School Board Shade Meeting and Workshop

Page 1 Minutes October 13, 2022 School Board Exempt Shade Meeting and Workshop - 9:00 AM Manatee County School District 215 Manatee Avenue West Bradenton, FL 34205 www.manateeschools.net Times Indicated Are Approximate I) CALL TO ORDER Attendee Name Status Charlie Kennedy, Board Member Cynthia Saunders, Superintendent Doug Wagner, Deputy Superintendent of Operations Gina Messenger, Vice-Chair Mary Foreman, Board Member Mitchell Teitelbaum, General Counsel Stephen Dye, Board Attorney Tim Bargeron, Deputy Superintendent of Business Services Chad Choate, Board Member Present James Golden, Chair Absent Minutes: Vice-Chair Messenger called the Workshop to order at 9:02 AM. II) EXEMPT SHADE MEETING 1. Exempt Shade Meeting Minutes: Vice-Chair Messenger announced that the School Board would hold an exempt Shade Meeting in order to discuss safety and security. Pursuant to section 281.301, Florida Statutes the Shade Session was closed to the public. The meeting was exempt from the provisions of F.S. 286.011 and was closed to the public. Attending the Shade Meeting were School Board Members Charlie Kennedy, Gina Messenger, Chad Choate III, and Mary Foreman; Stephen Dye, School Board Attorney; Mitchell Teitelbaum, General Counsel; Doug Wagner, Deputy Superintendent of Operations; Paul Damico, Chief of Safety and Security; Patrick Bartholomew, Director of Safety and Security; and Joe Ranaldi, Chief Operations Officer. Vice-Chair Messenger asked everyone else to leave and closed the workshop to the public at 9:03 AM. All public address (P.A.) and recording devices were turned off. Following the exempt Shade Meeting, Vice-Chair Messenger opened the Workshop to the public to close the Shade Meeting at 9:42 AM. She announced a recess at 9:42 AM and reconvened the Workshop at 9:53 AM.

Page 2 III) WORKSHOP 1. Update on Impact Fee Study Minutes: Mr. Mike Pendley, Executive Planner, provided an overview of the Impact Fee Study. He spoke regarding TischlerBise and discussed the basis of impact fees. Mr. Pendley introduced Mr. Carson Bise, of TischlerBise. Mr. Bise presented the following: • TischlerBise Experience • Legal and Methodology • Student Generation Rate Data (Student Data Adjustments, Housing Data Adjustments, Geocoded, Unit Size) • Projected Utilization • Construction Cost Estimates • Land • Elementary Schools • Middle Schools • High Schools • Bus • Capital Cost per Student • Next Steps Following the presentation, the Board asked questions and held discussion. Board Member Choate inquired about the course of Manatee County Government related to impact fees. Mr. Bise noted that he had been briefed on their status and is coordinating with their consultant. Board Member Kennedy inquired about a draft of the levels. Mr. Bise stated that they do not yet have a draft. Following a question from Board Member Foreman regarding the timeline for impact fees to come before the Board for approval, Mr. Pendley provided information and shared possible options for next steps. Board Member Kennedy inquired about statutory requirements. Mr. Pendley and Mr. Bise spoke regarding the Statute and noted changes to the Statute. BREAK - 30 MINUTES Minutes: The Board postponed the scheduled break and moved forward on the Agenda to the Audit Committee Report to the Board. IV) WORKSHOP 2. Audit Committee Report to the Board Minutes: Dr. Susan Agruso, Chair of the Audit Committee, utilized the attached Report to update the Board on recent Audit Committee Meetings. She noted that the Committee recommended the Board approve the Construction Post Audit Review with one item pending. She also noted that there were concerns with the scheduled dates for the January and July meetings and requested an adjustment to those dates.

Following the Report, Mr. Mitchell Teitelbaum, General Counsel, reported that he requested an opinion from the Office of Safe Schools regarding the issue of the Audit Committee being able to go into the shade for cybersecurity. He stated that he had not received a response and would continue to follow the request. Board Member Kennedy inquired about providing a general update from Sylint to allow the Audit Committee to provide oversight but not receive confidential information. Mr. Stephen Dye, School Board Attorney, stated that the consultant for cybersecurity could prepare a basic report that is intended for the general public and that the report could also be shared with the Committee. 3. Discussion of Auditor Selection Committee and Proposed Charter Minutes: Mr. Stephen Dye, School Board Attorney, spoke regarding the statutory requirement for the Board to have an Auditor Selection Committee. He discussed Statute 218.391 and the option to have the Auditor Selection Committee as a subcommittee of the Board. He provided an overview of the attached documents. The Board asked questions and held discussion. Board Member Kennedy suggested that the Audit Committee Members all be Members of the Auditor Selection Committee. Board Member Foreman recommended making the Auditor Selection Committee a separate committee rather than a subcommittee and provided the reasons. She discussed the functions of the Selection Committee and noted that the Charter would need to address the internal auditors and staff internal auditor. She discussed the composition of the Committee and stated that the language in the third paragraph could be eliminated since it is included in the Audit Committee Charter. She requested an abbreviation for section two and requested that the language starting with the third section be removed. The Board continued discussion regarding the Charter. Vice-Chair Messenger requested clarification regarding the language, “the school board shall”. Mr. Dye stated that he wanted the Board to see the entire Statute. He noted that he agreed with Board Member Foreman’s suggestion for the final version to remove Section 3 through the end and add language to state that they will do any other actions as required by the Statute. Vice-Chair Messenger summarized the revision and received consensus from the Board Members. Vice-Chair Messenger inquired about the scope of the subcommittee and the related language in the Charter. Dr. Susan Agruso, Chair of the Audit Committee, recommended that the Board specify in the Charter that the Auditor Selection Committee selects the auditors. Mr. Dye clarified that the Committee vets the auditors and provides a recommendation to the Board. At the request of Vice-Chair Messenger, Mr. Dye reiterated his suggestion to use the language, “or other auditing services as requested by the Board” to add clarification. The Board reached consensus to use the language. The Board also reached consensus to invite all Audit Committee Members to join the Auditor Selection Subcommittee. Board Member Foreman requested the third paragraph under Section 1, “Overview”, to be removed, noting that it was included in the Audit Committee Charter. Mr. Dye stated that he would check the language. Mr. Dye requested clarification regarding the Board Liaison being the Chair of the Subcommittee. Vice- Chair Messenger suggested adding the representative to the Board’s Committee sheet. Page 3

