COOPERATIVE AGREEMENT BETWEEN THE BOARD OF EDUCATION OF THE

PARKWAY SCHOOL DISTRICT AND THE BOARD OF EDUCATION OF THE

ROCKWOOD SCHOOL DISTRICT

This Cooperative Agreement (“Agreement”) is entered into between the Board of

Education of Parkway C-2 School District (“Parkway”) and the Board of Education of

Rockwood R-VI School District (“Rockwood”) (also the “District” or “Districts”), to provide

community education services to citizens of both Parkway and Rockwood for the period

commencing July 1, 2014, and terminating June 30, 2024.

I. PURPOSE

This Agreement is made pursuant to Missouri Statute Section 70.220 which authorizes

political subdivisions of the State of Missouri, including school districts, to contract and

cooperate with each other for a common service. The intent of this Agreement is for Parkway

and Rockwood (collectively, the “Parties,” individually, a “Party”) to operate common services

in the administration, management and provision of community education programs to the

families and individuals in both Districts (the “Community Education Program”).

II. RECITALS

A. The respective Board of each Party has found and determined that:

1) the combined resident base of both Districts together provides capacity needed to

sustain community education programs for the long term;

2) a joint Community Education Program will enhance the overall experience for

residents of both Districts, offering a broad scope of programs and services for students

and patrons;

2

3) a joint Community Education Program as contemplated by this Agreement is

fiscally responsible and beneficial to the patrons and students of both Districts; and

4) the subject and purpose of this Agreement is within the scope of powers of each

Party.

B. The Parties to this Agreement possess common powers related to community

education, including but not limited to, School Age Care (“Adventure Club”), and Recreation

Programs.

III. SERVICES

The Parties shall annually jointly determine the services available from the Program and

the locations at which they will be provided (the “Program Services”). (A list of the services to

be provided, including administrative support and services and supervisory duties, is found at

Schedule A). The Program shall be called “The Parkway Rockwood Community Education

Program.” Rockwood shall provide the overall administrative management services for the

Program Services. Each Party shall be responsible for providing the facility space, equipment,

and support needed to operate Program Services (as determined by the Director) at the identified

locations within their District.

Schedule A of this Agreement shall be reviewed annually and is subject to change on the

written agreement of each Superintendent/designee. However, the Parties agree that the Parties’

respective swim clubs and Adult Education and Literary Programs (“AEL”) existing at the time

of execution of this Agreement shall not be combined upon the effective date of this Agreement,

but rather, shall continue to operate as separate swim clubs and/or AEL programs, for a period of

at least three years from the date of this Agreement unless: 1) One or both swim clubs or one or

3

both AEL programs are no longer financially solvent; or 2) One or both swim clubs or one or

both AEL programs request consideration of combining into one swim club or AEL program.

IV. EMPLOYEES

A. Duties of Director. The Director of Community Education (the “Director”) is

responsible for the overall coordination, operation and management of the Program, including

maximizing collaboration among the Parties in order to benefit families within the respective

jurisdictions of the Parties. Rockwood shall hire and supervise the Director to oversee the

Program, who shall report directly to the Rockwood Superintendent of Schools and/or the

Superintendent’s designee. The Parkway Superintendent of Schools may at any time provide

input and feedback to the Rockwood Superintendent of Schools regarding the performance of the

Director.

The Director shall develop programming, manage and administer the selected Program

Services to the Parties as provided hereafter. In exercising overall management and operation of

the Program for the Parties, the Director shall have the following specific responsibilities:

a) Budget development and management responsibility for the Program;

b) Supervise the Program and Program Services;

c) Responsible for supervision of Community Education employees, unless

otherwise specified in Schedule A; and

d) Work cooperatively with Party liaisons concerning program and service

delivery issues.

B. Organizational Reporting. The Director shall report to the Superintendent of

Schools for Rockwood and/or the Superintendent’s designee, and shall be a contract employee of

Rockwood. Rockwood shall be responsible for implementation of the Director’s Contract.

