To be approved at the Board of Education meeting August 14, 2012. MINUTES OF THE JULY 10, 2012 REGULAR BOARD OF EDUCATION MEETING. The Shaker Heights Board of Education met in regular session on Tuesday, July 10, 2012 at 6:00 p.m. at the Shaker Heights Board of Education Administration Building, 15600 Parkland Drive, Shaker Heights, Ohio 44120. Members present: Mr. Norman A. Bliss, Mr. William L. Clawson II, Mr. Reuben Harris, Jr., and Ms. Annette Tucker Sutherland. President Sutherland presided. At this time President Sutherland welcomed everyone in attendance and commented on public participation at Board meetings. Board meetings are held in order to conduct Board business in front of the public, and their primary purpose is for Board business. The Board values interaction with citizens and provides two opportunities for public comment at its business meetings. Before beginning the agenda, the Board offers an opportunity for comment on items on the agenda. At the conclusion of the meeting, the Board will provide an opportunity for comment on any matter. President Sutherland invited the audience to ask questions or make comments pertaining to agenda items. There being none, the meeting continued. NEW BOARD MEMBER APPOINTMENT WHEREAS, Jennifer P. Mearns has resigned effective June 27, 2012 from the Board of Education due to her family’s relocation out-of-state; and WHEREAS, the Board has reviewed applications, interviewed candidates, and made a selection to fill the Board vacancy; now THEREFORE, BE IT RESOLVED, in accordance with Section 3313.14 of the Ohio Revised Code, Ms. Sutherland nominates Amy H. Fulford as member of the Board of Education, seconded by Mr. Bliss. Roll Call: Ayes: Mr. Bliss, Mr. Clawson, Mr. Harris, Ms. Sutherland. The motion carried.

12-07-77 OATH OF OFFICE FOR NEW MEMBER Section 3313.10 of the Ohio Revised Code requires new Board of Education members to “…take an oath of office before entering upon the discharge of duties…” Bryan Christman, Treasurer, administered the oath of office to Mrs. Fulford.

I, Amy Fulford, do solemnly swear that I will support the Constitution of the United States, the Constitution and Statutes of the State of Ohio, and will faithfully, honestly and impartially perform the duties of my office as Member of the Board of Education, Shaker Heights City School District, Cuyahoga County, State of Ohio.

Upon completion of the Oath of Office, Mrs. Fulford joined the Board at the Board table. At this time, in accordance with Section 3313.14 of Ohio Revised Code, President Sutherland called for nominations for Vice President of the Board of Education to complete Jennifer Mearns’ unexpired term as Vice President. Mr. Harris nominated Mr. Clawson and provided a statement of endorsement for Mr. Clawson to serve as Vice President. Mr. Bliss seconded the

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nomination in support of Mr. Clawson. There being no further nominations, President Sutherland called for the vote. Roll Call: Ayes: Mr. Bliss, Mr. Clawson, Mrs. Fulford, Mr. Harris, Ms. Sutherland. The motion carried.

12-07-78 Upon the presentation of the Minutes of the June 12, 2012 regular meeting, and the Minutes of the June 14, 2012, June 20, 2012 and June 26, 2012 special meetings, Mr. Harris moved, seconded by Mr. Clawson to approve the minutes as presented. Roll Call: Ayes: Mr. Bliss, Mr. Clawson, Mr. Harris, Ms. Sutherland. Abstain: Mrs. Fulford The motion carried.

12-07-79

SUPERINTENDENT’S REPORT AND RECOMMENDATIONS Upon the recommendation of Superintendent Mark Freeman, Mr. Clawson moved, seconded by Mr. Harris that the following personnel items be approved: PERSONNEL Certified

Appointments for the 2012-2013 School Year

Barnes, Michelle – (English/Middle School) – Class M.A.+45, step L of the Teachers’ Salary Schedule – Effective August 23, 2012

Bartley, J. Michael – (Physical Education/Woodbury School) – Class M.A.+15, step k of the Teachers’ Salary Schedule – Effective September 3, 2012 Durban, Raymond – (Mathematics/High School) – Class B.A.+15, step n of the Teachers’ Salary Schedule – Effective August 23, 2012

Johnson, Damien – (Social Studies/Middle School) – Class B.A., step i of the Teachers’ Salary Schedule – Effective August 23, 2012

Saddler, Ronald – (Social Studies/Middle School) – Class B.A.+15, step a of the Teachers’ Salary Schedule – Effective August 23, 2012 Skitzki, Raymond – (Mathematics/High School) – Class M.A.+45, step k of the Teachers’ Salary Schedule – Effective September 3, 2012

Smith, Nicole – (Grade 2/Mercer School) – Class M.A., step h of the Teachers’ Salary Schedule – Effective August 23, 2012

Ushiroda, Holly – (Spanish/High School) – Class M.A., step i of the Teachers’ Salary Schedule – Effective August 23, 2012

Change in Assignment for the 2012-2013 School Year

Crowley, Valerie – (100% Intervention Specialist Teacher/High School) – From 80% Intervention Specialist Teacher/20% Tutor to 100% Intervention Specialist Teacher – Effective August 23, 2012

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Lasley, Francine – (English/Middle School) – From skills tutor, Class M.A., step 12 of the Non-Bargaining/Non-Administrative Salary Schedule to English Teacher, Class M.A.+45, step j of the Teachers’ Salary Schedule – Effective August 23, 2012

Murphy, Nora – (100% Latin/High School) – From 60% to 100% - Effective August 23, 2012 Summer Writing and Instructional Planning for Summer 2012 Authorization is requested for staff members to participate in summer writing and instructional planning. A unit refers to approximately one-half day of service at $65.

Art Clemente-Milne, Deanna (2)

English/Language Arts Kovach, Carole (4) Reid, Jewel (5)

Taylor, Robin (2)

Program Planning Bishko, Jeremy (5) Roth, Linda (10)

Weisbarth, Jennifer (5)

Program Planning (Summer Academy – Shaker Schools Foundation Funds) Lipovic, Darlene (2) Report Card Revisions (Race to the Top Grant) Feinstein, Robyn (4)

Science Bishko, Jeremy (5) Culek, Kenneth (5) Klapholz, David (5) Pelfrey, Clara (5) Rabatin, Amanda (5)

Repasy, Paul (5) Scanlon, William (3) Schwenn, Michael (5) Watkins, Daniel (3)

Social Studies Ahrens, Amanda (4) Berger, Brian (4)

Longo, Charles (4)

Special Education Levine, Sara (10)

Student Achievement - Scholars Lindsey, Dexter (5) McGovern, Mary Lynne (5)

Sullivan, Dawn (5)

Technology Ahrens, Amanda (5) Coffey, Mary (5) Eakin, Marybeth (2) Johnson, Marie (4) Marencik, Joseph (5)

Plautz, Elizabeth (5) Wagner, Meredith (2) Wells, Judith (2) White, Derek (2)

World Languages Murphy, Nora (5)

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Curriculum Writing and Instructional Planning for the 2012-2013 School Year Authorization is requested for staff members to participate in curriculum writing and instructional planning. A unit refers to approximately one-half day of service at $65.