Vice-Chair Messenger summarized the following action desired by the Board: • Remove the second page of the Auditor Selection Committee Charter, Section 3 • Refine the wording in the Charter to ensure it is clear regarding the other auditors • Discuss which Board Member will be the Chair of the Subcommittee at a later date • Invite all Audit Committee Members to become Members of the Subcommittee • The Auditor Selection Committee will become a Subcommittee and will be included with the Audit Committee Charter Vice-Chair Messenger announced a recess at 11:25 AM and reconvened at 11:48 AM. 4. Discussion of Proposed Revisions to the Audit Committee Charter Minutes: Board Member Foreman discussed her proposed revisions to the Audit Committee Charter. She spoke regarding the Audit Committee’s previous involvement with cybersecurity and spoke in support of allowing their involvement to resume. She requested a limited scope in order for the Committee to be able to follow up on some of the audits. She provided specific examples of situations. Board Member Kennedy spoke regarding the credentials required to become an Audit Committee Member and discussed the options moving forward regarding the Committee’s involvement with cybersecurity. Board Member Choate thanked Board Member Foreman for her work on the Charter. He stated that the Board should be responsible for the security and cybersecurity, noting that the Board should have direct contact with Sylint. Vice-Chair Messenger requested clarification from Board Attorney, Mr. Stephen Dye. Mr. Dye stated that he doesn't know of any other school board in Florida that allows citizens to attend shade sessions. He expressed concerns and discussed the requirements to meet in the shade, noting that each attendee must be essential to the meeting with a unique quality that makes the individual entitled to be present in the shade session. Mr. Dye stated that he would want the Board to vote on a Committee Member to be invited to a shade session. Vice-Chair Messenger expressed concerns with doing something that is not legally defensible. She inquired about the legality of selecting a Committee Member to be involved with cybersecurity matters. Mr. Dye discussed considerations. Superintendent Saunders stated that the District needs to be very clear with staff regarding what they can legally provide to people to ensure staff is not put at risk. Vice-Chair Messenger stated that Mr. Dye had suggested providing a generalized report including the number of findings without the confidential details. Vice-Chair Messenger suggested removing the first paragraph under the Section, “Information Technology Cybersecurity” of the attached proposed revised Audit Committee Charter. She noted that language may also need to be removed from the first paragraph under the Section, “Mission”. She suggested including the Board’s liaison to cybersecurity topics with the approval of the other Board Committee assignments. Board Member Choate stated that the burden does not need to be on the Audit Committee to report that findings haven't been completed, noting that it is the Board’s responsibility. Board Member Foreman spoke in support of giving the Audit Committee access to some of the information. She noted that if the Committee is legally allowed in the shade, the Board should allow them to meet in Page 4

Page 5 the shade or allow one member to attend the Board’s shade sessions. She expressed concerns with appointing one Board Member to serve as the cybersecurity liaison. She discussed options. Vice-Chair Messenger stated that the Board reached consensus to allow the Committee to receive generalized reports but noted there are varying opinions on whether the Committee should receive additional information. Board Member Kennedy disagreed with tasking one Committee Member as a cybersecurity liaison. Vice-Chair Messenger requested that the first paragraph be removed under “Information Technology Cybersecurity”, noting that the language could be revisited later. Board Member Foreman agreed as long as the Board’s liaison would be added to the Board Committee Assignment list for discussion during the Board’s Reorganization Meeting. Vice-Chair Messenger requested that the Board’s legal firm review the Charter in its entirety to ensure that it is legally defensible. She requested the first paragraph to be removed under “Information Technology Cybersecurity” and that the legal firm review the language in the first section of the Charter under “Mission”. Mr. Dye stated that he would review the language as requested and confirmed that the Board desired the Auditor Selection Committee section to be included in the Audit Committee Charter. V) PUBLIC COMMENTS Minutes: Public Comment as follows: 1.Norman Nelson VI) ADJOURNMENT Minutes: Vice-Chair Messenger adjourned the Workshop at 12:51 PM. ______________________________ ______________________________ Cynthia Saunders, Ex Officio Secretary Rev. James T. Golden and Superintendent of Schools Chairman NOTICE Any person who desires to appeal any decision made by the School Board with respect to any matter considered at the above-mentioned meeting will need a record of the proceedings, and for such purpose may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which an appeal may be based. School Board meetings are held in accessible locations. Auxiliary aids will be provided, upon written request received at least 48 hours prior to the meeting, to participants with disabilities.

I. CALL TO ORDER II. EXEMPT SHADE MEETING 1. Exempt Shade Meeting III. WORKSHOP 1. Update on Impact Fee Study IV. WORKSHOP 1. Audit Committee Report to the Board 2. Discussion of Auditor Selection Committee and Proposed Charter 3. Discussion of Proposed Revisions to the Audit Committee Charter V. PUBLIC COMMENTS Public comment is not an open forum to discuss matters unrelated to education, to support or oppose candidates for public office, or to engage in commercial speech attempting to sell a service or product to the School Board or public. Also, public comment is not a forum to attack individual school system employees or Board Members. Any such complaints should be submitted in writing to the Superintendent for appropriate handling. Finally, this is not a forum for addressing issues involving individual students. Because of privacy concerns, such issues should be submitted in writing to the Superintendent for appropriate handling. Each speaker is allowed three minutes to address the Board. Speakers must stand at the podium and not approach the dais. This is a business meeting of the School Board and the public expects that we conduct it in an orderly, efficient, effective and dignified manner. We request that speakers keep this in mind when making your comments. We also request that the audience keep that in mind and not demonstrate approval or disapproval of what a speaker has said by clapping or booing. The Board appreciates the public's input and will listen attentively, consider each comment, and usually will not respond, enter into debate, or answer questions during comments on agenda items or during the public comments section. Agenda School Board Exempt Shade Meeting and Workshop October 13, 2022 School Board of Manatee County Workshop - 9:00 AM Walter Miller School Support Center Board Room Times Indicated are Approximate BREAK - 30 MINUTES 1

