APPROVED 04/24/2019 Oregon Connections Academy (ORCA) MINUTES OF THE BOARD OF DIRECTORS MEETING Wednesday, February 20, 2019 at 11:00 a.m. PT Held at the following location and via teleconference: 833 NW Santiam Boulevard Mill City, OR 97360 _____________________________________________________________________________________________ I.
Call to Order
Mr. Kropf called the meeting to order at 11:02 a.m. II.
Roll Call
Board Members Present: Jeff Kropf and Joseph Brown, (in person); Becky Badger and Kim Thatcher (via phone); Board Members Joined During Meeting: Bobbie Jager (via phone); Guests Present: Allison Galvin, Executive Director; Laura Dillon and Todd Schweitzer, School staff; Matt Lowe, Board Counsel; Jarrod Hogue, Shelly Shires, Damon Pieri, Chris Long and Anne Parmley, POBL staff; David Schmidt, Board Consultant (in person at the meeting location, which was open to the public); D’Athlone Brown, FLVS Representative; Kelly Gatzke, Jay W Ragley, Kristin DeGroff, Megann Arthur, Brian Rosta, and Tanya Lee, POBL staff (via phone). III.
Public Comment
There were no comments at this time. IV.
Routine Business a.
Approval of Agenda
Mr. Kropf asked if Board members would like to request any changes be made to the Agenda. There being no changes noted, a motion was made and seconded as follows: RESOLVED, that the Agenda for the February 20, 2019 meeting of the Board of Directors of Oregon Connections Academy, as presented, is hereby approved. The motion passed unanimously.
V.
Oral Reports a. Presentation by Pearson Online and Blended Learning (POBL) Ms. Parmley introduced herself to the Board, and reviewed her experience and tenure with Pearson. She further introduced additional POBL staff members who were joining the meeting in support of POBL’s services.
[Ms. Jager joined the meeting at 11:10 a.m.] Ms. Shires reviewed the strategic priorities for POBL in the coming academic years, including customer experience, academic outcomes, and student growth. She further reviewed efforts toward curriculum alignment with state standards and innovative technology developments. Mr. Pieri reviewed the school’s current learning management platform, Connexus, and discussed several proposed customizations to the platform for upcoming school years. [Ms. Jager left the meeting at 12:16 p.m.] Ms. Long discussed the vision and mission of POBL’s partner schools’ success, and ongoing efforts to improve the experiences. [Ms. Thatcher left the meeting at 12:28 p.m.] Mr. Kropf thanked the presenters for the information discussed, and advised of the Board’s intent to keep the school’s success at the forefront of all Board decision making. The Board took a short recess at 12:37 p.m. The Board resumed the meeting at 12:46 p.m. VI.
EXECUTIVE SESSION - To discuss information or records that are exempt from public inspection (attorney client privileged communications) – pursuant to ORS § 192.660 (1) (f)
The Board entered into an Executive Session at 12:46 p.m. via a roll call vote of all Board members present, pursuant to ORS § 192.660 (1) (f), to discuss information or records that are exempt from public inspection (attorney client privileged communications). Board members in attendance were: Mr. Kropf, Mr. Brown, and Ms. Badger. The following individuals were also in attendance at the request of the Board: Ms. Galvin, Mr. Schweitzer, Mr. Schmidt, and Mr. Lowe. All others left the meeting at this time. [Mr. Schmidt left the Executive Session at 1:05 p.m.] The Board concluded its Executive Session at 1:45 p.m. via roll call vote. No action was taken during Executive Session. [Ms. Badger left the meeting at 1:45 p.m.] The Board took a short recess while waiting for additional members of the public to re-join the meeting. [Ms. Dillon, Mr. Schmidt, Ms. Brown, Mr. Hogue, Ms. Gatzke, Ms. DeGroff, Ms. Arthur, Dr. Rosta, and Ms. T. Lee rejoined the meeting at 1:51 p.m.]
VII.