Performance Compensation Committee Up to 15 units per individual

Alexander, Megan Glasier, Andrew Heide, Ruth Musca, Deborah

Paskewitz, Lena Robinson, Neal Sweeney, Eileen Tobey, Addie

Special Assignments for the 2011-2012 School Year Authorization is requested for staff members to participate in the following activities:

Professional Development Instructors – Moodle Training (Teacher Quality Grant) Up to 6 hours per individual

Coffey, Mary

Spring 2012 Pre-Student Teaching Placement and Student Teaching Mentor Stipend and corresponding benefits, funded by the sponsoring college/university, will be paid from the appropriate sponsor

Case Western Reserve University Deep, Thomas – $772.86 Pattie, Jeffrey – $772.86

Cleveland State University Aiken, Terri – $257.62 Li, Qiuhui – $128.81

John Carroll University Albrecht, Melissa – $107.34 Brown, Katherine – $107.34 Catalano, Milagros – $53.67 Child, Bryan – $107.34 Feinstein, Robyn – $214.68 Heide, Ruth – $36.50 Jarvie, Sherri – $36.50 Johnston, Nancy – $214.68

Klapholz, David – $107.34 Mauser, Sharon – $214.68 McGuan, Martin – $214.68 Roberts, Ellen – $53.67 Sanford, Aquita – $36.50 Santos, Amy – $214.68 Scanlon, William – $107.34 Wells, Judith – $36.50

Kent State University Doersen, Valerie – $343.50

Notre Dame College Carroll, Maureen – $257.62 Loomis, Megan – $257.62

Nagal, Matthew – $257.62

Ursuline Black, Shana – $429.37

Special Assignments for the 2012-2013 School Year Authorization is requested for staff members to participate in the following activities:

Race to the Top Team (Race to the Top Grant) Up to 10 units per individual

Cole, Sara Dietz, Jocelyn

Finney, Dollye Mason, Elaine

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Teacher Evaluation Team (Race to the Top Grant) Up to 15 units per individual

Alexander, Megan Brindza, Elizabeth Glasier, Andrew

Paskewitz, Lena Tobey, Addie

Special Assignments for Summer 2012 Authorization is requested for staff members to participate in the following activities:

Summer Academy (20/6 hour sessions) (Shaker Schools Foundation Funds) Authorization is requested for staff members to teach in the following programs at the rate of $30.82 per hour:

Lipovic, Darlene

Summer Academy Overnights (Shaker Schools Foundation Funds) $75 per night

Lipovic, Darlene

Supplemental Contract for the 2011-2012 School Year

Gannon, Robert – Boys Crew Coach (Spring) – 3.25 x 1

Special Supplemental for the 2011-2012 School Year Districtwide/Second Semester - Mentor

Hess, Gretchen

Special Supplementals for the 2012-2013 School Year Districtwide/First Semester – Mentors

Damm, Paula Gesing, Timothy Grosel, Ronald Pfeiffer, Erika Ponce de Leon, Kimberly

Roth, Linda Sears, Michael Weaver, Valerie Welsch, Ernest

Supplemental Contracts for the 2012-2013 School Year

Onaway School Special Supplementals

Brown, Denise – Onaway Scholars Coordinator – .05 x 80 Davros, Sally – Jump Rope Club – .05 x 40 Grant, Beven – Jump Rope Club – .05 x 20 Gillette, Bradley – Computers – .05 x 120

Onaway School

Brown, Denise – Teacher in Charge – 4.0 x 1 Hayward, Kristina – IB Coordination – 8.2 x 1

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Resignations

Anderson, L. Scott – (Social Studies/Middle School) – Effective at the end of the 2011-2012 school year – 29 years of service (retirement)

Derrick, W. Martin – (Mathematics/High School) – Effective at the end of the 2011-2012 school year – 7 years of service

Sandman, Barrie – (50% Intervention Specialist Tutor/Lomond School) – Effective at the end of the 2011-2012 school year – 1 year of service

Classified

Appointments for the 2012-2013 School Year

Geisler, Amy – (Special Education Aide/Boulevard School) – Step 4 of the Teacher Aide/Assistant Salary Schedule – Effective August 23, 2012

Loveman, Maurine – (Special Education Aide/Woodbury School) – Step 9 of the Teacher Aide/Assistant Salary Schedule – Effective August 23, 2012

Shenkelman, Nolan – (Special Education Aide/Middle School) – step 6 of the Teacher Aide/Assistant Salary Schedule – Effective August 23, 2012

Temporary Employee: Building Monitors, Head Lunchroom Aides, Lunchroom Aides, Off-Duty Police Officers, Student Technology Aides, Student Aides, Substitute American Sign Language Interpreters, Substitute Bus Drivers, Substitute Bus Monitors, Substitute Custodians, Substitute Garage Mechanics, Substitute Secretarial Technicians, Substitute Security, Substitute Teacher Aides, Technology Interns, Proctors,Tutoring Center Study Assistants for the 2012-2013 School Year Kim, Elizabeth Durrant, Stacy-Ann

Lamb, Michael

Recertification Training/On-Board Bus Instructor Training for the 2012-2013 School Year

Campbell, Shelia Clemons, Felita

Harvey, Linda Schroeder, Kenneth

Summer Writing and Instructional Planning for Summer 2012 Authorization is requested for staff members to participate in summer writing and instructional planning. A unit refers to approximately one-half day of service at $65.

Student Achievement - Scholars White, Michele (5)

Special Assignments for the 2011-2012 School Year Authorization is requested for staff members to participate in the following activities:

Sixth Grade Camping Project Up to 2 nights/$75 per night

Reading, Thomas

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Summer School Appointments for Summer 2012 Authorization is requested for staff members to work as aides in the following programs at the rate of $17 per hour: Special Start Program (15/5 hour sessions) Loveman, Maurine

Tuition Reimbursement for Fiscal Year Ending June 30, 2012

Bargaining Employees (OASPE) Eligible for Tuition Reimbursement

McCord, Claudia – George Washington University - 18

Resignation Harris, Leon – (Special Education Aide/Middle School) – Effective at the end of the 2011-2012 school year – 2 years of service ADDENDUM

Certified Appointment for the 2012-2013 School Year

Roberts, Kimberly – (80% Intervention Specialist Teacher/High School) – Class M.A., step e of the Teachers’ Salary Schedule – Effective August 23, 2012

Non-Bargaining/Non-Administrative Appointment for the 2012-2013 School Year

Gainford, Karen – (Intervention Specialist Tutor/Lomond School) – Class M.A., step 10 of the Non-Bargaining/Non-Administrative Salary Schedule – Effective August 23, 2012

Roberts, Kimberly – (20% Intervention Specialist Tutor/High School) – Class M.A., step 4 of the Non-Bargaining/Non-Administrative Salary Schedule – Effective August 23, 2012 Summer Writing and Instructional Planning for Summer 2012 Authorization is requested for staff members to participate in summer writing and instructional planning. A unit refers to approximately one-half day of service at $65. Program Planning (Summer Academy – Shaker Schools Foundation Funds) Tobey, Addie (1) Summer School Appointments for Summer 2012 Authorization is requested for staff members to teach in the following programs at the rate of $30.82 per hour: OGT Intervention White, Lori (1/4 hour session) Summer Prep Academy – Grades 1-3 (20/5 hour sessions) Bloch, Cori

Classified Appointment for the 2012-2013 School Year

Schmuck, Jessica – (Special Education Aide/Boulevard School) – Step 6 of the Teacher Aide/Assistant Salary Schedule – Effective August 23, 2012

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Temporary Employees: Building Monitors, Head Lunchroom Aides, Lunchroom Aides, Off-Duty Police Officers, Student Technology Aides, Student Aides, Substitute American Sign Language Interpreters, Substitute Bus Drivers, Substitute Bus Monitors, Substitute Custodians, Substitute Garage Mechanics, Substitute Secretarial Technicians, Substitute Security, Substitute Teacher Aides, Technology Interns, Proctors, Tutoring Center Study Assistants for the 2012-2013 School Year Block, Pieter Blue, Jaquan Lamalfa, Carol Madore, Barbara Murray, Thomas Rosemond, Vincent

Safier, Dennis Schwartz, Mark Shima, Lynne Stamm, Richard Weinstein, Jill

Extension to Leave of Absence

Stephens, Janice – (Special Education Aide/Onaway School) – Effective August 23, 2012 through December 21, 2012 (medical).

Layoff Recall

Gorfido, Cindy – (Food Service Coordinator) – Recall from layoff – Effective July 1, 2012 through December 31, 2013. Roll Call: Ayes: Mr. Bliss, Mr. Clawson, Mrs. Fulford, Mr. Harris, Ms. Sutherland. The motion carried.