PUBLIC INPUT INSTRUCTIONS: 1. Before you begin speaking, please provide any handouts to the Agency Clerk. 2. Please identify yourself only by your full name for the record. 3. You have no more than three minutes to speak. Please stop speaking when the bell rings. 4. Florida Law requires all citizens to conduct themselves in an orderly fashion at public meetings. 5 . WARNING: Any individual who interferes with the expeditious or orderly process of a School Board meeting, will be subject to removal from the meeting pursuant to Section 1001.372(3) Florida Statutes at the discretion of the Chair. Orderly fashion is deemed as, at a minimum (1) no profanity (2) no vulgar language (3) no discourteous, disrespectful, or disparaging conduct. VI. ADJOURNMENT 2

AGENDA ITEM NO. II.1 School Board of Manatee County October 13, 2022 - Workshop Title Exempt Shade Meeting Executive Summary The School Board will hold an exempt Shade Meeting regarding safety and security. Information relating to the security or fire safety systems for any property owned by or leased to the state or any of its political subdivisions, and information relating to the security or fire safety systems for any privately owned or leased property which is in the possession of any agency as defined in s. 119.011(2), including all records, information, photographs, audio and visual presentations, schematic diagrams, surveys, recommendations, or consultations or portions thereof relating directly to or revealing such systems or information is confidential and exempt from s. 119.07 (1), and any portion of a meeting relating directly to or that would reveal such systems or information is exempt from s. 286.011. Therefore, pursuant to section 281.301, Florida Statutes the Shade Meeting is closed to the public. Following the exempt Shade Meeting, the School Board will reconvene in public to close the Shade Meeting and continue with the Workshop. Contact Submitting Department: Safety & Security Initiated By: Paul Damico 3

AGENDA ITEM NO. III.1 School Board of Manatee County October 13, 2022 - Workshop Title Update on Impact Fee Study Executive Summary Mr. Mike Pendley, Executive Planner, Department of Construction Services, and a representative with TischlerBise will provide an update on the latest Impact Fee Study. Contact Submitting Department: Construction Services Initiated By: William Horton 4

AGENDA ITEM NO. IV.1 School Board of Manatee County October 13, 2022 - Workshop Title Audit Committee Report to the Board Executive Summary Dr. Susan Agruso, Audit Committee Chair, will provide an update to the Board regarding recent Audit Committee Meetings. Contact Submitting Department: School Board Attachments: Report to the School Board 5

Audit Committee Report to the Manatee County School Board September 30, 2022 The Audit Committee met on September 7, 2022. Susan Agruso, James Daniel, Ginger Mentzer, and Bernard Wagner were in attendance. The Audit Committee currently has five members. 1. CRI Reports a) CRI presented the results of the Post Audit Review (PAR) of the Construction Operations Audit. Five of the six recommendation from the Audit have been completed. One recommendation – Key Performance Indicators - is in progress. In addition, the District is planning to have a Close Out Audit for any construction project over $4 million. The Audit Committee recommends that the School Board accept the Construction Operations Audit PAR with one open item. b) The Audit Committee monitors the District’s progress in addressing audit findings and recommendations using a spreadsheet called the Exception Tracker. Mr. Smith presented an updated Exception Tracker to the Committee. The Budget Audit was reported on February 7, 2022, and had one exception which has been completed. Other audits with open exceptions are shown in the table below. Audit Report Date Exceptions Completed In-Process Reason Home School Transfers 7/11/2019 6 1 Digitizing student records – expected completion in 2023 Payroll Overpayment Accrual 10/14/2019 5 1 Payroll Process Responsibilities – develop an interim plan with controls in place and future changes to ERP system Personnel 4/28/2021 0 6 CHRO position expected to be filled in September; action plans updated; progress has been made Position Control 4/25/2022 1 2 Developing written procedures and backup system Benefits 6/24/2022 1 1 Developing reconciliation process between vendor and district records; developing SOC Report review process c) There are 21 schools that had a principal and/or bookkeeper change for this school year. Mr. Smith is working with Mr. Bargeron to determine the most at-risk sites for CRI to conduct more in-depth Internal Accounts audits.1 6

d) CRI requested the Committee assign Liaisons for upcoming Internal Audits: Mr. Wagner – Procurement Audit Mr. Daniel – Sales Surtax Mr. Blitzko – Budget Audit Phase II Dr. Agruso – Internal Accounts 2. Audit Committee Update a) The Audit Committee currently has five members, two of whom are relatively new. We would like to ask Mr. Dye to attend one of our meetings in the near future to review the Sunshine Law to ensure we are all in compliance. b) We briefly reviewed the current AC Charter and AC Procedures for our new members. The Committee expressed concern with the meeting schedule that sets AC meetings on the first Wednesday in a month, especially in January and July. Ms. Mentzer is working with Mr. Bargeron and Mr. Moreno Hernandez to try to schedule those meetings later in the month. c) Ms. Foreman attended our meeting and discussed the changes to the AC Charter she has proposed to the Board regarding cybersecurity. The Committee made two suggestions for revisions to her first draft proposal. The Audit Committee recommends that the School Board accept the proposed changes to the AC Charter discussed regarding oversight of the cybersecurity function. d) A Safety and Security audit was included as part of the 2021-22 Audit Plan, which was approved by the School Board. This was the last audit completed by Mr. Grifel, the Board Staff Internal Auditor. He submitted his report in March 2022, but that report was not shared with the Audit Committee. As a result, there is no oversight of this audit. Clearly, we need to determine if the AC has a role in security audits and, if not, who will oversee them. e) The AC revisited the issue of virtual meetings and our concern that a quorum must be present on site. The Audit Committee recommends that the School Board include in its Legislative Priorities a change in law to allow Board committees to meet virtually without a quorum physically present at a meeting site. The next meeting of the Audit Committee is scheduled for November 2, 2022.2 7