Oral Reports a. School Leader’s Report Ms. Galvin reviewed the school’s current enrollment figures.
[Ms. Badger rejoined the meeting at 1:54 p.m.] Ms. Galvin further reviewed an upcoming virtual Career Fair, as well as a staff retreat, where state testing training will take place. i.
Update on State Testing
Ms. Galvin provided the Board with an update on state testing, and advised that the school’s laptops had been refreshed in preparation of the exams. ii.
Graduation Plans
Ms. Galvin advised the Board that the high school graduation ceremony is planned for June 8, 2019, and encouraged Board members to attend. iii.
Update on Enrollment Opening for the 2019-2020 School Year
Ms. Galvin reviewed the opening enrollment date of March 4, 2019, for the 2019-2020 school year, and advised that this date would allow for the best enrollment experience for families at the school. Board members were supportive of the enrollment start date. b. Financial Report Ms. Lee reviewed the financial information contained in the Board materials with the Board, providing specific information on the budget and forecast for the school year. Ms. Lee further reviewed the balance sheet, revenue, and expense statements. VIII.
Consent Agenda
Mr. Kropf asked the Board members whether there were any items from the Consent Items that they wanted moved to Action Items for discussion. There being no changes noted, a motion was made and seconded as follows: RESOLVED, the Consent Items: a. b. c. d. e. f. g. h. i. j.
Approval of Minutes from the January 10, 2019 Special Board Meeting; Approval of Minutes from the January 23, 2019 Board Meeting; Approval of Staffing Report; Approval of School Invoice(s); Approval of Legal Invoice(s); Approval of Bank Reconciliation; Approval of Connections Academy of Oregon, LLC Invoices for January; Approval of LiveSpeech Invoice(s); Approval of CTE Program Invoice(s); and Approval of School Calendar for the 2019-2020 School Year; are hereby approved.
The motion passed unanimously.
IX.
Information Items a.
State and Strategic Client Relations (SSCR) Update
Mr. Hogue provided an update on recent legislative activities which may impact the school. [Ms. Arthur left the meeting at 2:16 p.m.] b.
Outreach Plan for the 2019-2020 School Year
Ms. Dillon presented this item to the Board. She reviewed the school’s proposed Outreach Plan for the upcoming school year, as included in the Board materials. Ms. Dillon highlighted current and projected enrollment numbers, as well as planned activities for student recruitment. Board members had discussion on the outreach plans and specific activities. c.
School Leadership Team (PSLT) Update
Dr. Rosta presented to the Board on behalf of POBL’s Partner School Leadership Team. He discussed the recent Winter Leadership Conference hosted by POBL, and advised of the interest generated during a discussion of ORCA’s CTE program. X.
Strategic Planning a.
Charter Renewal Update
Ms. Galvin provided the Board with an update on this item. She discussed the recent approval of a 5-year contract renewal by the Santiam Canyon School District, and advised that final documents related to the renewal would be presented at a future meeting. XI.
Action Items a. Review and Consideration of Request For Proposals (RFP) Documentation Mr. Lowe presented this item to the Board. He briefly reviewed the Feasibility Determination documentation, as included as Appendix 1 to the minutes. He advised of the timeline for all RFPs to be made available to the public. Mr. Brown recited the Board resolution, as included as Appendix 2 to the minutes. There being no further discussion, a motion was made and seconded as follows: RESOLVED, that the Request for Proposals (RFP) documentation, as discussed, is hereby approved. The motion passed unanimously.
Mr. Kropf reviewed the potential necessity for additional Board meetings prior to the next scheduled date. He advised that all inquiries and responses to the RFP documentation would be made available to the public. XII.
Adjournment and Confirmation of Next Meeting Date on Wednesday, April 24, 2019 at 12:30 p.m.