12-07-80 BUSINESS Acceptance of bid to purchase three (3) 71-Passenger IC Buses and One (1) 65-Passenger IC Bus with Wheelchair Lift. Upon the recommendation of Superintendent Freeman, Mr. Bliss moved, seconded by Mrs. Fulford to approve the following resolution:

WHEREAS, the Shaker Heights City Schools Board of Education has previously, on February 14, 2012, authorized the Ohio Schools Council to advertise and receive bids on behalf of said Board as per the specifications submitted for the cooperative purchase of three (3) 71-passenger IC buses and one (1) 65-passenger IC bus with wheelchair lift;

WHEREAS, Center City International North Coast has submitted the lowest, most responsive, most responsible bid of $241,542.00 for three (3) 71-passenger IC buses; and

WHEREAS, Center City International North Coast has submitted the lowest, most responsive, most responsible bid of $95,080.00 for one (1) 65-passenger IC bus with wheelchair lift; now

THEREFORE, BE IT RESOLVED, the Shaker Heights City Schools Board of Education accepts the bid by Center City International North Coast of $241,542.00 for three (3) 71-passenger IC buses and one (1) 65-passenger IC bus with wheelchair lift of $95,080.00 for a total of $336,622.00, net of $6,000 for four trade-ins. Roll Call: Ayes: Mr. Bliss, Mr. Clawson, Mrs. Fulford, Mr. Harris, Ms. Sutherland. The motion carried.

12-07-81

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ANNUAL AGREEMENT FOR SERVICES WITH GREATER CLEVELAND REGIONAL TRANSIT AUTHORITY FOR THE 2012-2013 SCHOOL YEAR Upon the recommendation of Superintendent Freeman, Mr. Clawson moved, seconded by Mrs. Fulford that the Shaker Heights City School District enter into an agreement with the Greater Cleveland Regional Transit Authority. As part of this agreement, the Authority will offer reduced fares for the purpose of transportation of students on regular bus or rapid transit service. Roll Call: Ayes: Mr. Bliss, Mr. Clawson, Mrs. Fulford, Mr. Harris, Ms. Sutherland. The motion carried. 12-07-82 HOUSE BILL NO. 264 ENERGY CONSERVATION RESOLUTION

Upon the recommendation of Superintendent Freeman, Mr. Harris moved, seconded by Mr. Clawson, that the Board of Education approve the following resolution authorizing the District to enter into agreements with contractors for the House Bill No. 264 Projects. The Treasurer advised the Board that the notice requirements of Section 121.22 of the Revised Code and the implementing rules adopted by the Board pursuant thereto were complied with for the meeting. A RESOLUTION AUTHORIZING THE EXECUTION OF AGREEMENTS FOR PROVIDING THE INSTALLATION OF CERTAIN ENERGY CONSERVATION MEASURES AND RELATED SERVICES IN CONNECTION WITH THE SCHOOL DISTRICT’S HOUSE BILL 264 PROJECT.

WHEREAS, Architectural Vision Group, Ltd., a firm experienced in the design of energy

conservation measures, as defined in Section 3313.372(A) of the Ohio Revised Code (the

“Revised Code”), has completed an analysis and prepared recommendations pertaining to certain

installations, modifications of installations and/or remodeling (the “Work”) that would

significantly reduce energy consumption and operational/maintenance costs in School District

buildings; and

WHEREAS, the House Bill 264 Project Report prepared by Architectural Vision Group,

Ltd. (the “Report”), includes estimates of all costs of such Work, including costs of design,

engineering, installation, maintenance, rebates, repairs and interest, and concludes that energy

consumption and resultant operational and maintenance costs, as defined by the Ohio School

Facilities Commission (the “Commission”), would be reduced; and

WHEREAS, this Board, after receiving that Report, having found that the amount of

money the School District would spend on such Work is not likely to exceed the amount of

money it would save in energy and resultant operational and maintenance costs over the ensuing

15 years, submitted to the Commission its findings and requested approval to participate in the

School Energy Conservation Financing Program (the “Program”); and

WHEREAS, on June 28, 2012, the Commission adopted a Resolution approving the

School District’s participation in the Program; and

WHEREAS, the Board, with the assistance of Architectural Vision Group, Ltd., solicited

proposals from contractors capable of performing the Work; and

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WHEREAS, Architectural Vision Group, Ltd. has advised that the contractors as listed in

Exhibit A attached to this Resolution (the “Contractors”) submitted responsive proposals for

performing the Work and has recommended the execution of a contract with each Contractor

noted in Exhibit A for performing the Work; and

WHEREAS, this Board now desires to enter into agreements with the Contractors to

provide for the Work;

NOW, THEREFORE, BE IT RESOLVED by the Board of Education of the Shaker

Heights City School District, County of Cuyahoga, Ohio, that:

Section 1. Approval of Agreements. The President or Vice-President and Treasurer

of this Board are hereby authorized to sign, acknowledge and deliver, in the name of and on

behalf of the School District, the Agreements (the “Agreements”) between this Board and the

Contractors noted in Exhibit A substantially in the form now on file with the Treasurer. The

form of the Agreements are approved with such changes therein that are not materially

inconsistent with this Resolution and not substantially adverse to the School District and that are

permitted by law and shall be approved by the Treasurer; provided, that the aggregate maximum

amount payable under the Agreements shall not exceed the amounts noted in Exhibit A. The

approval of such changes, and that such changes are not materially inconsistent with this

Resolution and not substantially adverse to the School District, shall be conclusively evidenced

by the signing of the Agreements by the said officials.

Section 2. Approval of Related Matters. The President or Vice-President and

Treasurer of this Board, the Superintendent or other School District officials as shall be

designated by those officials, as appropriate, are each further authorized and directed to sign any

certifications, financing statements, documents and instruments, and to take such other actions as

are desirable, advisable, necessary or appropriate, to consummate the transactions contemplated

by this Resolution and the Agreements.

Section 3. Authorizations to Contractor. This Board authorizes the Contractors to

proceed to (i) install, modify or remodel the energy conservation facilities, (ii) train School

District personnel as required to operate those energy conservation facilities, and (iii) perform

such other tasks as required by the Agreements.

Section 4. Exemption from Competitive Bidding. This Board determines and

declares that, pursuant to Section 3313.46(B)(3) of the Revised Code, Section 3313.46(A) of the

Revised Code does not apply to the Work to be undertaken pursuant to this Resolution and the

Agreements, as they are undertaken pursuant to Section 133.06(G) of the Revised Code.

Section 5. Financing of the Work. This Board authorizes and directs the Treasurer to

pursue financing for the Work to be undertaken pursuant to this Resolution and the Agreements

and approves, ratifies and confirms all actions previously taken by the Treasurer in furtherance

thereof.

Section 6. Monitoring of Energy Consumption. As long as it is required by law, this

Board shall monitor the energy consumption and resultant operational and maintenance costs of

buildings in which installations or modifications have been made or remodeling has been done

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and shall maintain and annually update a report documenting the reductions in energy

consumption and resultant operational and maintenance costs savings attributable to such

installations, modifications and/or remodeling. That report shall be certified by an architect or

engineer independent of any person that provided goods or services to the Board in connection

with the energy conservation measures that are the subject of the report. The resultant

operational and maintenance costs savings shall be certified by the Treasurer and the report

submitted annually to the Commission.

Section 7. Prior Acts Ratified and Confirmed. Any actions previously taken by

School District officials or agents of this Board in furtherance of the matters set forth in this

Resolution are hereby approved, ratified and confirmed.

Section 8. Compliance with Open Meeting Requirements. This Board finds and

determines that all formal actions of this Board and any of its committees concerning and

relating to the adoption of this Resolution were adopted in an open meeting of this Board or

committees, and that all deliberations of this Board and any of its committees that resulted in

those formal actions were in meetings open to the public, in compliance with the law.

Section 9. Captions and Headings. The captions and headings in this Resolution are

solely for convenience of reference and in no way define, limit or describe the scope or intent of

any Sections, subsections, paragraphs, subparagraphs or clauses hereof.

Section 10. Effective Date. This Resolution shall be in full force and effect from and

immediately upon its adoption.