AGENDA ITEM NO. IV.2 School Board of Manatee County October 13, 2022 - Workshop Title Discussion of Auditor Selection Committee and Proposed Charter Executive Summary During the September 13, 2022 Board Meeting, Board Member Kennedy made a request for the School Board Attorney to draft a Charter for the Auditor Selection Committee. Attached is a proposed new section drafted by School Board Attorney Stephen Dye that could be added to the Audit Committee Charter that creates an Auditor Selection Subcommittee. As the work of an Auditor Selection Committee is statutory and limited in scope, also attached is F.S. 218.391 regarding Auditor Selection Procedures. The Board will review the proposal from Board Attorney Dye and hold discussion. Contact Submitting Department: School Board Initiated By: Charlie Kennedy Attachments: F.S. 218.391 Auditor Selection Procedures DRAFT Auditor Selection Committee Section - S.Dye 8

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Auditor Selection Committee (1) Overview The Audit Committee shall have a special subcommittee known as the Auditor Selection Committee that’s purpose is to comply with the Auditor selection procedures required in Florida Statute 218.391, as same may be amended over time. The School Board through this subcommittee shall use the procedures herein when selecting an auditor to conduct the annual financial audit required in said Section 218.391. The Auditor Selection Committee must consist of at least two members of the Audit Committee and one member from the School Board, who shall serve as the chair of the committee. A district employee, a chief executive officer, or a chief financial officer may not serve as a member of the Auditor Selection Committee; however, an employee, a chief executive officer, or a chief financial officer of the school district may serve in an advisory capacity. The primary purpose of the Auditor Selection Committee is to assist the School Board in selecting an auditor to conduct the annual financial audit required in Section 218.39; however, the committee may serve other audit oversight purposes as determined by the School Board. The subcommittee is subject to all sunshine and public records laws and the public may not be excluded from the committee’s proceedings. (2) The Auditor Selection Committee shall: (a) Establish factors to use for the evaluation of audit services to be provided by a certified public accounting firm duly licensed under chapter 473 and qualified to conduct audits in accordance with government auditing standards as adopted by the Florida Board of Accountancy. Such factors shall include, but are not limited to, ability of personnel, experience, ability to furnish the required services, and such other factors as may be determined by the committee to be applicable to its particular requirements. (b) Publicly announce requests for proposals. Public announcements must include, at a minimum, a brief description of the audit and indicate how interested firms can apply for consideration. (c) Provide interested firms with a request for proposal. The request for proposal shall include information on how proposals are to be evaluated and such other information the committee determines is necessary for the firm to prepare a proposal. (d) Evaluate proposals provided by qualified firms. If compensation is one of the factors established pursuant to paragraph (a), it shall not be the sole or predominant factor used to evaluate proposals. (e) Rank and recommend in order of preference no fewer than three firms deemed to be the most highly qualified to perform the required services after considering the factors established pursuant to paragraph (a). If fewer than three firms respond to the request for proposal, the committee shall recommend such firms as it deems to be the most highly qualified. 11

(3) The School Board shall inquire of qualified firms as to the basis of compensation, select one of the firms recommended by the Auditor Selection Committee, and negotiate a contract, using one of the following methods: (a) If compensation is not one of the factors established pursuant to paragraph (2)(a) and not used to evaluate firms pursuant to paragraph (2)(e), the School Board shall negotiate a contract with the firm ranked first. If the School Board is unable to negotiate a satisfactory contract with that firm, negotiations with that firm shall be formally terminated, and the School Board shall then undertake negotiations with the second-ranked firm. Failing accord with the second-ranked firm, negotiations shall then be terminated with that firm and undertaken with the third-ranked firm. Negotiations with the other ranked firms shall be undertaken in the same manner. The School Board, in negotiating with firms, may reopen formal negotiations with any one of the three top-ranked firms, but it may not negotiate with more than one firm at a time. (b) If compensation is one of the factors established pursuant to paragraph (2)(a) and used in the evaluation of proposals pursuant to paragraph (2)(d), the School Board shall select the highest-ranked qualified firm or must document in its public records the reason for not selecting the highest-ranked qualified firm. (c) The School Board may select a firm recommended by the Auditor Selection Committee and negotiate a contract with one of the recommended firms using an appropriate alternative negotiation method for which compensation is not the sole or predominant factor used to select the firm. (d) In negotiations with firms under this section, the School Board may allow a designee to conduct negotiations on its behalf. (4) The method used by the School Board to select a firm recommended by the Auditor Selection Committee and negotiate a contract with such firm must ensure that the agreed-upon compensation is reasonable to satisfy the requirements of s. 218.39 and the needs of the School Board. (5) If the School Board is unable to negotiate a satisfactory contract with any of the recommended firms, the committee shall recommend additional firms, and negotiations shall continue in accordance with this section until an agreement is reached. (6) Every procurement of audit services shall be evidenced by a written contract embodying all provisions and conditions of the procurement of such services. For purposes of this section, an engagement letter signed and executed by both parties shall constitute a written contract. The written contract shall, at a minimum, include the following: (a) A provision specifying the services to be provided and fees or other compensation for such services. (b) A provision requiring that invoices for fees or other compensation be submitted in sufficient detail to demonstrate compliance with the terms of the contract. (c) A provision specifying the contract period, including renewals, and conditions under which the contract may be terminated or renewed. 12

(7) Written contracts entered into pursuant to subsection (6) may be renewed. Such renewals may be done without the use of the auditor selection procedures provided in this section. Renewal of a contract shall be in writing. (8) If the School Board fails to select the auditor in accordance with the requirements of subsections (2)- (5), the Board must again perform the auditor selection process in accordance with these procedures to conduct audits for subsequent fiscal years. 13

