12-16-2004 Special Meeting
City Commission
Jeffrey M. Perlow, Mayor
Zev Auerbach
Jay R. Heskln
Ken Cohen
Bob Diamond
Manny Grossman
Harry Holzberg
A The City of
~ventura
0
City M~
Eric M. Soroka, ICMA-CM
Citv Cierk
Tere... M. Soroka, CMC
CitY Attol7I~Y
Weiss Serota Helfman Pastoriza
Gnedes Boniske & Cole
AGENDA
SPECIAL COMMISSION MEETING
DECEMBER 16, 2004 10 AM
Go"nm"o' Ceo'"
'9200W"'Co",'"yClobDri,,
A"o'=. Florido 33180
1.
CALL TO ORDERIROLL CALL
2.
A.
RESOLUTIONS:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO
EXECUTE AND OTHERWISE ENTER INTO THAT CERTAIN
CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF
AVENTURA AND BELL DAVID PLANNING GROUP, INc. FOR THE CITY
OF A VENTURA EV ALUA TION AND APPRAISAL REPORT: AUTHORIZING
THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT
THE AIMS OF THIS RESOLUTION: AND PROVIDING AN EFFECTIVE
DATE.
B.
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
A VENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO
EXECUTE AND OTHERWISE ENTER INTO THAT CERTAIN
ADMINISTRATIVE AND EDUCATIONAL SERVICES AGREEMENT
BETWEEN CHARTER SCHOOLS USA, INc., CHARTER SCHOOLS USA AT
AVENTURA, LC. AND THE CITY OF AVENTURA; AUTHORIZING THE
CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE
AIMS OF THIS RESOLUTION: AND PROVIDING AN EFFECTIVE DATE.
C.
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
A VENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO
EXECUTE AND OTHERWISE ENTER INTO THAT CERTAIN LEASE
AGREEMENT BETWEEN THE CITY OF AVENTURA AND U. S.
REPRESENTATIVE DEBBIE WASSERMAN SCHULTZ FOR OFFICE SPACE
IN THE CITY OF A VENTURA GOVERNMENT CENTER; AUTHORIZING
THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT
THE AIMS OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE
DATE.
3. ADJOURNMENT
This meeting is open to the public. In accordance with the Amencans with Disabilities Act of 1990. all persons who are disabled
and who need special accommodations to participate io this meeting because of that disability should cootact the Office of the City
Clerk, 305-466-8901, not later than two days prior to such pmceeding. One or more members of the City of Aventura Advisory
Boards may be in attendance. Anyone wishiog to appeal any decisioo made by the Aventura City Commission with respect to any
matter considered at such meeting or hearing will need a record of the pmceedings and, for such porpose, may need to ensure that a
verbatim record of the proceedings is made. which record includes the testimony and evidence upon which the appeal is to be
based. Agenda items may be viewed at the Omce of the City Clerk, City of Aventura Government Center, 19200 W. Country Club
Drive, Aventura, Florida, 33180. Anyone wishing to obtain a copy of any agenda item should contact the City Clerk at 305-466-
8901.
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
TO:
DATE:
er
FROM:
SUBJECT:
Resolution Authorizing Consult t Services Agreement With Bell
David Planning Group, Inc. for Evaluation and Appraisal Report
Comprehensive Plan Update
December 16, 2004 City Commission Meeting Agenda Item ,;1. It
RECOMMENDATION
It is recommended that the City Commission approve the attached Resolution
authorizing the execution of the Consultant Services Agreement with Bell David
Planning Group, Inc. for the preparation of the Evaluation and Appraisal Report
Comprehensive Plan Update.
This Agreement outlines the Scope of Service required to complete the task and
establishes a fee of $40,000. This amount was estimated and included in the Budget.
If you have any questions, please feel free to contact me.
EMS/act
Attachment
CCO1326-04
RESOLUTION NO. 2004--
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY
MANAGER TO EXECUTE AND OTHERWISE ENTER INTO
THAT CERTAIN CONSULTANT SERVICES AGREEMENT
BETWEEN THE CITY OF AVENTURA AND BELL DAVID
PLANNING GROUP, INC. FOR THE CITY OF AVENTURA
EVALUATION AND APPRAISAL REPORT; AUTHORIZING
THE CITY MANAGER TO DO ALL THINGS NECESSARY
TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND
PROVIDING AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1.