4

C. Community Education Program Employees. Unless otherwise specified in

Schedule A, all Community Education Program employees shall be employees of Rockwood,

entitled to pay, benefits and retirement as provided by Rockwood Board of Education Policy and

procedures, regardless of whether they perform services within the boundaries of the Parkway

District, Rockwood District, or both. However, the parties acknowledge that Community

Education Program employees providing services at locations within the Parkway District will

also be subject to, and comply with, Parkway’s Board of Education Policy and procedures, rules

and regulations applicable to such locations.

D. Liaisons. Parkway shall appoint at least one employee(s) to serve as liaison(s) for

operational matters (“Operational Liaison”), and liaison(s) for budget and financial matters

(“Financial Liaison”). These liaisons shall meet with the Director on at least a quarterly basis in

2013-14 and as needed thereafter in order to monitor the effectiveness of the Program and this

Agreement and to discuss issues related to the Program. The Operational liaison(s) shall carry

out supervision of the Parkway employees in the Program as specified in Schedule A, and shall

assist the Director with administrative functions for any separate Parkway programs.

V. REVENUES AND COST ALLOCATION

A. Fiscal Agent. Rockwood shall serve as fiscal agent for the administration of the

approved budgets for the Community Education Program described herein, and shall establish a

fund for the Community Education Program contemplated under this Agreement (the “Joint

Community Education Program Fund”). The Joint Community Education Program Fund shall

be held in separate accounts and segregated from other revenues of Rockwood. Rockwood shall

strictly account for all funds and record all receipts and disbursements pursuant to generally

acceptable accounting practices for school districts in the State. Upon written request,

5

Rockwood will make the records for the Joint Community Education Program Fund available for

inspection by Parkway.

B. Budget Development. The Director shall prepare an annual overall budget for the

Community Education Program to be submitted to the Parties no later than December of each

year. This overall budget shall be a summary of individual budgets that are created for each

Community Education Program area. The Director will work with each Party in the formulation

of the budget for Program Services for that Party. Any adjustments resulting in a net increase or

decrease to the Parkway portion of the Community Education budget during the year must be

approved in advance in writing by the Parkway Financial Liaison.

C. Revenues and Expenses. All enrollments for the Community Education Program

will be categorized by area of residency (Parkway, Rockwood or Other). Unless otherwise

specified in Schedule A, all fees and revenues generated from the Community Education

Program shall be paid to Rockwood, as fiscal agent, and placed in the Joint Community

Education Program Fund. Fees and revenues collected shall be credited to the appropriate

program area budget within the Joint Community Education Program Fund. Unless otherwise

specified in Schedule A, revenues shall be used to pay the expenses of the program as follows:

Some program areas may have expenses that are shared between the Parties (i.e.

Adventure Club office/support personnel). In these cases, shared expenses will be

calculated based upon each Party’s percentage of total enrollment.

Some program areas may have expenses that are specific to the District where the

program is offered (i.e. site-based staffing for Adventure Club). In these cases, expenses

specific to a District will be fully incurred by the program budget for that District.

Revenues and expenses from Other enrollments will be split equally between the Parties.

6

Expenses related to the provision of services of the Community Education Program by

the Director’s office shall be split equally between the Parties. Such expenses shall

include the Director’s compensation, benefits and expenses, equipment or supplies,

transportation, and other costs of Rockwood attributable to the Community Education

Program and Program employees (“Allowable Expenses” or an “Allowable Expense”).

Allowable Expenses may also include other additional costs incurred by Rockwood as

fiscal agent and administrator of the Community Education Program, provided said costs

are agreed to by the Parties in writing. Allowable Expenses incurred by the Program

shall be promptly paid from the Joint Community Education Program Fund prior to any

annual distribution to the Parties.