AGENDA ITEM NO. IV.3 School Board of Manatee County October 13, 2022 - Workshop Title Discussion of Proposed Revisions to the Audit Committee Charter Executive Summary On February 11, 2014, the Board approved the Audit Committee Charter. The Charter describes the mission, composition of the committee, administrative matters, external audit services, and internal audit services. On June 28, 2016, the Board approved revisions to the Audit Committee Charter. The major changes included residency and qualifications of members, number and terms of members, and responsibilities for approving and monitoring external audit services. On May 11, 2021, the Board approved of additional revisions to the Audit Committee Charter as initiated by the Audit Committee and discussed during a Board Workshop on April 30, 2021. During the September 13, 2022 Board Meeting, the Board requested to discuss the Audit Committee Charter during a Board Workshop. Attached are the proposed revisions to the Audit Committee Charter requested by Board Member Mary Foreman. Contact Submitting Department: School Board Attachments: Proposed Revisions to AC Charter - Foreman 14

AUDIT COMMITTEE CHARTER School District of Manatee County, Florida Revised – May 11, 2021 September 13, 2022 MISSION The mission of the Audit Committee is to assist the Manatee County School Board ("School Board") in providing oversight of the internal and external audit functions (See Sales Surtax for additional mission). The Audit Committee will advise the School Board in the following areas: review the scope and plan of the external and internal audits and information technology and cybersecurity engagements; recommend the continuation of services of the internal and external auditors and information technology cybersecurity consultants; review corrective action plans and necessary improvements based on audit findings and recommendations received from internal and external auditors and information technology and cybersecurity consultants; and assist to maintain open communications between the selected auditors and consultants, the School Board and the District's financial management. The Audit Committee is not charged with any fiscal responsibilities of the School District and the School Board and the Superintendent retain the responsibility for the District's financial condition and for decision-making in all matters of policy and operation. The Audit Committee is not responsible for the outcome of internal and external audits. Additionally, the Audit Committee is not responsible for any consequences associated with fraudulent activities that may be uncovered during internal and external audits or in the course of other work completed. The Audit Committee members will not conduct "fieldwork" or other types of auditing, legal or accounting reviews or procedures. COMPOSITION OF COMMITTEE The Audit Committee members are volunteers who will be appointed by the School Board. The Audit Committee members must be independent and not employees of the Manatee County School District or employees of the appointed internal and external CPA firms or otherwise have a continuing conflict of interest with the School District. Committee members must be residents of Manatee County and be a CPA (active or retired) or had employment experience in school district financial operations The Committee will consist of seven (7) members. The terms of the members will coincide with the School District’s fiscal year ended June 30. All terms will be for three (3) years, and Committee members may be appointed to serve consecutive terms. Should a vacancy occur on the Committee, the School Board may appoint a replacement to fill the vacancy for the remainder of the vacant term. Anyone interested in filling a vacancy will be interviewed by the Chairperson of the Audit Committee and the School Board Liaison to the Audit Committee prior to being presented to the School Board for appointment. Committee members are subject to the Florida Sunshine Laws, and members will be required to attend an informative training session about the Florida Sunshine Laws within a reasonable time after their initial appointment to the Committee. Audit Committee members may be removed from the Audit Committee by the School Board for any of the following 15

reasons: resignation by the member; lack of attendance (miss 3 consecutive meetings without communication with the Audit Committee Chair); violation of the independence rules, Audit Committee Charter, and/or the Florida Sunshine Laws; or for any reason as determined by the School Board. ADMINISTRATIVE The Audit Committee will meet as the need arises, and will report to the School Board after each meeting. A majority of the Committee membership shall constitute a quorum. All decisions shall be made by a majority of a quorum present at a meeting. The Audit Committee will select the Chair and Vice Chair annually. The School Board will provide such administrative support as is necessary for the Audit Committee to perform its assigned tasks. Requests for information, outside of regularly scheduled audits, shall be approved by a majority of the Audit Committee. Once approved, the Chair of the Audit Committee shall communicate that request in writing to the Board Staff Internal Auditor (BSIA). The BSIA shall communicate that request to the School Board Liaison for approval. Committee members will be assigned a School District email account that must be used for all Committee mailings, and may not be used for personal mailings. The Audit Committee's meeting agendas and minutes of the meetings will be provided to the School District's Agency Clerk for posting on the School District's website. Audit Committee meetings will include time for Public Comment, and the Audit Committee will follow the public comment operating procedures established by the School Board for School Board meetings. Periodically, the Audit Committee will review the Audit Committee Charter and submit any recommended changes to the School Board for approval. EXTERNAL AUDIT SERVICES The Audit Committee will meet with the external auditors after interim fieldwork to discuss risk assessment, audit scope and any known potential reporting problems or issues. After the completion of the audit fieldwork, the Audit Committee will meet with the external auditors to discuss drafts of the audited financial statements, reports on internal control and compliance and management letter comments prior to presentation to the Board and issuance. The Audit Committee will report to the School Board on acceptance of the audit and related reports and review any corrective action plans developed by the District’s staff. The Audit Committee will evaluate the work of the external auditors and make a recommendation to the School Board to continue their services for the remainder of any contract term or to terminate their contract. The Audit Committee will review and make a recommendation on whether the School Board should approve any proposed non-audit services by the District's external auditor. 16

INTERNAL AUDIT SERVICES The internal audit function may include both in-house internal auditor(s) and a contracted internal audit firm. The Audit Committee will review the results of internal audit activities, reports and significant recommendations and findings as needed. The Audit Committee will report periodically to the School Board on such matters. The Audit Committee will review the long-range and annual internal audit plans to ensure that high risk areas and key control activities are periodically evaluated and tested. The Audit Committee may also make recommendations to the School Board for internal auditors to perform special studies or investigations based on identified risk assessments and areas needed for improvement. The Audit Committee will evaluate the work of the internal auditors (in-house internal auditors and contracted internal audit firm) and make a recommend

