer and Owner. Program Manager's services shall be rendered compatibly and in cooperation with the services provided by Designer under the Agreement between Owner and Designer. It is not intended that the services of Designer and Program Manager be competitive or duplicative, but rather be complementary. Program Manager will be entitled to rely upon Designer for the proper performance of services undertaken by Designer pursuant to the Owner-Designer Agreement.

9          HEALTH & SAFETY

9.1 Owner shall be responsible for the presence at the site of any asbestos, PCB's, petroleum, radioactive materials and other hazardous materials, and the consequences of such presence.

9.2                PROGRAM MANAGER'S employees and the employees of its subcontractors who perform the Contracted Services shall be experienced and properly trained to perform the Contracted Services under such conditions and shall take adequate precautions to protect human health and the environment in the performance of the Contracted Services.

9.3                In the event that OWNER observes a potentially hazardous condition relating to the Contracted Services other than the presence of asbestos or hazardous materials at the jobsite, OWNER may bring such condition to the attention of PROGRAM MANAGER.

10        CONTACT WITH REGULATORY AGENCIES

10.1 Except to the extent expressly set forth in this Contract, PROGRAM MANAGER shall not communicate directly with applicable governmental regulatory agencies with regard to the Contracted Services without prior express authorization from OWNER. PROGRAM MANAGER shall direct inquiries from governmental regulatory agencies to OWNER for appropriate response. Under this agreement, the PROGRAM MANAGER will act as the OWNERS representation and work with the Louisiana Governors Office of Homeland Security and Emergency Preparedness (GOHSEP) and the Federal Emergency Management Agency (FEMA).

11        QUALITY CONTROL PLANS

11.1 If required by the Scope of Services, PROGRAM MANAGER shall execute a quality control plan acceptable to OWNER that ensures the quality of its work products and activities. Prior to starting the performance of the Contracted Services, PROGRAM MANAGER shall submit its quality control plan for the work products and activities identified in the Scope of Services. Submission of the quality control plan to OWNER will not replace in any way PROGRAM MANAGER'S responsibility for quality control or for its work products and activities. Notwithstanding any review by OWNER, PROGRAM MANAGER shall be responsible for the quality of the Contracted Services.

12        AMENDMENTS

12.1 OWNER may, from time to time, order modifications or changes in the scope of the Contracted Service by written Amendment. In addition, Amendments may be requested by PROGRAM MANAGER based upon material changes to the Contracted Services. Amendments shall consist of additions to, deletions from or other revisions or changes to the schedule and to the Contracted Services.

13        SUSPENSION OF SERVICES

13.1      Owner may in writing order Program Manager to suspend all or any part of Program Manager's Services for the Project for the convenience of Owner or for stoppage beyond the control of Owner or PM. If the performance of all or any part of the Services for the Project is so suspended, an adjustment in PM's compensation shall be made for the increase, if any, in the cost of PM's performance of this Contract caused by such suspension and this Contract shall be modified in writing accordingly.

13.2             In the event Program Manager's Services for the Project are suspended, Owner shall reimburse PM for all of the costs of its construction site staff, assigned Project home office staff and other costs as provided for by this Contract for the first thirty (30) days of such suspension. PM shall reduce the size of its project staff for the remainder of the suspension period as directed by Owner and, during such period, Owner shall reimburse PM for all of the costs of its reduced staff. Upon cessation of the suspension, PM shall restore the construction site staff and home office staff to its former size.

13.3             Persons assigned by PM to another project during such suspension periods and not available to return to the Project upon cessation of the suspension shall be replaced. Owner shall reimburse PM for costs incurred for relocation of previous staff persons returning to the Project or for new persons assigned to the Project.

14         FORCE MAJEURE

14.1 OWNER shall not be responsible for delay in the performance of its obligations under this Contract caused by a force majeure event. To the extent that Contracted Services are delayed by a force majeure event, PROGRAM MANAGER will be entitled to an equitable adjustment. For purposes of this Contract, a "force majeure event" is an occurrence or circumstance beyond the control of the claiming party and may include, but is not limited to extraordinary weather conditions, or other natural catastrophes, war, riots, strikes, lockouts, or other industrial disturbances or acts of any governmental agencies.