The City Manager is authorized to execute and otherwise enter into
that certain Consultant Services Agreement between the City of Aventura and Bell
David Planning Group, Inc., for the city of Aventura Evaluation and Appraisal Report.
Section 2.
The City Manager is authorized to do all things necessary to carry
out the aims of this Resolution.
Section 3.
This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner
, who
moved its adoption. The motion was seconded by Commissioner
, and
upon being put to a vote, the vote was as follows:
Commissioner lev Auerbach
Commissioner Jay R. Beskin
Commissioner Bob Diamond
Commissioner Manny Grossman
Commissioner Harry Holzberg
Vice Mayor Ken Cohen
Mayor Jeffrey M. Perlow
Resolution No. 2004--
Page 2
PASSED AND ADOPTED this 16th day of December, 2004.
JEFFREY M. PERLOW, MAYOR
ATTEST:
TERESA M. SOROKA, CMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
EMS/tms
CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF
AVENTURA AND BELL DAVID PLANNING GROUP, INC. FOR THE
CITY OF AVENTURA EVALUATION AND APPRAISAL REPORT
Agreement Number: A102704
As required by Chapter 163.3191, Florida Statutes (F.S.), each local government
in the State of Florida is required to adopt an Evaluation and Appraisal Report
(EAR) once every seven years to assess progress in implementing their
comprehensive plan. According to the established schedule, the City of
Aventura is required to submit its adopted EAR to the State by December 1,
2005.
This Agreement is entered into between the City of Aventura (City) and Bell
David Planning Group, Inc. (BDPG).
1. Engagement. The City engages BDPG to perform, and BDPG agrees to
use its best efforts to perform, the services specifically set forth in the Scope of
Services attached hereto, and incorporated herein by reference, as Exhibit "A".
Such services include the examination of the City's existing Comprehensive Plan
and the recommendation of amendments to such plan. Recommendations for
amending such plan will be included in the EAR.
2. Term: Good Faith. The term of the Agreement shall be for an initial term
of 14 months from the date of signing. If necessary, the parties may negotiate a
subsequent term. Both the City and BDPG acknowledge and commit to acting in
good faith with each other.
3. Compensation. In consideration of the services to be rendered by
BDPG during the term of this Agreement, BDPG shall receive a fee as set forth in
the Scope of Services as enumerated in Exhibit "A".
4. Termination. This Agreement shall be terminable by the City upon 30-day
notice to BDPG. BDPG shall be entitled to any fee earned hereunder prior to the
effective date of any termination, and payment of such fee shall be made within
30 days of being earned. BDPG shall have a right to terminate only if the City
fails to timely pay BDPG's fees.
5. Venue. Venue in any proceeding instituted under this Agreement
shall be Miami-Dade County, FI. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Florida.
6. Construction. The language of all parts of the Agreement will be construed
as a whole according to its fair meaning and not strictly for or against any party.
Each party has reviewed this Agreement with their respective counsel. Any rule
of construction to the effect that ambiguities are to be resolved against the
EARAgreementA 1 02704
11//09/04
drafting party shall not apply in the interpretation of this Agreement or any
amendments to it.
7. Severability. In the event a court of competent jurisdiction declares any
terms or provision of this Agreement to be invalid or unenforceable for any
reason, this Agreement will remain in full force and effect, and either: (a) the
invalid or unenforceable provision will be modified to the minimum extent
necessary to make it valid and enforceable; or (b) if such a modification is not
possible, this Agreement will be interpreted as if that invalid or unenforceable
provision were not a part of this Agreement.
8. Entire Agreement: Modification. This Agreement constitutes the entire
understanding of the parties and supercedes any and all prior discussions,
negotiations, agreements and understandings, whether oral or written, with
respect to its subject matter. This Agreement may be modified only by a written
instrument executed by the City and BDPG.