The next meeting is scheduled for Wednesday, April 24, 2019 at 12:30 p.m. There being no further business, the meeting was adjourned at 2:44 p.m. Appendix 1:
OREGON CONNECTIONS ACADEMY BOARD OF DIRECTORS FEASIBILITY DETERMINATION (ORS 279B.030 and 279B.036) DATED: WEDNESDAY, FEBRUARY 20, 2019 IN SUPPORT OF FUTURE PROCUREMENTS FOR VIRTUAL CHARTER SCHOOL CURRICULUM, TECHNOLOGY MANAGEMENT AND SUPPORT, AND OTHER ADMINISTRATIVE SERVICES I.
Introduction
Oregon Connections Academy (“ORCA”), an Oregon public charter school operating pursuant to ORS Chapter 338, is required to procure its goods and services in compliance with the Oregon Public Contracting Code (ORS Chapters 279A, 279B, and 279C; the “Code”). ORS 338.115(1)(e). For purposes of the Code, ORCA is a “Contracting Agency” authorized by law to conduct public procurements. ORS 279A.010(1)(b). The ORCA Board acts as ORCA’s “local contract review board” for purposes of authorizing and conducting its procurements. ORS 279A.060. ORCA desires to issue three separate requests for competitive sealed proposals pursuant to ORS 279C.060 (the “Procurements”), for service contracts anticipated to begin, variously on July 1, 2019, or July 1, 2020. The Procurements individually will seek services contracts for (1) Comprehensive Virtual Charter School Curriculum and Technology Management Services; (2) Enrollment Platform and Support Services; and (3) Human Resources and Payroll Management and Support Services (collectively, the “Services”). Each resulting service contract is anticipated to exceed a total contract price of $250,000. The Procurements will provide ORCA unbroken continuity with similar services currently provided under an existing third-party agreement expiring on June 30, 2020. Continued provision of these services to ORCA is necessary and crucial to ORCA’s mission and legal obligation to provide the highest possible quality of virtual education to its approximately 4,326 public school students located throughout the State of Oregon. Pursuant to its obligations under ORS 279B.030 and ORS 279C.036, the Board accordingly hereby makes the following pre-procurement determination that performance of the Services by ORCA’s own personnel and resources is not “feasible,” as that term is defined in the Code and relevant Oregon Administrative Rules. II.
Legal Background
ORS 279B.030 requires that Contracting Agencies make a pre-procurement determination for service contracts estimated to exceed $250,000 in price. Specifically, ORCA must conduct either a Cost Analysis” that complies with ORS 279B.033, or a Feasibility Determination that complies with ORS 279B.036. These are mutually-exclusive options available to ORCA, as a Feasibility Determination expressly may be undertaken “without conducting a cost analysis under ORS 279B.033” (emphasis added). ORS 279B.036(1); OAR 137-047-0250. ORCA’s
determination under either ORS 279B.033 and ORS 279B.036, as well as the decision to conduct a procurement based on that determination, is “final and conclusive” unless “clearly erroneous, arbitrary, capricious or contrary to law.” ORS 279B.145; See also Hicks v. Central Point School District, 270 Or App 532, 536-37 (2015). This document constitutes ORCA’s written Feasibility Determination pursuant to ORS 279B.036. A Feasibility Determination is a written, pre-procurement determination that “using the contracting agency's own personnel or resources to perform the services that the contracting agency intends to procure is not feasible.” ORS 279B.036(1). Specifically, ORCA must determine that it, “lacks the specialized capabilities, experience or technical or other expertise necessary to perform the services.” Id. at (a). In making this determination, ORCA “shall compare the contracting agency's capability, experience or expertise in the field most closely involved in performing the services with a potential contractor's capability, experience or expertise in the same or a similar field.” Id. at (a). III.