15         TERMINATION FOR CONVENIENCE

15.1 All or part of this Contract may be terminated by OWNER for its convenience by twenty (20) days written notice to PROGRAM MANAGER. In such event, PROGRAM MANAGER will be entitled to Compensation for Contracted Services performed up to the date of termination. PROGRAM MANAGER shall not be entitled to compensation or profit for Contracted Services not performed.

16         TERMINATION FOR DEFAULT

16.1            OWNER may at any time, by written notice, terminate the whole or any part of this Contract for default ("Termination for Default") upon failure of PROGRAM MANAGER to promptly cure such default in such time as OWNER may reasonably allow. For the purposes of this Contract, default includes but is not limited to: (i) failure to strictly adhere to the terms and conditions of this Contract; (ii) failure to maintain progress so as to endanger proper performance of the Contracted Services; or (iii) failure to maintain adequate financial or legal capacity to properly complete the Contracted Services.

16.2          In the event of Termination for Default, PROGRAM MANAGER will be compensated for the Contracted Services properly performed prior to such termination for default. OWNER may withhold any outstanding Compensation otherwise due to PROGRAM MANAGER pending final completion and acceptance of the Contracted Services and an accounting of related costs. In the event that the withheld amount exceeds the damages associated with PROGRAM MANAGER'S default, OWNER shall promptly pay such excess funds to PROGRAM MANAGER. In the event of a shortfall between such costs and any amounts due to PROGRAM MANAGER, PROGRAM MANAGER shall promptly pay OWNER for such shortfall within 3 days of OWNER'S written demand for such payment.

16.3 If, after notice of Termination for Default, it is determined for any reason that PROGRAM MANAGER was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to Termination for Convenience.

17       INSURANCE

17.1      PROGRAM MANAGER shall maintain at least the following insurance coverages, unless
otherwise agreed by OWNER in writing:

17.1.1       Commercial General Liability coverage on an occurrence basis with a per project aggregate with limits of not less than $1,000,000 per occurrence, $2,000,000 general aggregate. Coverage shall include premises, operations, products & completed operations, independent contractors, contractual, personal injury and broad form property damage.

17.1.2       Auto liability coverage in the amount of $1,000,000 per occurrence and covering owned, hired and non-owned vehicles.

17.1.3       Statutory workers' compensation insurance ("workers' compensation") in the state in which work is to be performed and including any applicable Federal Act coverage and Employer's Liability limits of:

$1,000,000 each accident $1,000,00 disease - policy limit $1,000,000 disease - each employee

If PROGRAM MANAGER is domiciled in a state different from that in which work is performed an "all states" endorsement must be provided. If work is performed in a monopolistic workers' compensation state a "Stop Gap Employers' Liability" endorsement must be provided on either another states' workers' compensation policy or contractors' General Liability policy.

17.1.4   Professional liability insurance in the amount of $1,000,000 per claim. Professional liability must not be limited to Bodily Injury and Property Damage liability. Coverage must be maintained for a minimum of two years following completion of the Contracted Services.

17.2             Policies providing coverage for 17.1.1 and 17.1.2 above must include endorsements adding the OWNER as additional insured, stating coverage is primary and not contributory with any other insurance or self insurance available to the additional insured and a waiver of subrogation in favor of OWNER on all policies except professional liability insurance under Section 17.1.4.

17.3             All policies must provide a 30 calendar day notice of cancellation with no exculpatory language. Policies must be written with insurance carriers authorized to do business in the state in which work is performed and must carry a minimum Best's rating of B+VII or equivalent. Prior to commencing work under this contract, certificates of insurance with original signed endorsements must be provided to OWNER.

17.4            If PROGRAM MANAGER utilizes the services of sub consultants or subcontractors, PROGRAM MANAGER shall require such sub consultants and subcontractors meet the requirements set forth in this Article 17.