9. Sub-consultant. At no additional cost to the City, Bell David Planning
Group will utilize the services of The Corradino Group, as sub-consultant, as
necessary in order to fulfill this Agreement. None of the work or services in this
Agreement shall be further sub-contracted without the written consent of the City.
Agreement Submitted by:
Date:
\ \ \ \'J-\ 0 Lt
\ '
Agreed to by:
Name of Authorized Representative of the City of Aventura
Date:
Note: Signature by the City of Aventura signifies a notice to proceed under the
terms noted above. A facsimile signature shall have the same legally binding
effect as an original signature.
EARAgreementA102704
11//09/04
2
EXHIBIT "A"
Scope of Services
The following Scope of Services details the steps by which Bell David Planning
Group will assist the City in its development and adoption of the EAR. This
scope is based on the requirements specified in Chapter 163, F.S. and Rule
Chapter 9J-5, Florida Administrative Code (FA C.), and the collective experience
of Bell David Planning Group's principals.
TASK 1- ASSESSMENT OF MAJOR ISSUES AND
INVOLVEMENT
In order to ensure that the City of Aventura meets the required DCA submittal
date of December 1, 2005, BDPG proposes to begin the initial issue
identification/public involvement process during the NovemberlDecember 2004
period. All efforts associated with this task will be performed in support of the
identification of critical and major issues facing the City. These issues may range
anywhere from Quality-of-Life, including urban services, congestion and parks; to
development/redevelopment and community revitalization; environmental issues;
and housing.
PUBLIC
The BDPG Team will immediately meet with key City staff and officials to gather
input on major issues affecting the City. In addition, our team will conduct a
minimum of one public workshop. Other coordination efforts will include meetings
with elected officials, appointed officials, City staff, and other government
agencies.
The purpose of the public workshops(s) will be to discuss and receive public
input on the key local planning issues that will be addressed in the EAR. After
one or more public workshops have been held, the Team will conduct an
interagency scoping meeting (see Task 2) with adjacent local jurisdictions and
State, regional and County agencies to receive their input on the key issues that
have been identified, and to identify additional issues that should be addressed.
In addition, this meeting will serve as an opportunity to identify and collect the
data that needs to be received from these agencies in order to conduct the EAR.
Throughout the EAR process, the Team may coordinate with the following:
City Commission
Local Planning Agency
Advisory Boards
City Staff
School Board
Chambers of Commerce
Homeowners' Associations
Builders' Associations
Civic Groups
EARAgreementA 1 02704
1 J//09/04
3
Representatives of Adjacent Local Governments
Additional Agencies as Requested by City Staff
TASK 2- INTERAGENCY SCOPING MEETING
The Team considers interagency coordination as a critical component to the
success of the EAR process. Agencies that are part of the coordination effort
during this Task (and throughout the process) include: adjacent municipalities
such as Hallandale, North Miami Beach, Sunny Isles Beach and Golden Beach;
Miami-Dade County; Florida Department of Transportation; Miami-Dade County
Transit; South Florida Regional Planning Council; Department of Environmental
Protection; South Florida Water Management District; Miami-Dade County Public
Schools; and the Department of Community Affairs.
The results of Tasks 1 and 2 will be a compilation report that summarizes all
issues identified for further research and updating. This report will be submitted
to City staff for review and consideration during December 2004, and, following
that, the DCA in order to receive a Letter of Understanding. Any and/or all of the
issues identified in this task will be addressed in the EAR document (see Task 4).
Projected Cost Estimate for Tasks 1 and 2: $6,000
TASK 3- REVIEW AND EVALUATION OF THE 1998 PLAN
The purpose of this Task is to perform a comprehensive review on an element-
by-element basis of the Plan in order to identify any successes or shortcomings
in achieving the City's goals, objectives and policies. This analysis, and
associated recommendations, will be incorporated into the EAR document.