The Parties agree that since Rockwood is acting as fiscal agent and employer of the Joint

Community Education Program, to the extent that Rockwood experiences additional

costs related solely to the employment of Community Education Program employees,

such as unemployment costs, workers’ compensation, any unreimbursed retiree health

costs, and /or increased premiums in any line of insurance, those additional costs of

Rockwood are deemed Allowable Expenses of the Program and may be paid from the

Joint Community Education Program Fund to Rockwood.

Parkway agrees to pay as a part of the actual cost of services of the Community

Education Program, a pro-rata share of costs of insurance coverage (including workers’

compensation) for the Joint Community Education Program, including contributions to a

self-insurance program, premiums and deductibles. In the event this Agreement is

terminated and employees of the Program become unemployed, Parkway agrees to

continue to pay its pro-rata share of any unemployment expenses for such employees.

7

Parkway also agrees to pay its share of the other allowable indirect costs calculated using

the Restricted Indirect Cost Rate Percentage as determined annually by DESE for

Rockwood.

After revenue and expense disbursements are determined at the end of a fiscal year, the

Parties shall promptly meet to agree upon the amounts to be paid out to each Party. Such

meeting shall consist of the Director and the Superintendent/designee(s) of each Party. It is

understood that each Party may be subject to a Net Loss at the end of a fiscal year. Since

Rockwood is the fiscal agent, should Parkway incur an overall Net Loss in a given fiscal year,

Parkway agrees to reimburse Rockwood for its pro-rata share of the loss. A sample outline of

the revenue and expense disbursement process is attached hereto as Schedule B.

D. Grants. All State or federal grants authorized by statute, or other funds such as

fees, received on behalf of any Party receiving services from the Program described in this

Agreement shall be separately held and administered separately by Rockwood and Parkway.

E. Start Up Costs. The Parties acknowledge that as of the date of this Agreement,

Parkway is not currently operating many of the Program Services identified in Schedule A to

begin on July 1, 2014, or those which may begin in subsequent years. To that end, Parkway

agrees to contribute an amount determined and agreed upon in writing by both Parties to the

Program, for year one and as identified for programs in subsequent years, as reasonable start up

costs associated with implementing the Program in the Parkway District boundaries.

8

VI. COMPLIANCE WITH LAWS

A. General. Each Party shall comply with all applicable State and federal laws

relating to the Program or Program Services under this Agreement, including but not limited to

any applicable federal laws concerning confidentiality of data. Each Party will cooperate with the

other Party as necessary to achieve such compliance.

B. Access to Education Records. The Parties, acting as agents of one another by the

performance of the services and functions set forth in this Agreement, are considered school

officials for the purpose of disclosure of student information. The Parties may disclose

personally identifiable information from student education records without parental consent if

the disclosure is between the Parties to individuals with a legitimate educational interest in the

information. The receiving Party shall disclose the personally identifiable information to any

other party only when allowed under state or federal law, or with the prior written consent of the

parent or eligible student.

Each Party shall immediately report to the other Party any requests from third parties for

information relating to this Agreement or the Program Services provided hereunder. Each Party

agrees to promptly respond to inquiries from another Party concerning data requests.

VII. RESPONSIBILITIES, INDEMNIFICATION AND INSURANCE

A. Responsibilities. Each Party shall be solely legally responsible for the condition

of the premises where Program Services are operated within their respective District, and shall

be solely responsible for any liability costs and expenses related in any way to claims for injuries

or damages occurring as a result of the condition of such premises, to include without limitation

all expenditures related to the total cost of defense, attorneys’ fees, and costs associated with any

judgment or settlement.

9

1) If a claim or lawsuit related to the condition of premises is brought against both

parties, it will be the sole responsibility of the Party at whose premises the incident occurred to

accept total responsibility for all costs and expenses associated with defending such claims,

including attorneys’ fees, and costs associated with any judgment or settlement.