Exhibit A

Contractor Contract Sum

United Resource Group (Lighting) $ 542,694.55

Harrington Electric (Lighting) $ 212,491.00

Hidden Valley Electric (Lighting) $ 48,440.00

Herb’s Pumps (Steam Trap) $ 60,992.96

Air Temp (Steam Trap) $ 128,970.00

Palmer Conservation Consulting (Bldg. Controls) $ 588,500.00

To Be Determined (Chillers) $ 495,000.00

AVG – Project Management 6% Fee $ 134,151.00

Roll Call: Ayes: Mr. Bliss, Mr. Clawson, Mrs. Fulford, Mr. Harris, Ms. Sutherland. The motion carried. 12-07-83

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TREASURER'S REPORT AND RECOMMENDATIONS

MONTHLY FINANCIAL REPORT Upon the recommendation of Mr. Bryan Christman, Treasurer, Mr. Bliss moved, seconded by Mr. Harris that the monthly financial report consisting of a preliminary summary financial statement for the month ended June 2012 (Exhibit T-1); and the Interim Investments listed below, be accepted and ratified as indicated. FINANCIAL STATEMENTS It is recommended that the preliminary summary financial statement for the month and fiscal year ended June 2012 (Exhibit T-1) be accepted. A full yearend report will be presented at the July 24

th special Board meeting.

INVESTMENTS It is recommended that in accordance with Section 135.14 of the Ohio Revised Code, the interim investments below be ratified.

Roll Call: Ayes: Mr. Bliss, Mr. Clawson, Mrs. Fulford, Mr. Harris, Ms. Sutherland. The motion carried.

12-07-84

FEDERAL & 0THER SECURITIES:

Bond Interest Purchase Maturity Investment Equiv. Type of to be

Date Date Amount Yield Investment Earned Dealer/Issuer

There were no investment security purchases this month.

OTHER DEPOSIT ACCOUNTS:

Avg. Annual Balance at Interest Rate Interest

Account 06/30/12 for Month Earned Star Ohio - General $16,416.07 0.07% $0.97

Charter One - High Balance Ckg $2,373,901.13 0.56% $0.00 **

Charter One - Money Market $0.00 0.00% $0.00

Huntington - DVP S/K $9,197.64 0.02% $15.07

PNC - Money Market $276,538.07 0.20% $232.98

TriState Capital-CD-Comp Bal Acct $3,000,000.00 0.00% * $0.00

P/R Funding Transfer A/C $2,167,881.89 N/A N/A

* - CD-CDAR contract includes equal compensating balance at 0.00% ** - Switched to earnings credit option which is used to offset service charges and thus no interest earned.

SHAKER HEIGHTS CITY SCHOOL DISTRICT INTERIM INVESTMENTS

June 2012

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AUTHORIZATION TO ISSUE UNVOTED DEBT LIMIT FINANCING ($850,000) Upon the recommendation of Mr. Bryan Christman, Treasurer, Mr. Clawson moved, seconded by Mr. Harris, that the Board of Education approve the following resolution authorizing the issuance of the unvoted debt limit financing. The Treasurer advised the Board that the notice requirements of Section 121.22 of the Revised Code and the implementing rules adopted by the Board pursuant thereto were complied with for the meeting. A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $850,000 OF NOTES, IN

ANTICIPATION OF THE ISSUANCE OF BONDS, TO PROVIDE FUNDS TO PAY COSTS OF

IMPROVING THE HIGH SCHOOL STADIUM BY CONSTRUCTING AN ALL-WEATHER TRACK,

ACQUIRING AND INSTALLING AN ARTIFICIAL TURF PLAYING SURFACE AND OTHERWISE

IMPROVING, EQUIPPING AND FURNISHING THE STADIUM AND ITS SITE, IN EACH CASE

TOGETHER WITH NECESSARY APPURTENANCES AND WORK INCIDENTAL THERETO.

WHEREAS, the Treasurer, as fiscal officer of this Board, has certified to this Board that the

estimated life or period of usefulness of the improvement described in Section 1 is at least five

years, the estimated maximum maturity of the Bonds described in Section 1 is ten years, and the

maximum maturity of the Notes described in Section 3, to be issued in anticipation of the Bonds, is

fifteen years;

NOW, THEREFORE, BE IT RESOLVED by the Board of Education of the Shaker Heights

City School District, County of Cuyahoga, Ohio, that:

Section 1. Authorized Principal Amount of Anticipated Bonds and Purpose. It is

necessary to issue bonds of this School District in the aggregate principal amount of $850,000 (the

Bonds) to provide funds to pay costs of improving the High School stadium by constructing an all-

weather track, acquiring and installing an artificial turf playing surface and otherwise improving,

equipping and furnishing the stadium and its site, in each case together with necessary

appurtenances and work incidental thereto.

Section 2. Estimated Bond Terms. The Bonds shall be dated approximately November 1,

2012, shall bear interest at the now estimated rate of 3% per year, payable semiannually until the

principal amount is paid, and are estimated to mature in ten annual principal installments that are

such that the total principal and interest payments on the Bonds in each fiscal year in which

principal is payable are substantially equal to the total principal and interest payments on the Bonds

in each other such fiscal year. The first installment of interest on the Bonds is estimated to be paid

on June 1, 2013, and the first installment of principal of the Bonds is estimated to be paid on

December 1, 2014.

Section 3. Authorized Principal Amount of Notes; Dating; Interest Rate. It is necessary

to issue and this Board determines that notes in the aggregate principal amount of $850,000 (the

Notes) shall be issued in anticipation of the issuance of the Bonds. The Notes shall be dated as of

their date of issuance and shall mature on December 12, 2012; provided that the Treasurer may, if it

is determined to be necessary or advisable to the sale of the Notes, establish a maturity date that is

14

not more than sixty days earlier than December 12, 2012, by setting forth that maturity date in the

certificate awarding the Notes in accordance with Section 6 of this Resolution (the Certificate of

Award). The Notes shall bear interest at a rate not to exceed 3% per year (computed on the basis of

a 360-day year consisting of twelve 30-day months), payable at maturity and until the principal

amount is paid or payment is provided for. The rate of interest on the Notes shall be determined by

the Treasurer in the Certificate of Award.

Section 4. Payment of Debt Charges; Paying Agent. The debt charges on the Notes shall

be payable in lawful money of the United States of America, or in Federal Reserve funds of the

United States of America if so requested by the original purchaser, and shall be payable, without

deduction for services of the School District’s paying agent, at the principal corporate trust office of

The Huntington National Bank, Columbus, Ohio (the Paying Agent).

Section 5. Execution of Notes; Book Entry System. The Notes shall be signed by the

President or the Vice-President and Treasurer of this Board in the name of the School District and in

their official capacities, provided that one of those signatures may be a facsimile. The Notes shall

be issued in the denominations and numbers as requested by the original purchaser and approved by

the Treasurer; provided that the entire principal amount may be represented by a single note. The

Notes may be issued as fully registered securities (for which the Treasurer will serve as note

registrar) and in book entry or other uncertificated form in accordance with Section 9.96 and

Chapter 133 of the Revised Code, with a single physical note certificate representing the entire issue

(or the consolidated issue into which it is combined with one or more other note issues of the School

District in accordance with Section 6 of this resolution), if it is determined by the Treasurer that

issuance of fully registered securities in that form will facilitate the sale and delivery of the Notes.

The Notes shall not have coupons attached, shall be numbered as determined by the Treasurer and

shall express upon their faces the purpose, in summary terms, for which they are issued and that

they are issued pursuant to Chapter 133 of the Revised Code and this Resolution.

As used in this Section and this Resolution:

“Book entry form” or “book entry system” means a form or system under which (i) the

ownership of beneficial interests in the Notes and the principal of, and interest on, the Notes (book

entry interests) may be transferred only through a book entry, and (ii) a single physical Note

certificate in fully registered form is issued by the School District only to a Depository or its

nominee, with such Note deposited with and retained in the custody of the Depository or its agent

for that purpose. The book entry maintained by others than the School District is the record that

identifies the owners of beneficial interests in the Notes and that principal and interest.