>> And called us back to order. It is 9.53 and we're going to go on to first topic of the morning and that is an update on the impact fee study and I have here. That's MISTER Rinaldi in MISTER Pendley. Come on down. >> Good morning. Haven't seen you in a couple Perfect opportunity. The here today to shore by says here with me today, they're the consulting firm we chose to conduct or school. In fact, the studies they've been before you. >> And to you on the path to study. So the reason we chose to shore Bice to do are in fact, the study is that they have conducted over 900's 900 impact fee studies throughout the United States. Many of those been done in the state of Florida. Studies were performed for municipalities or county governments as well school board. So they have a a broad Rome of experience and impact fees. And in addition to that, conducted all of our previous, in fact, the study so they're very familiar with with Manatee County. Currently our school board impact fees are based on. Type of dwelling unit regardless of size. Let me break that down to you and tell you what that means. So you've got a single-family house in 20,000 Square feet. A single family houses 3,000 Square feet. They're both assessed the same dollar amount, which happens to be $6,127 for regardless of size. The drone. At a previous workshop school board. They they expressed concern about how impact fees effect affordable housing. So we want to take a different approach and I've worked with with Carson, and Carson has taken our impact, the and and or impact the data and now converted. And got away from. Being assessed top of the unit to being size. So we're we're having a transition here. To radically. That change should address affordable housing is affordable housing units, especially new which is what we're focused on are going to be smaller just based on overall costs. This transition from fees based on. Type of unit regardless of size. 2 size, you regardless, tie also aligns with Manatee County's impact as they currently assess. Their impact fees based on size and they have they have Fort Bliss for tears right It's like 1010. The home into this. But like 1001 square feet, too. Now that's 1000 square feet. A 13, 0, 1, for example, when they go right on up to. The larger tears, what they really didn't have worked. The smaller tear sizes, which I think some of the sport's focus and Carson has worked to put those numbers together. I think he's got it all the from, you know, very, very small units, all with 2 of thousands of filled in that gap. The show how many students we generate. He will share that data with the county so that they can use it to develop their impact fees because they're currently going to the and want to recognize a smaller you as well. So at this time, I'd like to introduce Carson Bice to and who will walk you through the update on where we are with our study. Thank you. Thanks, Mike. My pleasure to appear before you once again we've we've met each other in the past got a slide show here for you. Ok? Mike started my job for me to tell you who we are and what we do. But we we do specialize in impact fees. And this is and Mike said, we haven't quite a bit in Florida and Dunmore school impact fees, in fact than any from the country. Believe it or not. There's only a few states. >> But even allow school impact fees in Florida is the main ones. So that MAY surprise some of you. I'm not a whole lot of time in this because we've we've we've had this workshop before, but impact fees or a one-time payment designed to offset new developments. A demand for infrastructure in this case, schools. We do have to meet 3 prongs of legal test, which is we have to show nexus, meaning that your school district growing that growth is going to generate the need for new students. We have to also have to show benefits and we should benefit the timing of the expenditures. We also show to geographic service areas it required. We don't need that in Manatee County because the school choice and then we also show that we have to meet what's called proportionality. And that's why the fees are done by type of residential unit. And now we're proposing that they go to size of of units. And as Mike you, one of the concerns that you all had in previous meetings was concerned about housing affordability. And so this movement to what we call a progressive. Residential fee structure certainly from from our perspective, helps with housing affordability. But it also helps with equity issues as well. And one of the other sort of enough, it says that it also improves of proportionality because as Mike said, you know, under your current one size fits all fee structure. You know, 5,000 square-foot unit MAY pay more first paying the same rate as is perhaps a unit. That's 1300 square feet. And in most communities we work within the United States. We certainly found that here in Manatee County as well. There is a relationship between the size of housing units and the number of people that live in at the number of school-age children. Also from other perspectives for like, for instance, with the county's transportation fee, you will find that there are more vehicles available, which also influence the trip generation rates for for for housing units as they increase in size. So when I stood before you last time, we had presented to you, I believe the U.S. To generation rates that we have calculated using the public use. Micra sample data. Published by the Census recall the home state. And so we were able to calculate this JUNE generation rates and then based on the feedback we got from the last meeting, it was decided that we would. Explore this progressive residential fee schedule and the data did bear out what everybody suspected, which was that the larger units to generate more school kits. And so what we did was we Geo coded student data provided by the school district. And first of let me ask you before we get too deep in this, how deep in the weeds do you want me to go on the student generation rates where you just want to know the bottom line number, because we can go both directions. I like Okay. As the accountant. >> Haha. >> ok, let's dive into the weeds. So so typically what we do is is this is hard for a lot of school districts to do, but we were able to get it from Manatee County and that is you need geo coded student data. If you want to drive local student generation rates or you have to actually go into the schools school census in order to get this data. We did have to code of student data and then were able to match that with county parcel data. Order to determined that the people generation rates now, whatever you do, any sort of people generation rate analysis, there are data limitations. And so the data limitations with this are there are some issues with matching students to certain addresses they're also what we call shared parcels and multifamily units and mobile home units typically found on sheared parcels. And so we're not able to reach. You'll see on the next table match 100% of the students with 100% of the housing units. But we did get a a a large enough sample that a sample size that that that statistically it is valid. Related to match and students. We were able to match 88% of the students to actual parcels we can up. We have the ability to massage this data in 2 different size thresholds to match and to be consistent with what the county ultimately lands on. Because as you know, the county collects a fee on behalf of the school. Board. And so we did make their job easier for and minutes straight of perspective. And it's let's get into the weeks. So. We're able as mentioned, match 88% of the students. And so the shows are the universe of our elementary middle and high school students and that students, including students living outside of the county. With any data set they're going to have data entry area errors. So there are some areas related to address in tree and