Projected Cost Estimate for Task 3: $15,000
TASK 4- DEVELOPMENT AND PREPARATION OF DRAFT EAR
The purpose of this Task is to develop and prepare, in coordination with City
staff, the draft Evaluation and Appraisal Report in accordance with Chapter 163,
F.S. The issues identified in Tasks 1, 2 and 3 will be: described; analyzed, and;
evaluated for potential social, economic, and environmental impacts. A series of
Comprehensive Plan amendments to address these issues will be
recommended. In addition, the draft EAR will include:
Description of the process used to ensure public participation
Updated population estimates
Changes in Land Area
Vacant land for future development
Demands of growth on infrastructure
Location of development
EARAgreementAI 02704
1 J//09/04
4
Coordination of any future school locations, and an evaluation of
successes and shortcomings in coordinating residential development and
public school capacity
List of changes needed in the comprehensive plan due to changes in state
law, regional plans and/or administrative rules
Other issues as may be required by City staff
Tasks 3 and 4 will take place during the January/June 2005 period with the end
product being the first draft of the EAR. This draft will be submitted to the City for
review. Any comments or suggestions received from City staff will be addressed
prior to proceeding to Task 5.
Projected Cost Estimate for Task 4: $15,000
TASK 5- PUBLIC HEARING ON PROPOSED EAR
The purpose of this Task is to ensure that the public and all concerned
stakeholders have an opportunity to review and comment on the draft EAR. Any
and/or all comments received during this phase will be addressed as part of this
Task which will take place during July 2005.
TASK 6- TRANSMITTAL OF DRAFT EAR TO DCA
The purpose of this Task, which will take place during September 2005, is to
submit the EAR draft to DCA in order to obtain any possible comments in
advance of required adoption and submittal dates.
Projected Cost Estimate for Tasks 5 and 6: $2,000
TASK 7- RESPONSE TO OBJECTIONS, RECOMMENDATIONS, AND
COMMENTS.
All objections, recommendations and comments will be reviewed and the draft
EAR will be revised accordingly (Task 8) during October 2005.
TASK 8- REVISE PROPOSED EAR
The purpose of this task is to revise the EAR according to comments received.
These changes will be incorporated within the EAR document and submitted to
City staff for review and approval (October 2005).
Projected Cost Estimate for Tasks 7 and 8: $2,000
TASK 9- PUBLIC HEARING TO ADOPT PROPOSED EAR
Final hearing for adoption of Evaluation and Appraisal Report will take place
during November 2005.
TASK 10- TRANSMITTAL OF PROPOSED EAR TO DCA
This Task will take place prior to December 1, 2005.
EARAgreementA 1 02704
11/109/04
5
Total Cost of Agreement - $40,000.001.
Billing will occur monthly on a documented percent of task completed
basis.
Additionally, any studies requested by the City above and beyond the
Scope, as described herein, will be negotiated separately.
1 Note: The proposed cost includes all costs and expenses to be incurred by Bell David
Planning Group in completing the EAR for the City of Aventura, with the exception of out
of Miami-Dade, Broward and Palm Beach County travel costs, oenfeRlRS8 fees, equipment
rental fees, and printing costs, if any.
EARAgreementA102704
111109104
6
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
DATE:
City Commission ~~
Eric M. Soroka, City er
December 6, 2004
Resolution Authorizing Execution of Amended Administrative and
Educational Services Agreement for the Aventura City of Excellence
School
TO:
FROM:
SUBJECT:
December 16,2004 City Commission Meeting Agenda ItemJß....
RECOMMENDATION
It is recommended that the City Commission authorize the execution of the Amended
Administrative and Educational Services Agreement for the Aventura City of Excellence
School between the City and Charter Schools USA, Inc.
BACKGROUND
On July 1, 2003, a Management Agreement between Charter Schools USA, Inc.
(CSUSA) and the City to operate the charter school became effective. Since that time,
both parties agree that it is in our best interest to amend the Agreement to incorporate
the requirements of the First Amendment to the School Charter, add the middle school
component and align CSUSA's responsibilities in connection with the Charter School to
reflect those it currently performs.
Based on the actual operation and management of the school by the City, the
Agreement is more accurately titled Administrative and Educational Services.