17.5            Owner shall be responsible for purchasing and maintaining its own liability insurance and at Owner's option, may purchase and maintain such additional insurance to protect Owner against claims losses, or damages that may arise from the Project.

17.6            PROGRAM MANAGER, as agent of Owner, shall be named as an additional insured in any insurance policy obtained by Owner and Prime Contractors for the Project.

17.7            Owner shall be responsible for purchasing builder's risk insurance on an all risk basis, sufficient to cover the interest of PROGRAM MANAGER.

18        INDEMNITY

18.1             PROGRAM MANAGER shall defend, indemnify and hold harmless OWNER, and its respective officers, agents, and employees, from and against any and all liability, claims, suits, loss, fines, penalties, damages, costs, and expenses, including but not limited to, attorneys' fees and court costs, ("Loss"), including all costs of appeals, in connection with or related to the performance of the PROGRAM MANAGER'S duties and obligations under this Contract excluding items covered in 18.2.

18.2             PROGRAM MANAGER shall not be liable under this Article for Loss caused by the negligence or willful misconduct of OWNER, CONTRACTOR or DESIGN CONSULTANT.

The Owner shall cause each Designer, Engineer and Prime Contractor, (hereinafter collectively referred to as Agents), to agree to defend, indemnify and exonerate the Project Manager (and its agents and employees) as to and from all liability, claims, action, causes of action, lawsuits and demands (including all judgments and settlements made at arms length and all attorneys fees and litigation expense connected therewith) for personal injury, death, (including personal injury or death of the Agents' own employees) and/or property damage arising out of any act or omissions, work or operation performed by, for, and on behalf of the Agents. The foregoing covenant and agreement shall include all such liabilities, claims, lawsuits and demands where it is charged, alleged or proven that the Agents (or its agents or employees) was in any way at fault in causing or contributing to such injury, death or property damage. The Agents' liability insurance policies shall each contain contractual insurance coverage so as to protect the Agents and in turn the Project Manager as to the covenant contained in this section. The Project Manager shall be named as an additional insured in the Agents' comprehensive general liability, automobile and excess liability insurance policies.

Owner hereby agrees to defend, indemnify, and hold harmless PM and its employees, agents and representatives from and against any and all claims, demands, suits and damages for bodily injury and property damage that arise out of or result from negligent acts or omissions of Owner, its

employees, agents, representatives, independent Prime Contractors, material suppliers, Prime Contractor and Designer.

19        DISPUTES

19.1            Any dispute related to this Contract shall be submitted to a panel consisting of at least one representative of each party who shall have the authority to enter into an agreement to resolve the dispute. The panel may meet or may conduct its discussions by telephone or other electronic means. In the event that the panel is unable to reach a mutual resolution of the dispute, or has failed to convene within two weeks of the request of either party, the matter may be referred by either party to a court of appropriate jurisdiction.

19.2            All communications between the parties or their representatives in connection with the attempted resolution of any dispute shall be confidential and deemed to have been delivered in furtherance of dispute settlement and shall be exempt from discovery and production, and shall not be admissible in evidence whether as an admission or otherwise, in any arbitration, judicial or other proceeding for the resolution of the dispute.

20      NOTICE

20.1 Any notice or communication required or permitted by this Contract shall be deemed sufficiently given if in writing and when delivered personally or upon receipt of registered or certified mail, postage prepaid with the U.S. Postal Service, and addressed as follows:

OWNER:

St. John the Baptist School Board Government
Attn:___________________________________

PROGRAM MANAGER:

All South Consulting Engineers, LLC

652 Papworth Ave

Metairie, La. 70005__________________

Attn:   Timothy P. Bonura_____________

or to such other address as the party to whom notice is to be given has furnished by the receiving party in writing.

21        REMEDIES

21.1 No remedies or rights conferred upon OWNER by this Contract are intended to be exclusive of any remedy or right provided by law or equity, but each shall be cumulative and shall be in addition to every other remedy or right given herein or now or hereafter existing at law or in equity.