“Depository” means any securities depository that is a clearing agency under federal law

operating and maintaining, with its Participants or otherwise, a book entry system to record

ownership of book entry interests in the Notes or the principal of, or interest on, the Notes and to

effect transfers of the Notes, in book entry form, and includes and means initially The Depository

Trust Company (a limited purpose trust company), New York, New York.

15

“Participant” means any participant contracting with a Depository under a book entry

system and includes security brokers and dealers, banks and trust companies, and clearing

corporations.

The Notes may be issued to a Depository for use in a book entry system and, if and as long

as a book entry system is utilized, (i) the Notes may be issued in the form of a single Note registered

in the name of and made payable to the Depository or its nominee and deposited with and retained

in the custody of the Depository or its agent for that purpose (which may be the Paying Agent); (ii)

the owners of book entry interests shall have no right to receive the Notes in the form of physical

securities or certificates; (iii) ownership of book entry interests shall be shown by book entry on the

system maintained and operated by the Depository and its Participants, and transfers of the

ownership of book entry interests shall be made only by book entry by the Depository and its

Participants; and (iv) the Notes as such shall not be transferable or exchangeable, except for transfer

to another Depository or to another nominee of a Depository, without further action by the School

District.

If any Depository determines not to continue to act as a Depository for the Notes for use in a

book entry system, the Treasurer may attempt to establish a securities depository/book entry

relationship with another qualified Depository. If the Treasurer does not or is unable to do so, the

Treasurer, after making provision for notification of the book entry interest owners by the then

Depository and any other arrangements deemed necessary, shall permit withdrawal of the Notes

from the Depository, and shall cause the Notes in bearer or payable to order form to be signed by

the officers authorized to sign the Notes and delivered to the assigns of the Depository or its

nominee, all at the cost and expense (including any costs of printing), if the event is not the result of

School District action or inaction, of those persons requesting such issuance.

The Treasurer is also hereby authorized and directed, to the extent necessary or required, to

enter into any agreements determined necessary in connection with the book entry system for the

Notes, after determining that the signing thereof will not endanger the funds or securities of the

School District.

Section 6. Award and Sale of the Notes. The Notes shall be sold by the Treasurer to

Stifel, Nicolaus & Company, Incorporated, at private sale at a purchase price not less than par plus

accrued interest, in accordance with law and the provisions of this Resolution. The Treasurer shall

sign the Certificate of Award referred to in Section 3 evidencing that sale, cause the Notes to be

prepared, and have the Notes signed and delivered, together with a true transcript of proceedings

with reference to the issuance of the Notes if requested by the original purchaser, to the original

purchaser upon payment of the purchase price. The President and Vice-President of this Board, the

Treasurer and the Superintendent of Schools, as appropriate, are each authorized and directed to

sign any transcript certificates, financial statements and other documents and instruments and to

take such actions as are necessary or appropriate to consummate the transactions contemplated by

this Resolution. The Treasurer is authorized, if it is determined to be in the best interest of the

School District, to combine the issue of Notes with one or more other unvoted general obligation

bond anticipation note issues of the School District into a consolidated note issue pursuant to

Section 133.30(B) of the Revised Code; provided that, if the aggregate principal amount of the

16

consolidated issue is $1,000,000 or more, no note of that issue shall be issued in a denomination less

than $100,000 or be exchangeable for other notes in denominations less than $100,000.

The Treasurer shall also sign and deliver, in the name and on behalf of the School District, a

Note Purchase Agreement between the School District and Stifel, Nicolaus & Company,

Incorporated, in substantially the form as is now on file with the Treasurer, providing for the sale of

the Notes to, and the purchase of the Notes by, Stifel, Nicolaus & Company, Incorporated. The

Note Purchase Agreement is approved, together with any changes or amendments that are not

inconsistent with this Resolution and not substantially adverse to the School District and that are

approved by the Treasurer on behalf of the School District, all of which shall be conclusively

evidenced by the signing of the Note Purchase Agreement or amendments thereto.

Section 7. Application of Note Proceeds. The proceeds from the sale of the Notes, except

any premium and accrued interest, shall be paid into the proper fund or funds, and those proceeds

are appropriated and shall be used for the purpose for which the Notes are being issued. Any

portion of those proceeds representing premium and accrued interest shall be paid into the Bond

Retirement Fund.

Section 8. Application and Pledge of Bond or Renewal Note Proceeds or Excess Funds.

The par value to be received from the sale of the Bonds or any renewal notes, and any excess funds

resulting from the issuance of the Notes shall, to the extent necessary, be used to pay debt charges

on the Notes at maturity and are pledged for that purpose.

Section 9. Provisions for Tax Levy. During the year or years in which the Notes are

outstanding, there shall be levied on all the taxable property in the School District, in addition to all

other taxes, the same tax that would have been levied if the Bonds had been issued without the prior

issuance of the Notes. The tax shall be within the ten-mill limitation imposed by law, shall be and is

ordered computed, certified, levied and extended upon the tax duplicate and collected by the same

officers, in the same manner, and at the same time that taxes for general purposes for each of those

years are certified, levied, extended and collected, and shall be placed before and in preference to all

other items and for the full amount thereof. The proceeds of the tax levy shall be placed in the Bond

Retirement Fund, which is irrevocably pledged for the payment of the debt charges on the Notes or

the Bonds when and as the same fall due.

Section 10. Federal Tax Considerations. The Board and the School District covenant that

they will use, and will restrict the use and investment of, the proceeds of the Notes in such manner

and to such extent as may be necessary so that (a) the Notes will not (i) constitute private activity

bonds or arbitrage bonds under Sections 141 or 148 of the Internal Revenue Code of 1986, as

amended (the Code) or (ii) be treated other than as bonds the interest on which is excluded from

gross income under Section 103 of the Code, and (b) the interest on the Notes will not be an item of

tax preference under Section 57 of the Code.

The Board and the School District further covenant that (a) they will take or cause to be

taken such actions that may be required of them for the interest on the Notes to be and remain

excluded from gross income for federal income tax purposes, and (b) they will not take or authorize

to be taken any actions which would adversely affect that exclusion, and (c) they, or persons acting

17

for them, will, among other acts of compliance, (i) apply the proceeds of the Notes to the

governmental purpose of the borrowing, (ii) restrict the yield on investment property, (iii) make

timely and adequate payments to the federal government, (iv) maintain books and records and make

calculations and reports, and (v) refrain from certain uses of proceeds and, as applicable, of property

financed with such proceeds, all in such manner and to the extent necessary to assure such exclusion

of that interest under the Code.

The Notes are hereby designated as “qualified tax-exempt obligations” for purposes of

Section 265(b)(3) of the Code. In that connection, the Board and the School District hereby represent and covenant that the Board and the School District, together with all their subordinate

entities or entities that issue obligations on their behalf, or on behalf of which they issue obligations,

in or during the calendar year in which the Notes are issued (i) have not issued and will not issue

tax-exempt obligations designated as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code, including the Notes, in an aggregate amount in excess of $10,000,000 and

(ii) have not issued, do not reasonably anticipate issuing, and will not issue, tax-exempt obligations

(including the Notes, but excluding obligations, other than qualified 501(c)(3) bonds as defined in

Section 145 of the Code, that are private activity bonds as defined in Section 141 of the Code and excluding refunding obligations that are not advance refunding obligations as defined in Section

149(d)(5) of the Code) in an aggregate amount exceeding $10,000,000, unless the School District

first obtains a written opinion of nationally recognized bond counsel that such designation or

issuance, as applicable, will not adversely affect the status of the Notes as “qualified tax-exempt obligations”. Further, the Board and the School District represent and covenant that, during any

time or in any manner as might affect the status of the Notes as “qualified tax-exempt obligations”,

neither the Board nor the School District has formed or participated in the formation of, or benefited

from or availed itself of, any entity in order to avoid the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the Code, and neither the Board nor the School District will form, participate in

the formation of, or benefit from or avail itself of, any such entity. The Board and the School

District further represent that the Notes are not being issued as part of a direct or indirect composite

issue that combines issues or lots of tax-exempt obligations of different issuers.