Determination
ORCA currently contracts, under a single agreement, for comprehensive curriculum, technology platform and support, and various other administrative services with Connections Academy of Oregon, LLC (“Connections”). Connections has provided this comprehensive service package to ORCA under various contracts and renewals from ORCA’s inception in 2005. Attached as Exhibit 1 to this Determination is a schedule from ORCA’s current contract with Connections, demonstrating the full scope of technical, support, and administrative services currently provided by ORCA. ORCA desires to procure a similar set of Services from qualified and experienced service providers upon expiration of its current contract with Connections. Such service providers will be companies that specialize in providing the services in question with trained and qualified personnel. ORCA currently employs 197 staff members. ORCA’s staff is primarily comprised of trained and licensed educators, employed full-time for that purpose. ORCA does not currently employ (nor has it historically) staff that is qualified to perform the desired Services, nor does ORCA staff have the time or resources to conduct such Services. Further, contracting for these third-party Services would not displace any current ORCA staff. Put simply, ORCA staff “lacks the specialized capabilities, experience or technical or other expertise necessary to perform the services.” ORS 279B.036(a). Self-performance of the Services by ORCA is accordingly not feasible.
Appendix 2:
RESOLUTIONS ADOPTED BY THE OREGON CONNECTIONS ACADEMY BOARD OF DIRECTORS (THE “ORCA BOARD”) WEDNESDAY, FEBRUARY 20, 2019 The ORCA Board, acting as ORCA’s Local Contract Review Authority pursuant to ORS 279A.060, hereby resolves as follows: 1. ADOPTION OF WRITTEN FEASABILITY DETERMINATION (ORS 279B.030) RESOLVED, that, pursuant to ORS 279B.030 and ORS 279B.036, the ORCA Board hereby adopts its Written Determination dated February 20, 2019, and attached to the Board’s meeting minutes of that same date, that self-performance by ORCA staff of certain desired services by ORCA is not feasible, and will accordingly be the subject of forthcoming public procurements for services under ORS Chapter 279B. Those services shall be comprised of the following service areas, as will be set forth more particularly in publicly-issued requests for competitive sealed proposals for: (1) Comprehensive Virtual Charter School Curriculum and Technology Management Services; (2) Virtual Charter School Enrollment Platform and Support Services; and (3) Virtual Charter School Human Resources and Payroll Services. 2. PERSONAL SERVICES CONTRACT RESOLVED, that ORCA designates a proposed future contract to be entered into by ORCA’s legal counsel for expert services relating to its upcoming requests for proposals and related contract negotiation processes as a “personal services contract” as that that term is meant under ORS 279A.010(1)(kk), ORS 279A.055(2), and OAR 137-046-0110(23)(a). RESOLVED FURTHER, that the ORCA Board approves expenditures for the personal services contract not to exceed Three Thousand Dollars and No Cents ($3,000.00) per month for a maximum four and one-half month period, totaling a maximum contract price of Thirteen Thousand Five Hundred Dollars and No Cents ($13,500.00) plus expenses agreed to in advance. 3. APPROVAL OF REQUESTS FOR PROPOSALS FOR CHARTER SCHOOL SERVICES RESOLVED, that ORCA shall issue on or around March 1, 2019, three separate requests for competitive sealed proposals for, respectively, the following service contracts pursuant to ORS 279B.060: (1) Comprehensive Virtual Charter School Curriculum and Technology Management Services; (2) Virtual Charter School Enrollment Platform and Support Services; and (3) Virtual Charter School Human Resources and Payroll Services. The requests for proposals shall be substantially in the form of the draft requests reviewed by the ORCA Board at its meeting of Wednesday, February 20, 2019, which may be modified in the reasonable discretion of ORCA’s legal counsel in consultation with Board President Jeff Kropf, Board Member Joseph Brown, and ORCA staff; RESOLVED FURTHER, that ORCA Board President Jeff Kropf shall be named in the requests for proposals, and act as ORCA’s single point of contact for purposes of the requests, as that term and role is defined in the requests for proposals; and
RESOLVED FURTHER, that ORCA Board delegates to Board President Jeff Kropf and Board member Joseph Brown, in consultation with staff and legal counsel, the authority to finalize and publish the requests for proposals on or around March 1, 2019.