22         CONFIDENTIAL INFORMATION

22.1            All information and data disclosed by OWNER or otherwise developed or obtained under this Contract shall be deemed to be proprietary and confidential information ("Confidential Information").

22.2            PROGRAM MANAGER shall not disclose Confidential Information without OWNER'S written consent. Those persons under PROGRAM MANAGER'S control shall not use Confidential Information for any purpose other than for the proper performance of the Contracted Services.

22.3            PROGRAM MANAGER'S obligations under this Article shall not apply to Confidential Information that is (i) in the public domain without breach of this Contract; (ii) developed independently by PROGRAM MANAGER; (iii) received by PROGRAM MANAGER on a non­confidential basis from others who had a right to disclose such Confidential Information; or (iv) required to be disclosed by Law, but only after actual prior written notice has been received by OWNER and OWNER has had a reasonable opportunity to protect disclosure of such Confidential Information.

22.4            PROGRAM MANAGER shall require that the foregoing obligations of confidentiality and use also extend and bind the employees and agents of PROGRAM MANAGER and its sub consultants and subcontractors who have been provided access to the Confidential Information under this Contract.

23         RIGHTS IN DATA

23.1            PROGRAM MANAGER agrees that all data and information in hard copy, electronic, or any other format, disclosed, developed or obtained under this Contract ("Data"), other than PROGRAM MANAGER'S Confidential Information, shall be and remain the sole property of OWNER. Delivery of the Data to OWNER shall be a precondition for Final Payment.

23.2            PROGRAM MANAGER shall promptly deliver all Data to OWNER upon OWNER'S request. PROGRAM MANAGER shall be fully responsible for the care and protection of the Data until such delivery. PROGRAM MANAGER may retain one copy of the Data for PROGRAM MANAGER'S archives subject to PROGRAM MANAGER'S continued compliance with the provisions of this Article.

23.3            PROGRAM MANAGER agrees not to assert, or to allow persons performing under PROGRAM MANAGER'S control, to assert any rights to Data or establish any claim under design, patent or copyright laws. It is expressly agreed that all copyrightable or patentable Data produced under the Subcontracted Services has been specifically commissioned by OWNER, shall be considered "work for hire", and that all copyrightable and other proprietary rights therein shall vest solely in OWNER.

23.4 PROGRAM MANAGER understands and agrees that all rights under copyright and patent laws under this Contract belong to OWNER. PROGRAM MANAGER hereby assigns any and all rights, title and interests under copyright, trademark and patent law to OWNER, and agrees to assist OWNER in perfecting the same at OWNER'S expense. Except as otherwise provided in this Contract, said documents shall be delivered to OWNER without additional cost to OWNER.

24         ELECTRONIC COPIES

24.1 If requested, solely as an aid and accommodation to OWNER, PROGRAM MANAGER may provide copies of its work product documents in computer-readable media ("electronic copies," "CADD"). These documents will duplicate the documents provided as work product, but will not bear the signature and professional seals of the registered professionals responsible for the work. OWNER is cautioned that the accuracy of electronic copies and CADD documents may be compromised by electronic media degradation, errors in format translation, file corruption, printing errors and incompatibilities, operator inexperience and file modification. PROGRAM MANAGER will maintain the original copy, which shall serve as the official, archived record of the electronic and CADD documents.

25         SURVIVAL OF TERMS

25.1 Articles on Indemnity, Confidential Information and Rights in Data shall survive termination of this Contract.

26         ASSIGNMENT AND SUBCONTRACTING

26.1            PROGRAM MANAGER shall not assign or subcontract this Contract nor any rights or obligations herein without the prior written consent of OWNER. In the event this Contract is assigned or subcontracted by PROGRAM MANAGER, PROGRAM MANAGER shall remain responsible to OWNER for the proper performance of PROGRAM MANAGER'S obligations under this Contract.

26.2            The terms and conditions of PROGRAM MANAGER'S subcontracts or assignments under this Contract shall, at a minimum, require the subcontractor or assignee to fully comply with this Contract unless otherwise authorized in writing by OWNER.