The Treasurer, as the fiscal officer, or any other officer of this Board having responsibility

for issuance of the Notes is hereby authorized (a) to make or effect any election, selection,

designation, choice, consent, approval, or waiver on behalf of the School District with respect to the

Notes as the School District is permitted to or required to make or give under the federal income tax

laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or status of the

Notes or interest thereon or assisting compliance with requirements for that purpose, reducing the

burden or expense of such compliance, reducing the rebate amount or payments or penalties, or

making payments of special amounts in lieu of making computations to determine, or paying,

excess earnings as rebate, or obviating those amounts or payments, as determined by that officer,

which action shall be in writing and signed by the officer, (b) to take any and all other actions, make

or obtain calculations, make payments, and make or give reports, covenants and certifications of and

on behalf of the Board and the School District, as may be appropriate to assure the exclusion of

interest from gross income and the intended tax status of the Notes, and (c) to give one or more

appropriate certificates of the Board and the School District, for inclusion in the transcript of

proceedings for the Notes, setting forth the reasonable expectations of the Board and the School

District regarding the amount and use of all the proceeds of the Notes, the facts, circumstances and

18

estimates on which they are based, and other facts and circumstances relevant to the tax treatment of

the interest on and the tax status of the Notes.

Section 11. Retention of Counsel. The legal services of the law firm of Squire Sanders

(US) LLP be and are hereby retained. Those legal services shall be in the nature of legal advice and

recommendations as to the documents and the proceedings in connection with the authorization,

sale and issuance of the Notes and rendering at delivery a related legal opinion, all as set forth in this

Resolution and the form of engagement letter dated as of July 10, 2012, now on file in the office of

the Treasurer. In providing those legal services, as an independent contractor and in an attorney-

client relationship, that firm shall not exercise any administrative discretion on behalf of this Board

in the formulation of public policy, expenditure of public funds, enforcement of laws, rules and

regulations of the State, any county or municipal corporation or of this Board, or the execution of

public trusts. For those legal services that firm shall be paid just and reasonable compensation and

shall be reimbursed for actual out-of-pocket expenses incurred in providing those legal services.

The Treasurer is authorized and directed to sign and deliver the engagement letter, and to make

appropriate certification as to the availability of funds for those fees and any reimbursement and to

issue an appropriate order for their timely payment as written statements are submitted by that firm.

Section 12. Certification and Delivery of Resolution. The Treasurer is directed to

deliver or cause to be delivered a certified copy of this Resolution to the Cuyahoga County Fiscal

Officer.

Section 13. Satisfaction of Conditions for Note Issuance. This Board determines that

all acts and conditions necessary to be done or performed by the Board or the School District or to

have been met precedent to and in the issuing of the Notes in order to make them legal, valid and

binding general obligations of the Shaker Heights City School District have been performed and

have been met, or will at the time of delivery of the Notes have been performed or have been met, in

regular and due form as required by law; that the full faith credit and general taxing power (as

described in Section 9 hereof) of the School District are pledged for the timely payment of the debt

charges on the Notes; and that no statutory or constitutional limitation of indebtedness or taxation

will have been exceeded in the issuance of the Notes.

Section 14. Compliance with Open Meeting Requirements. This Board finds and

determines that all formal actions of this Board and any of its committees concerning and relating to

the adoption of this Resolution were taken, and that all deliberations of this Board and any of its

committees that resulted in those formal actions were held, in meetings open to the public, in

compliance with the law.

Section 15. Captions and Headings. The captions and headings in this Resolution are

solely for convenience of reference and in no way define, limit or describe the scope or intent of

any Sections, subsections, paragraphs, subparagraphs or clauses hereof. Reference to a Section

means a section of this Resolution unless otherwise indicated.

Section 16. Effective Date. This Resolution shall be in full force and effect from and

immediately upon its adoption.

19

Roll Call: Ayes: Mr. Bliss, Mr. Clawson, Mrs. Fulford, Mr. Harris, Ms. Sutherland. The motion carried.

12-07-85 AUTHORIZATION TO ISSUE HOUSE BILL NO. 264 ENERGY CONSERVATION FINANCING ($2,370,000) Upon the recommendation of Mr. Bryan Christman, Treasurer, Mrs. Fulford moved, seconded by Mr. Harris that the Board of Education approve the following resolution authorizing the issuance of the House Bill No. 264 Energy Conservation projects financing. The Treasurer advised the Board that the notice requirements of Section 121.22 of the Revised Code and the implementing rules adopted by the Board pursuant thereto were complied with for the meeting. A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $2,370,000 OF NOTES, IN

ANTICIPATION OF THE ISSUANCE OF BONDS, TO PROVIDE FUNDS TO PAY COSTS OF

INSTALLATIONS, MODIFICATIONS AND REMODELING OF SCHOOL BUILDINGS TO CONSERVE

ENERGY.

WHEREAS, this Board approved a project energy study and thereafter received an approval

from the Ohio School Facilities Commission to incur indebtedness to carry out the energy

conservation program outlined therein; and

WHEREAS, the issuance of the notes authorized by this Resolution will be within the

amount certified by the Ohio School Facilities Commission, will not cause the net indebtedness of

this School District created or incurred without a vote of the people and issued for the purpose of

reducing energy consumption to exceed nine-tenths of one percent of the total value of all property

in this District as listed and assessed for taxation and, together with all other unvoted indebtedness

of this School District to be outstanding immediately following the issuance of the notes, will not

cause the net indebtedness created or incurred without a vote of the people for all purposes to

exceed one percent of the total value of all property in the District as listed and assessed for

taxation; and

WHEREAS, the Treasurer, as fiscal officer of this Board, has certified to this Board that the

estimated life or period of usefulness of the improvement described in Section 1 is at least five

years, the estimated maximum maturity of the Bonds described in Section 1 is fifteen years, and the

maximum maturity of the Notes described in Section 3, to be issued in anticipation of the Bonds, is

two hundred forty months;

NOW, THEREFORE, BE IT RESOLVED by the Board of Education of the Shaker Heights

City School District, County of Cuyahoga, Ohio, that:

Section 1. Authorized Principal Amount of Anticipated Bonds and Purpose. It is

necessary to issue bonds of this School District in the aggregate principal amount of $2,370,000 (the

Bonds) to provide funds to pay costs of installations, modifications and remodeling of school

buildings to conserve energy.

20

Section 2. Estimated Bond Terms. The Bonds shall be dated approximately November 1,

2012, shall bear interest at the now estimated rate of 3½% per year, payable semiannually until the

principal amount is paid, and are estimated to mature in fifteen annual principal installments that are

such that the total principal and interest payments on the Bonds in each fiscal year in which

principal is payable are substantially equal to the total principal and interest payments on the Bonds

in each other such fiscal year. The first installment of interest on the Bonds is estimated to be paid

on June 1, 2013, and the first installment of principal of the Bonds is estimated to be paid on

December 1, 2014.

Section 3. Authorized Principal Amount of Notes; Dating; Interest Rate. It is necessary

to issue and this Board determines that notes in the aggregate principal amount of $2,370,000 (the

Notes) shall be issued in anticipation of the issuance of the Bonds. The Notes shall be dated as of

their date of issuance and shall mature on December 12, 2012; provided that the Treasurer may, if it

is determined to be necessary or advisable to the sale of the Notes, establish a maturity date that is

not more than sixty days earlier than December 12, 2012, by setting forth that maturity date in the

certificate awarding the Notes in accordance with Section 6 of this Resolution (the Certificate of

Award). The Notes shall bear interest at a rate not to exceed 3% per year (computed on the basis of

a 360-day year consisting of twelve 30-day months), payable at maturity and until the principal

amount is paid or payment is provided for. The rate of interest on the Notes shall be determined by

the Treasurer in the Certificate of Award.