A number of functions or components previously outlined in the prior Agreement as
services to be performed by CSUSA have been performed by the City of Aventura
either through the school administration, City Manager's Office or other City
departments. It was determined that it was either more efficient or cost effective for the
City to perform these services based on the fact existing internal service functions were
already in place or certain members of school and City staff assumed additional
responsibilities. The City functions are as follows:
. Extracurricular program/activities
. Transportation
. Preparation of annual budget and audit
Memo to City Commission
Page 2
. Fundraising activities
. Accounting and financial reporting and oversight
. Facilities management
. Payroll and human resources activities for City employees
. Administer standard tests/assessments to students
. Parent activities and school advisory board
. Coordination with the school board
CSUSA has performed the following functions since the opening of the school:
. Education Management - Curriculum, Accountability, Testing and Sustainable
Performance, School Improvement Plan and Annual Report
. Administrative Services - Contract Administration, Cafeteria Management and
Food Service, Student Recruitment, Registration and Enrollment, Records
Retention and Grants
. Human Resources Management - Administrator and Teacher Evaluation and
Assessment; Staff Recruitment, Training and Professional Development;
Personnel Administration, Teacher Evaluation, Employee Benefits, and Payroll
Administration
. Technology Management
The amended agreement realigns the parties' responsibilities as outlined above. In light
of the realignment, the fee structure include in the amended agreement has been
substantially revised as follows:
Current Agreement
Proposed Agreement
7/1/04 to
12/31/04
Base Fee-11%
Incentive Fee - 2%
11%*
01/01/05 to
6/30/05
Base Fee-11%
Incentive Fee - 2%
g%
7/01/05 to
6/30/06
Base Fee -11%
Incentive Fee - 3%
7%
7/01/06 and
thereafter
Base Fee -10%
Incentive Fee - 3%
6%
*CSUSA previously agreed to reduce the fee to 11 % during the re-negotiation of the
Agreement.
Memo to City Commission
Page 3
Each 1 % reduction in fees represents $31,000 additional in funding for the school. The
amended agreement is estimated to save the school $600,000 during the next three
year period.
This year's cost savings will be used be fund capital projects and equipment at the
school and expand the Media Center collection.
In light of the cost savings and the concern to provide stability to the teachers and staff
it was agreed to extend the termination date from 2008 to 2013 and to increase the
notice provision for termination from 6 months to 1 year.
All the other major requirements of the agreement remain unchanged.
The Agreement has been reviewed by the City Attorney's office and Kathi Wilbur of
Creative Land Development Services.
I want to take this opportunity to commend CSUSA for their ongoing concern for the
school and willingness to renegotiate the Agreement in light of changed circumstances.
In addition, I want to thank Kathi Wilbur for her valuable assistance in the preparation of
the document.
If you have any questions, please feel free to contact me.
EMS/aca
Attachment
CCO1324-04
RESOLUTION NO. 2004--
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY
MANAGER TO EXECUTE AND OTHERWISE ENTER INTO
THAT CERTAIN ADMINISTRATIVE AND EDUCATIONAL
SERVICES AGREEMENT BETWEEN CHARTER
SCHOOLS USA, INC., CHARTER SCHOOLS USA AT
AVENTURA, LC. AND THE CITY OF AVENTURA;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS
RESOLUTION; AND PROVIDING AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1.
The City Manager is authorized to execute and otherwise enter into
that certain Administrative and Educational Services Agreement between Charter
Schools USA, Inc., Charter Schools USA at Aventura, L.C., and the City of Aventura
attached hereto.
Section 2.
The City Manager is authorized to do all things necessary to carry
out the aims of this Resolution.
This Resolution shall become effective immediately upon its
Section 3.
adoption.
The foregoing Resolution was offered by Commissioner
, who
moved its adoption. The motion was seconded by Commissioner
, and
upon being put to a vote, the vote was as follows:
Commissioner lev Auerbach
Commissioner Jay R. Beskin
Commissioner Bob Diamond
Commissioner Manny Grossman
Commissioner Harry Holzberg
Vice Mayor Ken Cohen
Mayor Jeffrey M. Perlow
Resolution No. 2004--
Page 2
PASSED AND ADOPTED this 16th day of December, 2004.