27         AMENDMENT AND WAIVER

27.1 This Contract may be amended only in writing and executed by each of the parties. Either party may waive any provision of this Contract to the extent such provision is for the benefit of such waiving party. No action taken pursuant to this Contract shall be deemed to constitute a waiver by that party of its or the other party's compliance with any representations or warranties or with any other provision of this Contract. No waiver by either party of a breach of any provision of this Contract shall be construed as a waiver of any subsequent or different breach, and no forbearance by a party to seek a remedy for noncompliance or breach by the other party shall be construed as a waiver of any right or remedy with respect to such noncompliance or breach.

28         SEVERABILITY

28.1 The invalidity or unenforceability of any particular provision of this Contract shall not affect the other provisions, and this Contract shall be construed in all respects as if any invalid or unenforceable provision were omitted.

29         GOVERNING LAW

29.1 The validity, construction and performance of this Contract and all disputes between the parties arising out of or related to this Contract shall be governed by the laws, without regard to the law as to choice or conflict of law, of the jurisdiction where the Project Site is located.

30         VENUE, JURISDICTION AND SERVICE OF PROCESS

30.1 The parties agree that any suit, action or proceeding arising out of or related to this Contract shall be instituted in the Federal District Court or in the appropriate state court in St John Parish, Louisiana, and each party irrevocably submits to the jurisdiction of those courts and waives any and all objections to jurisdiction or venue that it may have under the laws of such state or otherwise in those courts in any such suit, action, or proceeding.

31         ENTIRE AGREEMENT

31.1 This Contract embodies the entire agreement and understanding between the parties pertaining to the subject matter of this Contract, and supersedes all prior agreements, understandings, negotiations, representations and discussions, whether verbal or written, of the parties, pertaining to that subject matter.

32         EPA GRANT CONDITIONS

32.1             If OWNER has entered into or will enter into Assistance Agreements with the Environmental Protection Agency (EPA). Regarding its services, PROGRAM MANAGER agrees to be bound by the conditions contained therein with respect to the Assistance Agreement Award Conditions, which apply to the OWNER, its contractors, subcontractors, employees, and representatives.

32.2             In the event of a conflict between EPA conditions and this Agreement, the EPA conditions shall govern.

33         RECORDS

33.1            OWNER and any of its duly authorized representatives, shall, until the expiration of 3 years after final payment under this AGREEMENT, have access to and the right to examine any books, documents, papers and records of PROGRAM MANAGER involving transactions related to this AGREEMENT.

33.2            PROGRAM MANAGER represents that its accounting books and records are kept on a job cost basis in accordance with generally accepted accounting practices and that its overall accounting

system is sufficient to sustain an audit by local, State or Federal Audit Agencies. PROGRAM MANAGER agrees that should a local, State, or Federal audit disallow PROGRAM MANAGER'S costs, PROGRAM MANAGER shall reimburse OWNER all such costs disallowed.

33.3 PROGRAM MANAGER'S records shall include, but are not limited to, accounting records, daily reports, correspondence and subcontractor files (hard copies as well as computer readable data, if it can be available). Records subject to audit shall include, but not be limited to, those records necessary to evaluate and verify direct and indirect costs (including overhead allocations), as they may apply to cost and/or change order requests associated with this Contract. The OWNER also reserves the right to interview employees, make photocopies, and inspect any and all records at a reasonable time for a minimum of three (3) years after completion of the project.

34        ATTACHMENTS

34.1     The following attachments are hereby made a part of this Agreement:

Attachment "A-l" Contracted Services

This is an exhibit attached to and made a part of the Agreement dated between St. John the Baptist School Board (OWNER) and All South Consulting Engineers, LLC (Program Manager) for Professional Services.

1.        The scope of services in Section 1 of said agreement is amended to include the following:

■    Project Management for facilities and infrastructure damaged as a result of wind and flood waters. This service will include working with St. John the Baptist School Board departments, Federal Emergency Management Agency, State agencies and the professional service firms hired to perform the design and construction services for repairs. This service is designed to extend the work force of the existing school Board staff to handle the increased work load as a result of the storm.