then students living on or in units on the share. Parcels I mentioned cannot be verified by by our staff unless we actually drove to every single knocked on doors right? And so >> should do that. That we didn't have to. So we were able to match 35,500 87 students out of your your total of 40,645? And so we're able to then adjust these our sample size to match the actual enrollment, which is the same thing we have to do with pumps data. If you cause we use the pumps data from the census, we're getting a wrong number and that role number includes students who MAY be homeschooled kids that are that are going to private schools. So we didn't have to adjust those numbers to match your enrollment. So it's that same sort of recalibration, if you will. So you can see here on the let's look at the matched units. We were able to match 100% of the data for single-family units. We were able to match almost 99% of the data for the single-family attached or townhome as I mentioned earlier, the multifamily and the mobile because the shared parcels were harder to match. And so those are 83% and 56% respectively. But overall, we're able to match 87% of the students, which certainly a statistically valid sample. So then as I mentioned, we had to adjust raw data in order to calibrate the numbers to match your actual enrollment. So that's essentially is recalibrating for the missing 11,866 multifamily units and to hear on the next slide that our people generation raise our. Even though we've got midsize tiers. We can also company use the average size house in order to get a comparison between these 2 generation rates. We used in the previous impact fee study and those that we're proposing here. So on average, the elementary school student generation rate is is 0, 8, 6, now that is lower than what was used. The previous study, which was point 1, 1, 5, the middle school student generation rate. This 0, 0, 3, 8, It was 0, 4, 9, The previous study and the high school to generation rate didn't change much. It went down from 0, 6, 4, 2.0, 0, 6, 3, Now that isn't surprising. Most of the school districts that we have worked for in the last 2 or 3 years, seen their and their people generation rates decrease. I don't know if you kept up the news when the U.S. Census data was released in 2021. Of the findings was that we're at our low with lowest birth rate since the early 1900. So. By definition in most communities, the the household size is declining. And we're certainly seeing that the Manatee County. We're then able to take this data and we used linear regression analysis in order to determine what the students were ration generation rates are. So you can see here from from an elementary middle and high school level, there is square foot range of 500 square feet or less. And then we go up and 100 our different intervals look first to enter. Also 100 feet and they go up to 50 feats. But the bottom line here is we can go less than 500 were 3,000 Square feet are greater because 3,000 square feet is where the data starts to level off. And that's really the the factor that varies most jurisdiction to jurisdiction work in as is where that leveling off actor typically a rise in person per household. And then it levels off. And so that leveling off after is what is unique. And you can see here as the size of the home increases. So do the number of elementary middle school and high school students. And so the total student generation rate ranges from 0, 6, 6, for units, 500 square feet or less all the way up. 2.2, 7, 9, for the the larger units. So we also looked at projected utilization of your existing elementary and middle school high school comparison of your actual enrollment. 2 students stations. We projected that going forward. So you can see here at the elementary level at this point in time, the school district has 1800 or excuse me 8, 1818 new elementary students stations planned when you forecast enrollment, we see that at the end of 10 years that that utilization rate is at 89%. You're currently at 82%. And then at the bottom of this table, we show that if the school district were not to build these 1800 student stations, your overall utilization entry level be 96%. Same sort analysis for middle schools. There are 2600 and 95 student stations planned at this point in time. Your current utilization rate is 80% at the end of the 10 year term. We're projecting 74% and again, without these plans, student stations, your middle school utilization rate would be 94%. Thank you. Thank you for this, by the But the and I think it touched on this the beginning that because the school choice, we don't have to >> divide the some of the quadrants. >> Yeah, I don't. I'm not aware. I'm not saying that this there isn't the school district in Florida. That has service areas, but most do not because of school choice because you can go to school anywhere in the county. And the fact is you have capacity issues County wide. >> Yeah, I was just I looking at this and maybe think really are. And I know, you know, that are or issues around east in northeast County in the eastern part of the county. West Central County. Probably is not. Our issue is not our issue. I just want Not to get to that. But just that's what you thought about. How we confront that as a school district. We've got I don't call them dead, but we have the low growth areas of the county which MAY be dragging down our. The growth prospects for county as a whole. Make any sense somewhat >> but and might you can jump in and save me whenever you you is as we understand it, you your school construction is not limited to one area. >> So although it but I guess what I'm getting at is. It's it's limited to a very defined area. I believe. And that's what I'm trying to make a call from sergeant right. It's almost like we have 2 communities. You know, we have the community is growing in such a giant county but >> Yeah, I don't know if you remember, we did a study last time we actually mapped all your capacity. Needs and to just ahead off that argument. And did show indeed and all 3 school levels, capacity constraints throughout the county. So it a county wide service area and nothing's changed. That makes us think that you should be looking at zones. >> Up front of you, trust or expertise. >> Plus, you know, you've got role of redistricting. You've got school choice. All these different factors lead to. You determine whether you need to have service series typically of service areas like, for instance, and we just a few study in Lancaster County, South Carolina, where it really is a tale of 2 2 counties. There is the the Panhandle that is oriented toward Rock Hill in Charlotte. That's where the growth is going. Then you've got the rest of the county that make it 2 building permits year. So it does have a no-fee zone because you can't should benefit. You don't have a situation here. Yeah, ok, thank's. So we go sorry, with high school so that high school level, we're projecting 1200 additional students seats at this point in time. All right. And so your current use ation is 95% it's projected to be out in 3% in 10 years and without this, the 1200 plans student stations utilization would be 12% at the end of 10 years. These are the cost estimates we are using and as you can construction prices have risen it's very I we were taking a more approach with the study were not going to try to forecast what future construction costs are going to be because of inflation and other things because things have a way of evening out, so to speak. So what we've done is we have surveyed past and planned construction. Now, one thing to note is most of the planned construction, our additions versus you starting new brick and mortar schools from from soup to nuts, which includes gymnasium, space cafeteria space, etcetera, which does influence the cost per square foot. So our weighted average for elementary school is 333 square feet. Now that that is much higher