JEFFREY M. PERLOW, MAYOR
ATTEST:
TERESA M. SOROKA, CMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
EMS/tms
I MANAGEMENTADMINISTRATIVE AND EDUCATIONAL
SERVICES AGREEMENT
among
CHARTER SCHOOLS USA, INC.,
and
CHARTER SCHOOLS USA AT AVENTURA, LC.,
and
CITY OF AVENTURA
for the
I AVENTURA CITY OF EXCELLENCE CHARTER ElEMENTJ\RY SCHOOL
1.
2.
3.
4.
5.
6.
7.
8.
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10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
\27.
28.
29.
30.
31.
I 32.
33.
34.
35.
136.
37.
38.
TABLE OF CONTENTS
Recitals
Definitions
Term
Charter School
Services to be provided by CSUSA
Responsibilities of the City
Cooperation
Additional Mutual Obligations
Charter Schools Funding Resources
Management and Incentive Fees
Insurance
Indemnification
Default
Termination of this Agreement
Transfer of Functions Upon Termination
Entire Agreement
Assignments
Further Assurances
Relationship of Parties
Interpretations
Time of the Essence
Binding Effect
Notices
Headings
Severability
Waivers
Outside Business
Third Parties
Jurisdiction and Venue
Enforcement Costs
Remedies Cumulative
Contracts and Subcontracts
Counterparts
Governing Law
Proprietary Information
Sale or Transfer of interest in CSUSA
Additional Audits
Police/Regulatory Powers
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I
I THIS MANAGEMENTADMINISTRATIVE AND EDUCATIONAL SERVICES
AGREEMENT (the "Agreement") is made and entered into as of the - day of
I , 2001,2, by and among CHARTER SCHOOLS USA, INC., a Delaware
corporation; CHARTER SCHOOLS USA AT AVENTURA, loC., a Florida limited liability
company (collectively "CSUSA"); and CITY OF AVENTURA ("CITY"), a Florida municipal
corporation.
MANAGEMENT ADMINISTRATIVE AND EDUCATIONAL SERVICES AGREEMENT
FOR THE AVENTURA
CITY OF EXCELLENCE ELEMENTARY CHARTER SCHOOL
WITNESSETH:
WHEREAS. there are no Miami-Dade Countv Public (MDCPS) schools within the
CITY'S municipal boundaries. MDCPS has indicated that the MDCPS schools that serve
the CITY have been and continue to be overcrowded. and there is insufficient school
capacity to accommodate the impacts of new residential development; and
WHEREAS, the CITY. in response to the arowth in its school aae population.
includina that arowth specificallv resultina from the development of new residential
dwellinas, issued RFP #01-06-01-2 to design, build, operate and maintain a Charter
Elementary School for the City of Aventura at the site currently knowA as the Tempest
PafGeI-, at 3333 N. E. 188th Street, Aventura, Florida hereinafter referred to as the
"Elementary Site"; and
WHEREAS, after extensive review of ti:le slJDmittal DY City staff, stoff recommended
that CSUSA in association with Charter Schoolhouse Developers, Inc., De selected to
design, builel, operate and maintain a Charter Elementary School for ti:le City of I\ventura;
hereinafter referred to as "Charter School"; and
WHEREAS, CSUSA has associated ...:ith Charter Schoolhouee Developers, Inc.