The scope of services to be provided under this contract is directly related to the Project Management Services for the listed Project Worksheets, which is provided for under the FEMA Public Assistance Program:

1.       Consultation, advice, assistance, and other support to the School Board on technical matters relating to project management, design, architectural, engineering, construction contract, financial, organizational and logistical matters in the recovery efforts from the damage caused by Hurricane Isaac;

2.       General overall Program Management including planning, scheduling, cost control, documentation, supervision, assistance, management, administration, document control, reporting, data management, direct management, and indirect management in the recovery efforts from the damage caused by Hurricanes Isaac;

3.       Consultation, assistance, and advice on the selection, scheduling, coordination, cost control, management, administration and financial documentation of the various Architects and Engineers and the various services provided by Architects and Engineers in connection with the recovery efforts from the damage caused by Hurricane Isaac.

4.       Consultation, assistance, review, advice, support and document control of the Architects and Engineers conceptual designs, drawings and plans, along with the contractor procurement process, bid advertisements, bid packages, analysis of bids, negotiations, awarding of contracts, drafting and preparation of contracts efforts related to the damage caused by Hurricane Isaac;

5.       Construction planning, construction management, construction oversight, construction administration, conflict resolution, closeout, and document control efforts related to the damage caused by Hurricanes Isaac;

6.       Consultation, direct management, indirect management, and support to the Owner as to the administrative requirements set forth in the Stafford Act and Hazard Mitigation Proposals related to efforts to recover from the damage caused by Hurricanes Isaac.

The scope of services to be provided under the program management portion of the overall project is to include the following services which are directly related to the administration of these projects, which are covered by the administrative allowance and or constitute a direct administrative cost under the FEMA Public Assistance Program:

■        The development of Project Worksheets;

■        Project listing development, such as costs for data collection and data dissemination;

■        Project formulation, such as costs for financial compliance reviews, funding anticipation, site visits, project description development, project scope development, project cost estimates and documentation;

■        PW writing;

■        PW review and final approval;

■        PW processing, such as costs for eligibility review, program funding request documentation, program funding request processing, and additional FEMA/GOHSEP documentation requests;

■        PW management and closeout process;

■        Project payment requests;

■        Project cost reconciliations;

■        Project inspection requests;

■        Evaluating estimating cost overruns;

■        PW versions for cost adjustments;

■        Various program management/closeout activities.

EXIBIT A OF ATTACHMENT A-l

Project Description:

All South Consulting Engineers, LLC will provide professional services as required to provide overall program management, and add additional staff to St. John the Baptist School Board due to the increased workload required to repair damaged infrastructure and facilities as a result of hurricane damage. This additional staff will work on projects as directed by St. John the Baptist School Board and provide management to the overall scope of work as identified by St. John the Baptist School Board.

The identified scope of services listed below includes services which are directly related to the administration of these projects, which are covered by the Administrative allowance and or constitute a direct administrative cost under the FEMA Public Assistance Program:

1.       The development of Proj ect Worksheets;

2.       Project listing development, such as costs for data collection and data dissemination;

3.       Project formulation, such as costs for financial compliance reviews, funding anticipation, site visits, project description development, project scope development, project cost estimates and documentation;

4.       PW writing;

5.       PW review and final approval;

6.       PW processing, such as costs for eligibility review, program funding request documentation, program funding request processing, and additional FEMA/GOHSEP documentation requests;

7.       PW management and closeout process;

8.       Project payment requests;

9.       Project cost reconciliations;

10.    Project inspection requests;

11.    Evaluating estimating cost overruns;

12.    PW versions for cost adjustments;

13.    Various program management/closeout activities.

East St John High School Tasks and PW's

•          PW 562 - Concession Bldg

•          PW 566 Field House

•          PW 606 Small Classroom

•          PW 788 Vo Tech Bldg

•          PW 1177 Gym/Cafeteria

•          PW 1186 Main Building

•          Perform comprehensive site visit and review of scope of work for the High School's buildings. Identify any missing scope not captured in these PWs. This review would included PW 562 Concession Building, PW 566 Field House, PW 606 Small Classroom, PW 788 Vo Tech, and PW 1177 Gym/Cafeteria.