Section 4. Payment of Debt Charges; Paying Agent. The debt charges on the Notes shall

be payable in lawful money of the United States of America, or in Federal Reserve funds of the

United States of America if so requested by the original purchaser, and shall be payable, without

deduction for services of the School District’s paying agent, at the principal corporate trust office of

The Huntington National Bank, Columbus, Ohio (the Paying Agent).

Section 5. Execution of Notes; Book Entry System. The Notes shall be signed by the

President or the Vice-President and Treasurer of this Board in the name of the School District and in

their official capacities, provided that one of those signatures may be a facsimile. The Notes shall

be issued in the denominations and numbers as requested by the original purchaser and approved by

the Treasurer; provided that no Note shall be issued in a denomination less than $100,000 or

exchangeable for other Notes in a denomination less than $100,000; and provided further that the

entire principal amount may be represented by a single note. The Notes may be issued as fully

registered securities (for which the Treasurer will serve as note registrar) and in book entry or other

uncertificated form in accordance with Section 9.96 and Chapter 133 of the Revised Code, with a

single physical note certificate representing the entire issue (or the consolidated issue into which it is

combined with one or more other note issues of the School District in accordance with Section 6 of

this Resolution), if it is determined by the Treasurer that issuance of fully registered securities in

that form will facilitate the sale and delivery of the Notes. The Notes shall not have coupons

attached, shall be numbered as determined by the Treasurer and shall express upon their faces the

purpose, in summary terms, for which they are issued and that they are issued pursuant to Chapter

133 of the Revised Code, including particularly Section 133.06(G), the aforesaid approval by the

Ohio School Facilities Commission and this Resolution.

21

As used in this Section and this Resolution:

“Book entry form” or “book entry system” means a form or system under which (i) the

ownership of beneficial interests in the Notes and the principal of, and interest on, the Notes (book

entry interests) may be transferred only through a book entry, and (ii) a single physical Note

certificate in fully registered form is issued by the School District only to a Depository or its

nominee, with such Note deposited with and retained in the custody of the Depository or its agent

for that purpose. The book entry maintained by others than the School District is the record that

identifies the owners of beneficial interests in the Notes and that principal and interest.

“Depository” means any securities depository that is a clearing agency under federal law

operating and maintaining, with its Participants or otherwise, a book entry system to record

ownership of book entry interests in the Notes or the principal of, or interest on, the Notes and to

effect transfers of the Notes, in book entry form, and includes and means initially The Depository

Trust Company (a limited purpose trust company), New York, New York.

“Participant” means any participant contracting with a Depository under a book entry

system and includes security brokers and dealers, banks and trust companies, and clearing

corporations.

The Notes may be issued to a Depository for use in a book entry system and, if and as long

as a book entry system is utilized, (i) the Notes may be issued in the form of a single Note registered

in the name of and made payable to the Depository or its nominee and deposited with and retained

in the custody of the Depository or its agent for that purpose (which may be the Paying Agent); (ii)

the owners of book entry interests shall have no right to receive the Notes in the form of physical

securities or certificates; (iii) ownership of book entry interests shall be shown by book entry on the

system maintained and operated by the Depository and its Participants, and transfers of the

ownership of book entry interests shall be made only by book entry by the Depository and its

Participants; and (iv) the Notes as such shall not be transferable or exchangeable, except for transfer

to another Depository or to another nominee of a Depository, without further action by the School

District.

If any Depository determines not to continue to act as a Depository for the Notes for use in a

book entry system, the Treasurer may attempt to establish a securities depository/book entry

relationship with another qualified Depository. If the Treasurer does not or is unable to do so, the

Treasurer, after making provision for notification of the book entry interest owners by the then

Depository and any other arrangements deemed necessary, shall permit withdrawal of the Notes

from the Depository, and shall cause the Notes in bearer or payable to order form to be signed by

the officers authorized to sign the Notes and delivered to the assigns of the Depository or its

nominee, all at the cost and expense (including any costs of printing), if the event is not the result of

School District action or inaction, of those persons requesting such issuance.

The Treasurer is also hereby authorized and directed, to the extent necessary or required, to

enter into any agreements determined necessary in connection with the book entry system for the

Notes, after determining that the signing thereof will not endanger the funds or securities of the

School District.

22

Section 6. Award and Sale of the Notes. The Notes shall be sold by the Treasurer to

Stifel, Nicolaus & Company, Incorporated, at private sale at a purchase price not less than par plus

accrued interest, in accordance with law and the provisions of this Resolution. The Treasurer shall

sign the Certificate of Award referred to in Section 3 evidencing that sale, cause the Notes to be

prepared, and have the Notes signed and delivered, together with a true transcript of proceedings

with reference to the issuance of the Notes if requested by the original purchaser, to the original

purchaser upon payment of the purchase price. The President and Vice-President of this Board, the

Treasurer and the Superintendent of Schools, as appropriate, are each authorized and directed to

sign any transcript certificates, financial statements and other documents and instruments and to

take such actions as are necessary or appropriate to consummate the transactions contemplated by

this Resolution. The Treasurer is authorized, if it is determined to be in the best interest of the

School District, to combine the issue of Notes with one or more other unvoted general obligation

bond anticipation note issues of the School District into a consolidated note issue pursuant to

Section 133.30(B) of the Revised Code.

The Treasurer shall also sign and deliver, in the name and on behalf of the School District, a

Note Purchase Agreement between the School District and Stifel, Nicolaus & Company,

Incorporated, in substantially the form as is now on file with the Treasurer, providing for the sale of

the Notes to, and the purchase of the Notes by, Stifel, Nicolaus & Company, Incorporated. The

Note Purchase Agreement is approved, together with any changes or amendments that are not

inconsistent with this Resolution and not substantially adverse to the School District and that are

approved by the Treasurer on behalf of the School District, all of which shall be conclusively

evidenced by the signing of the Note Purchase Agreement or amendments thereto.

Section 7. Application of Note Proceeds. The proceeds from the sale of the Notes, except

any premium and accrued interest, shall be paid into the proper fund or funds, and those proceeds

are appropriated and shall be used for the purpose for which the Notes are being issued. Any

portion of those proceeds representing premium and accrued interest shall be paid into the Bond

Retirement Fund.

Section 8. Application and Pledge of Bond or Renewal Note Proceeds or Excess Funds.

The par value to be received from the sale of the Bonds or any renewal notes, and any excess funds

resulting from the issuance of the Notes shall, to the extent necessary, be used to pay debt charges

on the Notes at maturity and are pledged for that purpose.

Section 9. Provisions for Tax Levy. During the year or years in which the Notes are

outstanding, there shall be levied on all the taxable property in the School District, in addition to all

other taxes, the same tax that would have been levied if the Bonds had been issued without the prior

issuance of the Notes. The tax shall be within the ten-mill limitation imposed by law, shall be and is

ordered computed, certified, levied and extended upon the tax duplicate and collected by the same

officers, in the same manner, and at the same time that taxes for general purposes for each of those

years are certified, levied, extended and collected, and shall be placed before and in preference to all

other items and for the full amount thereof; provided, however, that in each year to the extent

money from a reduction in energy costs resulting from the improvement is available for the

payment of the debt charges on the Notes and Bonds and is appropriated for that purpose, the tax

shall be reduced by the amount of money so available and appropriated, it being intended by this

23

Board that such debt charges be paid from energy cost savings to the General Fund resulting from

the improvement. The proceeds of the tax levy shall be placed in the Bond Retirement Fund, which

is irrevocably pledged for the payment of the debt charges on the Notes or the Bonds when and as

the same fall due.

Section 10. Federal Tax Considerations. The Board and the School District covenant that

they will use, and will restrict the use and investment of, the proceeds of the Notes in such manner

and to such extent as may be necessary so that (a) the Notes will not (i) constitute private activity

bonds or arbitrage bonds under Sections 141 or 148 of the Internal Revenue Code of 1986, as

amended (the Code) or (ii) be treated other than as bonds the interest on which is excluded from

gross income under Section 103 of the Code, and (b) the interest on the Notes will not be an item of

tax preference under Section 57 of the Code.