2) If any insurance claim is deemed necessary, such decision will be the sole

responsibility of the Party at whose premises the incident occurred and any payments made or

costs incurred by any insurance provider or self-insurance pool will be counted only against the

Party making the claim and will not involve or affect the other Party’s standing with the insurer.

In addition, although all Program employees (except as set forth in Schedule A.) are

employed through Rockwood and report to the Director, Parkway agrees that it will assist the

Director in exercising day-to-day supervision over the Program employees providing services at

locations within Parkway boundaries, and that it is ultimately legally responsible for the acts or

omissions of its employees.

B. Indemnification. To the extent permissible by law, each Party (indemnitor)

agrees to indemnify and hold and save harmless the other Party (indemnitee), including its Board

members, officers, administrators, agents, and employees, from and against every claim, action,

judgment, expense, liability, loss, damage or payment, including without limitation, attorneys’

fees, arising out of or by reason of any wrongful or negligent act or omission or violation of this

Agreement by the indemnitor, or by its board members, officers, administrators, employees,

contractors, subcontractors, or agents. Nothing in this Agreement shall be deemed to waive

either Party’s sovereign immunity or give rise to any cause of action for damages whatsoever

against either Party or its Board members, officers, administrators, agents, or employees.

10

VIII. DISPUTE RESOLUTION

Any claim, dispute or other matter of question regarding this Agreement shall be resolved

jointly by the Superintendents of each Party through mutual, good faith negotiations. In the

event an agreement cannot be reached, either Party may initiate binding arbitration, to be

conducted before the DESE Commissioner of Education or his/her designee. The initiating Party

shall initiate the arbitration by a written request to the Commissioner of Education. Any costs of

the arbitration (except attorneys’ fees) shall be split equally by the Parties. Neither Party shall be

represented by counsel during any arbitration proceeding unless in any individual case both

Parties agree to the contrary. The Parties agree to expedite the arbitration process as much as is

reasonable. As part of such arbitration process, the Parties shall voluntarily exchange all

documents relating to the dispute. The Parties shall request that the written arbitration decision

be made within thirty (30) school days of the request for arbitration. In the event the

Commissioner of Education declines a request for the Commission or designee to arbitrate, the

parties shall mutually select a neutral arbitrator to resolve the dispute.

IX. TERM OF AGREEMENT

A. This Agreement shall be in full force and effect from July 1, 2014, through June

30, 2024, unless terminated earlier by written agreement of the Parties. It is the intent of the

parties to engage in good faith and to put forth reasonable effort towards resolving any and all

disputes arising under this Agreement. Recognizing that termination of this Agreement may be

necessary or desirable for one or both of the Parties, the Parties have agreed to the following

structure for termination. Either Party may terminate this Agreement prior to June 30, 2024 by:

1) giving the other Party reasonable advance written notice under the circumstances

of its intent to terminate; such notice shall allow the Parties to continue Program services for a

11

reasonable amount of time and to allow the Parties to execute all necessary withdrawal

agreements and/or other agreements that may become necessary as a result of the termination of

this Agreement; or

2) giving the other Party at least thirty (30) days written notice of its intent to

terminate for Cause, Constructive Termination, or Force Majeure (as defined below).

B. Section V.C, VII, VIII and IX of the Agreement shall survive the termination of

the Agreement. Upon such written notice of the intent to terminate this Agreement, the

following provisions will apply:

The Parties shall act in good faith and cooperate with each other in the dissolution of the

joint Community Education Program. The Superintendent of each District is authorized

to agree to an acceptable phase out schedule in order to minimize disruption of ongoing

programs.

The Parties shall meet in accordance with Section V.C of this Agreement and jointly

decide on an equitable distribution of any excess revenues/funds.

The Party who initially contributed personal property or start-up funds to acquire

personal property during the first two years of the Program shall retain ownership of said

property. Personal property purchased with Program funds in subsequent years shall be

split evenly between the Parties.