than the figure that we used in the last impact fee study, which was $230, a square foot, the weighted average for middle school is 403. We used 267 and the last study weighted average for high schools. $365. A square foot compared to 3.17 and the last study. The land component also uses a conservative approach. We don't try to speculate on what the county or the school district MAY have to stand on an acre of land 2 or 3 or 4, 5 years out. We look at past purchases, land swaps, etcetera, and we don't inflate those 2 current dollars. We use whatever you paid in 2016 or 2019, whatever the year was. And so we get a way to cost based on certain sample of 4 recent purchases slashed land swaps. At 75,000, $487. That compares to a figure of 52,000 to 61 is what we used in the previous impact fee study. This table here, documents, the level of service for elementary schools, the the green shading shows level service standards in terms of square feet per student. The amount of land per student. We've also projected based on the Roman projections that in order to maintain current levels of you would have to build approximately 450,000 square feet of additional school facilities and purchase 70 acres of land that has a cost of about 150 million for the bricks and mortar at about 5.3 million for plant up 50 million 150 Million 1. >> The trend. The bottom great ball. >> So the way to think about this because these impact fees use what we call a consumption based approach, which is you're looking at your actual level of service in terms of, you know, amount of square feet per student station is. The school district MAY build. I just got to make up numbers The school district, they built 250 million of New Elementary School. It's just the impact fees are going to cover. Gross year, which 150 Million? Are generating students from existing households. You call that recycling rate. Middle schools. We did the same sort of analysis. The level service standards are shown in green. Again. It's 100 and 241 Square feet per student station and then 0, 2, 5 acres per student station. So over the next 10 go into the gray boxes. We project you have built 253 or the growth related demand is 200, almost 254,000 Square feet of new facilities and 45 acres of land that has a cost of 102 million for the facilities and 3.4 million for the land. And finally high over the next 10 years. 386,000 Square feet of additional facilities. 95 acres of land that has a cost of 141 million for facilities. And then 7.2 million for plant. There's also a bus component to the the impact fee. The bus costs going up from 107,220 1000 dollars of the units. And so we project you have to buy the growth related share of new buses will be 30 additional buses over 10 years at a cost. About 3.6 million. And then finally, you know, we don't have the draftees him out because or the draft fee amounts at this point, I can still working through the credits. And as you remember from previous meetings, one of the things we have to guard against with impact fees is new development pain twice once to the impact fee and then again through through streams of revenue, whether it's dedicated property tax, dedicated sales tax or existing and future debt service payments working through that at this moment. We're very close. But to summarize from U.S. Facility perspective, as you can imagine is, you know, we're now for 5 years on that. The school facility costs of all increase the elementary facility costs. These are cost per student not. The role cost of the the bricks and mortar is it's up to 2% for elementary. Middle schools are up. 46%. I schools are up 10%. From a land costs were up. 37% at the elementary level, 30% at the middle school level. 55% of the high school level. The bus cost is actually going up 10, 10% not earned this up. That's gone up 10% down 6%. That's a type of the gross capital costs will. That's when we at all of these factors together. The elementary is increasing 49% in terms of the cost per student middle schools up. 44% and high schools are up 11%. What that means is you can that the the gross impact fee. Then what you have now. But then again, we also have to just calculate credits to get that net impact now. But I would assume that they will increase slightly. I don't think they're going increase 100% or 50% or anything like that. I would expect an and we should have those numbers for you. I'm very shortly. And with that, I'm happy to answer. Yeah. That just to make sure that I know when you need to show that elementary schools, middle schools and high schools, a couple side that you just go back to the high school one. Sure. Yeah. The in that box where you have the growth related capital costs are high school to the next 10 years. The 141 Million. That's what would be generated from. Impact fees? >> No, not necessarily the case. We haven't. That's the gross costs. We've got that would. I got right, right? You're going to spend that money growth related past Rhodes also can contribute other revenue sources. Got you. And so the next steps, as I mentioned, finalized the credit analysis complete the draft report and then. There's also meetings that we will be having with development community to discuss the findings. I do have another question about the county and obviously we're trying to make it, you know, pretty darn close are the same. You know, with what the county is doing and should you feel like you feel like we have an idea? And I know MISTER Pena, you know, is on the same. You have have an idea that. We're kind of on the scene. Course, here. >> Yeah, I don't want to speak for the county, but we might have been briefed by them actually never representative here this morning. We've got got caught up to speed, but they're I think they're close as well. I think the timing is going to be quite similar. And as I mentioned earlier, you were going to coordinate with their consultant and on the size threshold. These are just the ones that we came up with. As part of our analysis, we have the ability to adjust the the the regression model fairly easy. So, for instance, if the county goes to tears that are, you know, every 300 square feet we can we can use that in lockstep with the with the county. >> To do have a draft number 4, what those levels could look like that this point. Yeah. Okay. I just. Here is about timing. We're anticipating. Are actually having. Impact fees come to the board for approval Mike answered that question. >> too. We're working with MISTER Barr's wrong right now, too. Understand what credits we need to apply because of. Again, you can't you can't double tax House new So. Once we get those presents and work with superintendent says she wants us to have the meetings with the development community first or to come back to the board and say here's will the fees could be. So I don't know which route she wants to go on that. But either way, we're going to do both those things. Just what steps next. I'm not sure. This time I can't can't tell you when it's going to be that we're very close to having done. I will work with superintendent to get you. You have to get that scheduled for workshop and the community meetings. >> Reasonable to think it's going to be the end of this calendar here or yes, Very MISTER Kennedy. >> I guess this question about that. Sure, either one of, you know the answer, but are we still are part of a statue to do this every 5 years. We have to have an updated study. Every fight. >> The statute says and Carson, correct me if I'm wrong. The statute says impact fee has been most current and localized data. And that's generally interpreted to us. I think somewhere in the 3 to 5 year period. >> So it doesn't actually say the statute actually doesn't prescribe how often the fee study has to be updated, but it Mike said it does have what's changed a few years ago to say reflect the recent localized data. There's also an amendment last year that limits the fee in