The Board and the School District further covenant that (a) they will take or cause to be

taken such actions that may be required of them for the interest on the Notes to be and remain

excluded from gross income for federal income tax purposes, and (b) they will not take or authorize

to be taken any actions which would adversely affect that exclusion, and (c) they, or persons acting

for them, will, among other acts of compliance, (i) apply the proceeds of the Notes to the

governmental purpose of the borrowing, (ii) restrict the yield on investment property, (iii) make

timely and adequate payments to the federal government, (iv) maintain books and records and make

calculations and reports, and (v) refrain from certain uses of proceeds and, as applicable, of property

financed with such proceeds, all in such manner and to the extent necessary to assure such exclusion

of that interest under the Code.

The Notes are hereby designated as “qualified tax-exempt obligations” for purposes of

Section 265(b)(3) of the Code. In that connection, the Board and the School District hereby

represent and covenant that the Board and the School District, together with all their subordinate

entities or entities that issue obligations on their behalf, or on behalf of which they issue obligations,

in or during the calendar year in which the Notes are issued (i) have not issued and will not issue

tax-exempt obligations designated as “qualified tax-exempt obligations” for purposes of Section

265(b)(3) of the Code, including the Notes, in an aggregate amount in excess of $10,000,000 and

(ii) have not issued, do not reasonably anticipate issuing, and will not issue, tax-exempt obligations

(including the Notes, but excluding obligations, other than qualified 501(c)(3) bonds as defined in

Section 145 of the Code, that are private activity bonds as defined in Section 141 of the Code and

excluding refunding obligations that are not advance refunding obligations as defined in Section

149(d)(5) of the Code) in an aggregate amount exceeding $10,000,000, unless the School District

first obtains a written opinion of nationally recognized bond counsel that such designation or

issuance, as applicable, will not adversely affect the status of the Notes as “qualified tax-exempt

obligations”. Further, the Board and the School District represent and covenant that, during any

time or in any manner as might affect the status of the Notes as “qualified tax-exempt obligations”,

neither the Board nor the School District has formed or participated in the formation of, or benefited

from or availed itself of, any entity in order to avoid the purposes of subparagraph (C) or (D) of

Section 265(b)(3) of the Code, and neither the Board nor the School District will form, participate in

the formation of, or benefit from or avail itself of, any such entity. The Board and the School

District further represent that the Notes are not being issued as part of a direct or indirect composite

issue that combines issues or lots of tax-exempt obligations of different issuers.

24

The Treasurer, as the fiscal officer, or any other officer of this Board having responsibility

for issuance of the Notes is hereby authorized (a) to make or effect any election, selection,

designation, choice, consent, approval, or waiver on behalf of the School District with respect to the

Notes as the School District is permitted to or required to make or give under the federal income tax

laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or status of the

Notes or interest thereon or assisting compliance with requirements for that purpose, reducing the

burden or expense of such compliance, reducing the rebate amount or payments or penalties, or

making payments of special amounts in lieu of making computations to determine, or paying,

excess earnings as rebate, or obviating those amounts or payments, as determined by that officer,

which action shall be in writing and signed by the officer, (b) to take any and all other actions, make

or obtain calculations, make payments, and make or give reports, covenants and certifications of and

on behalf of the Board and the School District, as may be appropriate to assure the exclusion of

interest from gross income and the intended tax status of the Notes, and (c) to give one or more

appropriate certificates of the Board and the School District, for inclusion in the transcript of

proceedings for the Notes, setting forth the reasonable expectations of the Board and the School

District regarding the amount and use of all the proceeds of the Notes, the facts, circumstances and

estimates on which they are based, and other facts and circumstances relevant to the tax treatment of

the interest on and the tax status of the Notes.

Section 11. Retention of Counsel. The legal services of the law firm of Squire Sanders

(US) LLP be and are hereby retained. Those legal services shall be in the nature of legal advice and

recommendations as to the documents and the proceedings in connection with the authorization,

sale and issuance of the Notes and rendering at delivery a related legal opinion, all as set forth in this

Resolution and the form of engagement letter dated as of July 10, 2012, now on file in the office of

the Treasurer. In providing those legal services, as an independent contractor and in an attorney-

client relationship, that firm shall not exercise any administrative discretion on behalf of this Board

in the formulation of public policy, expenditure of public funds, enforcement of laws, rules and

regulations of the State, any county or municipal corporation or of this Board, or the execution of

public trusts. For those legal services that firm shall be paid just and reasonable compensation and

shall be reimbursed for actual out-of-pocket expenses incurred in providing those legal services.

The Treasurer is authorized and directed to sign and deliver the engagement letter, and to make

appropriate certification as to the availability of funds for those fees and any reimbursement and to

issue an appropriate order for their timely payment as written statements are submitted by that firm.

Section 12. Certification and Delivery of Resolution. The Treasurer is directed to deliver

or cause to be delivered a certified copy of this Resolution to the Cuyahoga County Fiscal Officer.

Section 13. Satisfaction of Conditions for Note Issuance. This Board determines that all

acts and conditions necessary to be done or performed by the Board or the School District or to have

been met precedent to and in the issuing of the Notes in order to make them legal, valid and binding

general obligations of the Shaker Heights City School District have been performed and have been

met, or will at the time of delivery of the Notes have been performed or have been met, in regular

and due form as required by law; that the full faith credit and general taxing power (as described in

Section 9 hereof) of the School District are pledged for the timely payment of the debt charges on

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the Notes; and that no statutory or constitutional limitation of indebtedness or taxation will have

been exceeded in the issuance of the Notes.

Section 14. Monitoring of Energy Consumption; Reporting. As long as any of the Notes

are outstanding and it is required by law, this Board shall monitor the energy consumption and

operational and maintenance costs of buildings in which installations, modifications and remodeling

have been done, and shall maintain and annually update, and furnish to the Ohio School Facilities

Commission or its designee upon request or as may be required by law, a report, certified by an

architect or engineer independent of any person providing goods or services in connection with

approved installations, modifications and/or the remodeling, documenting the reductions in energy

consumption and costs savings achieved, which cost savings shall also be certified by the Treasurer

of this Board.

Section 15. Compliance with Open Meeting Requirements. This Board finds and

determines that all formal actions of this Board and any of its committees concerning and relating to

the adoption of this Resolution were taken, and that all deliberations of this Board and any of its

committees that resulted in those formal actions were held, in meetings open to the public, in

compliance with the law.

Section 16. Captions and Headings. The captions and headings in this Resolution are

solely for convenience of reference and in no way define, limit or describe the scope or intent of

any Sections, subsections, paragraphs, subparagraphs or clauses hereof. Reference to a Section

means a section of this Resolution unless otherwise indicated.

Section 17. Effective Date. This Resolution shall be in full force and effect from and

immediately upon its adoption.

Roll Call: Ayes: Mr. Bliss, Mr. Clawson, Mrs. Fulford, Mr. Harris, Ms. Sutherland. The motion carried.

12-07-86

ANNOUNCEMENTS AND PUBLIC COMMENT Mr. Bliss announced that the Mayor would be holding a public forum at the Shaker Family Center later this week to discuss the proposed city income tax increase. President Sutherland announced the date of the upcoming Board meeting work session on July 24

th.

At this time, President Sutherland asked for comments from the public audience, and reminded the audience that Board members are always available for individual communication through the district website and contact information listed in the PTO calendar.

There being none, at 6:32 p.m. upon the recommendation of President Sutherland, Mr. Harris moved, seconded by Mr. Clawson that the meeting be adjourned.

Roll Call: Ayes: Mr. Bliss, Mr. Clawson, Mrs. Fulford, Mr. Harris, Ms. Sutherland. The motion carried.

12-07-87

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The regular meeting of the Shaker Heights Board of Education adjourned at 6:32 p.m.

________________________________

Annette Tucker Sutherland, President

________________________________

Bryan C. Christman, Treasurer