C. The following definitions apply:

“Cause” is defined as any material breach of the other Party’s obligations under this

Agreement.

“Constructive Termination” is defined as the taking of any action by the other Party that

materially and adversely affects the ability of the Party to fulfill its obligations under this

12

Agreement or to benefit from this Agreement.

“Force Majeure” is defined as an act of God or the public enemy, government

restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities,

terrorist acts, riots, strike or other labor unrest, embargoes or industrial disturbances

preventing a Party from fulfilling its obligations under this Agreement for a period of

thirty or more days.

X. AMENDMENT

Any amendment to this Agreement requires the adoption of similar resolutions by the

respective Board of each Party.

XI. GENERAL PROVISIONS

A. Entire Agreement. This Agreement embodies the entire agreement among the

Parties, and there are no other agreements, either oral or written among the Parties, on the subject

matter of the Program and Program Services identified in this Agreement.

B. Severability. If any provision of this Agreement is deemed unenforceable by any

court of the State of Missouri, the remaining provisions shall remain in full force and effect

according to their terms.

C. Assignment. Neither Party shall assign, transfer or delegate any interest in this

Agreement without the prior written consent of the other Party.

D. Equal Opportunity Statement. Each Party agrees to comply with the provisions of

all applicable federal and state statutes, regulations and policies pertaining to civil rights and

nondiscrimination.

13

E. No Third Party Beneficiary. This Agreement is made for the sole benefit of the

Parties hereto and nothing in this Agreement shall be construed to give any rights or benefits to

any third party.

F. Section Headings. All section headings contained in this Agreement are for the

convenience of reference only and are not intended to define or limit the scope of any provision

of this Agreement.

G. Law of Missouri to Govern. This Agreement shall be governed and construed

according to the laws of the State of Missouri.

H. Jurisdiction – Venue. It is the intent of the parties that any dispute regarding this

Agreement shall be resolved by binding arbitration. In the event, a party seeks judicial review or

enforcement of an arbitration decision, it is agreed by the Parties that such action or suit in

equity, or other judicial proceeding shall be instituted only in the Circuit Court of St. Louis

County, Missouri.

I. Notices. Any notice or other communication required or permitted to be given

hereunder shall be in writing and shall be deemed given upon actual receipt by United States

mail, postage prepaid, by courier or other personal delivery, or by facsimile delivery (in

compliance with the conditions below), addressed as follows:

(A) Correspondence to Parkway:

Superintendent

Parkway School District

455 N. Woods Mill Road

Chesterfield, Missouri 63017

Facsimile No. ________________

14

(B) Correspondence to Rockwood:

Superintendent

Rockwood School District

111 East North Street

Eureka, Missouri 63025

Facsimile No. _________________

or to such other place as the Parties may designate in accordance with this Agreement. To be

valid, facsimile delivery shall be followed by delivery of the original document, or a clear and

legible copy thereof, within three (3) business days of the date of facsimile transmission of that

document.

J. Authority to Execute. The signers of this Agreement warrant that they are acting

officially and properly on behalf of their respective institutions and have been duly authorized,

directed and empowered to execute the Agreement.

K. Binding Effect. This Agreement shall not be binding and effective unless and

until it is duly and fully executed by both Parties. This Agreement shall inure to the benefit of

and be binding upon the successors and permitted assigns of the respective Parties.

15

THEREFORE, each Party, by resolution or other action duly adopted by its respective

governing board, has agreed to and executed this Agreement on the _____ day of September,

2013.

BOARD OF EDUCATION OF PARKWAY C-2

SCHOOL DISTRICT

By:

Name:

Title: Board President

By:

Name:

Title: Board Secretary

BOARD OF EDUCATION OF

ROCKWOOD R-VI SCHOOL DISTRICT

By:

Name:

Title: Board President

By:

Name:

Title: Board Secretary

16

2014-15 Parkway-Rockwood Community Education Programs and Services SCHEDULE A

Aquatics

Program offerings will operate separately under the Community Education Program

Employees will be employed by each district. Rockwood employees will be supervised by the Director of

Community Education/designee. Parkway employees will be supervised by the Parkway Operational

Liaison/designee.