•          Perform environmental testing in order to determine if there are undetected environmental issues in the facility and/or to clear the facility for use.

•          Submit version requests to FEMA to scope align High School PWs, if needed.

•          Submit an application under FEMA's Alternate Procedures Pilot Program, consolidating all projects on the High School Campus. This will require an agreement on a cap estimate of project costs, but will allow any underrun on cost to be used for other construction activity on campus.

•          Review Broodmoor's 75% plans and cost estimate for FEMA ineligible cost and scope upgrades. Address plans to conform with eligible FEMA scope and the School Board desired upgrades.

•          Review the High School repair and upgrade costs; delineate what is FEMA funded and the balance by additional School District funding, and amend scope accordingly.

Lake Pontchartrain Elementary School Tasks and PW

•          PW 567 Lake Pontchartrain Elementary

•          Perform comprehensive site visit and review of scope of work for the Elementary School. Identify any missing scope not captured in the PW.

•          Perform environmental testing in order to determine if there are undetected environmental issues in the facility and/or to clear the facility for use.

•          Submit version request to FEMA to scope align Elementary School PW, if needed.

•          Assess the potential Replacement, Alternate Project options, submit request to GOHSEP if appropriate. Determine whether it is advantageous to request an alternate project under FEMA's Alternative Procedures Pilot Program.

•          If needed, review the Elementary School repair/replacement costs; delineate what is FEMA funded and the balance by additional School District funding, amend scope accordingly.

Attachment "B" Compensation and Payment

This attachment is hereby attached to and is part of the Program Management Agreement. This contract shall not exceed 7% of the overall program funding which includes construction, contents, and administrative costs.

Payment to the ENGINEER shall be as follows:

Rate Schedule for Hourly Tasks:

Personnel:

The Maximum Hourly rates to be paid for each classification of employee shall not exceed the following:

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ITEM 9f.  Mr. Orenthal Jasmin, Board Attorney – Legal Update

ITEM 10.  ADMINISTRATIVE MATTERS

ADDENDUM ITEM 10a.  Mr. Kevin George, Superintendent – Determine the process by which to select an architect for the temporary campus of Lake Pontchartrain Elementary.

This item was addressed in Executive Session in combination with ITEM 9e.

Mr. George stated that there was a parent who asked to speak.  Mr. Cliff Turner introduced himself and stated his disappointment with the Board in not being allowed to speak before the Board convened in Executive Session.  He stated that it was his opinion and the opinion of other parents that the Board is not communicating information to the parents regarding the rebuilding of the 2 schools that were flooded. 

Following discussion in which several other parents stated their dissatisfaction with the communication between parents and the School Board, Mr. Kevin George received permission from the President to make a statement.  He stated: “I appreciate the passion of the parents.  We will not sleep, we will not rest until we’re done. Everything we do is focused on getting these students back in school.  One year is way too long to be waiting.  Thank you for caring and thank you for coming here tonight.”

Mr. George asked Ms. Iona Holloway to the podium.  Ms. Holloway stated that on a good note, St. John Parish was 1 of 17 districts in the United States that received a 2 year grant from the NEA for Professional Development for Certified Personnel. Ms. Holloway stated that the parish should be proud to have received this grant and she, personally, was very excited about this news.

ITEM 11.  BOARD ITEMS OF INTEREST

ITEM 12.  ADJOURNMENT - The agenda having been completed, and there being no further business, there was a

MOTION BY:     Mr. Jones

SECOND BY:    Mr. Bacas

MOTION:           Motion for adjournment.

There were no objections.

The meeting adjourned at 8:10 p.m.

________________________________                                        ________________________________

Kevin R. George, Secretary                                                        Clarence Triche, President