Fees and revenue will be paid to each district.

Adult Education & Literacy

Program offerings will operate separately under the Community Education Program

Employees will be employed by each district. Rockwood employees will be supervised by the Director of

Community Education/designee. Parkway employees will be supervised by the Parkway Operational

Liaison/designee.

Grants will be paid to each district.

Babler Outdoor Education Center

Except where limited by program specifications, all offerings will be promoted and made available for

registration to patrons of both districts.

Employees will be employed by Rockwood and supervised by the Director of Community

Education/designee.

Fees and revenue will be paid to Rockwood as fiscal agent for the Community Education Program.

Enrichment

The Community Education Program will utilize Rockwood’s before/after school enrichment program

(E-Hour) structure for both districts.

Except where limited by program specifications, all other enrichment offerings promoted and available to

patrons of both districts. Where possible, additional programs may be offered at locations within both

districts.

Employees of the before/after school enrichment program (E-Hour) will be employed by each district and

supervised by the Director of Community Education/designee.

All other enrichment employees will be employed by Rockwood and supervised by the Director of

Community Education/designee.

Fees and revenue will be paid to Rockwood as fiscal agent for the Community Education Program.

School-Age Care

Adventure Club will be offered in all 19 Rockwood elementary locations and 8-10 Parkway elementary

locations.

Employees will be employed by Rockwood and supervised by the Director of Community

Education/designee.

Fees and revenue will be paid to Rockwood as fiscal agent for the Community Education Program.

Visual & Performing Arts

Except where limited by program specifications, all offerings promoted and available to patrons of both

districts. Where possible, additional programs may be offered at locations within both districts.

Employees will be employed by Rockwood and supervised by the Director of Community

Education/designee.

Fees and revenue will be paid to Rockwood as fiscal agent for the Community Education Program.

17

2014-15 Parkway-Rockwood Community Education Programs and Services SCHEDULE A

Youth & Adult Sports

Except where limited by program specifications, all offerings promoted and available to patrons of both

districts. Where possible, additional programs may be offered at locations within both districts.

Employees will be employed by Rockwood and supervised by the Director of Community

Education/designee.

Fees and revenue will be paid to Rockwood as fiscal agent for the Community Education Program.

Director’s Office Services

Expenses related to the provision of services of the Community Education Program will be split as

follows: 60% Rockwood and 40% Parkway.

PARKWAY-ROCKWOOD COMMUNITY EDUCATION

SCHEDULE B

SAMPLE FINANCIAL PROJECTION

Program Revenue

Program Expenses

Indirect Cost Expense Paid to

RSD/PSD Operating Budgets:

Net Inc/Loss to CE

Budgets

Financial Projection Totals 5,200,000

4,900,000

135,000

165,000

SAMPLE PROJECTED REVENUE/EXPENSE DISBURSEMENT BY DISTRICT

R O C K W O O D

P A R K W A Y

Indirect Cost paid to Operating

Budget

Net Inc/Loss to CE Budget

Indirect Cost paid to Operating

Budget

Net Inc/Loss to CE Budget

Recreation 11,000

104,000

600

44,000 Adventure Club 70,000

43,000

n/a

62,000

Aquatics - RSD 8,600

55,000

n/a

n/a Aquatics - PSD n/a

n/a

8,700

1,500

Babler OEC 3,600

14,000

n/a

1,500 CE Services 4,000

(100,000)

n/a

(60,000)

Adult Education & Literacy - RSD 6,500

0

n/a

n/a Adult Education & Literacy - PSD n/a

n/a

22,000

0

Total 103,700

116,000

31,300

49,000