(hereinafter referred to as "D¡;;:VELOPER"), for the design, construction and development
of the Charter School Site and Facility, hereinafter referred to as "Facility"; and
WHEREAS, at the July 3, 2001, City Commission meeting, the Commission
approved a Resolution selecting the firm of CSUSA in association with Charter
Schoolhouse Developers. Inc. (hereinafter referred to as the :DEVELOPER), to design,
build, operate and maintain a Charter Elementary School forthe CITY~ and alJthorized the
City Manager to negotiate the terms and feee and finalize agreements necessary to
iA'1 3leA'1ent said ResollJtion; and
WHEREAS, the CITY entered into the Julv 2.2002 Manaaement Aareementfor the
Aventura Charter Elementary School (hereinafter referred to as "Elementary Aareement")
11/8/04
2
to oraanize. manaae. staff, operate and maintain the Charter Elementarv School that
opened for the 2003-2004 school vear' and
WHEREAS, the CITY, havina created and built new elementary student stations in
response to the qrowth resultina from the development of new residential dwellinas,
thereby providina educational choice to its residents and assistina MDCPS in alleviatinq its
qrowina school capacitv needs, now wishes to further preserve the quality of life for its
residents bv the creation of a middle school component to the Charter Elementarv School
that will provide additional public school capacitv to mitiaate the impact of new residential
development: and
WHEREAS. the CITY issued RFP #03-12-12-2 to desian and build a middle school
wino addition to the Charter Elementarv School: the City Commission, at its Februarv 3,
2004 meetina. approved a Resolution selectina the DEVELOPER to desian and build the
middle school wino addition: and the CITY has entered into the DEVELOPMENT
AGREEMENT between CHARTER SCHOOLHOUSE DEVELOPERS, INC. and THE CITY
OF AVENTURA FOR DESIGN AND BUILD MIDDLE SCHOOL WING ADDITION TO
CHARTER SCHOOL: and
WHEREAS, the CITY and The School Board of Miami-Dade Countv. Florida
(hereinafter referred to as "Charterina Entity") entered into a Charter School Contract that
was approved bv the Charterina Entitv on April 17, 2002 for the Charter Elementarv School
(hereinafter referred to as the "Charter",) and have entered into the FIRST AMENDMENT
TO THE CHARTER SCHOOL CONTRACT approved bvthe Charterina Entitv on Julv 14,
2004 (hereinafter referred to as the "First Amendment") to provide for the addition of a
middle school component. permit the Charter School to serve UP to gOO students in qrades
Kinderqarten throuah 8, and reflect chanaes in state law or as otherwise desired bv the
CITY and the Charterina Entitv: and
WHiRiJl.S, the CITY has entered into the DEVELOPMENT I\GREEMENT FOR
THE DESIGN AND CONSTRUCTION OF THE .'\'.'EÞJTURJ\ ELEMENTARY CHl\RH~R
SCHOOL FACILITY betv.'€en CHARTER SCHOOLHOUSE DEVELOPERS, INC. and THE
CITY OF AVENTUM For /\VENTUR^. CHARTER ELEMENTARY SCHOOL (hereinafter
referred to as "De\'elapment J\greement"), and the PL/\NNING ^GREEMENT among
CH^RTER SCHOOLS USA, INC., and CH.^.RTER SCHOOLS US^/\T N/ENTUR'\, L.C.,
and CITY OF .'\VENTUR'\ for the /\'IENTUR.'\ CH/\RTER ELEMENT/\RY SCHOOL
(hereinafter r-eferr.ed to as "Planning Agreement") to assist in the acquisition of the Charter
and to plan, design and develop the Charter School; and
WHEREAS, it is in the best interests of the CITY to amend the enter into a
Management Elementarv Agreement (hereinafter referreEl to as "^greement") with CSUSA,
to incorporate the requirements of the Charter and First Amendment (hereinafter referred
to as the "Charter, as amended"), add the middle school component and alian CSUSA's
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3
I responsibilities to de'..elef3, organize, manage, staff, operate aAd maintain in connection
with the Charter School to reflect those it currentlv performs (hereinafter referred to as
"AQreement"): upon the terR'lination of the Planning /\greeR'lent; now, therefore,
IN CONSIDERATION of the mutual covenants and undertakings and other good
and valuable consideration the receipt and sufficiency of which is hereby acknowledged,
the parties do mutually covenant and agree as follows:
1. Recitals. The recitals set forth above are true and correct and are
incorporated herein by reference. All exhibits to this Agreement are hereby deemed to be
a part hereof.
2. Definitions. Wherever used in this Agreement, the following terms have
the meanings indicated which are applicable to both the singular and plural thereof:
2.1 Aareement - The written agreement between CITY and CSUSA
I covering the Services to be performed, including the Elementarv AQreement: the
AQreement: and the MaAa!ileR'lentAdministrative and Educational Services Agreement
Documents, as hereinafter defined, and that are attached to this Agreement or made a part
thereof.
2.2 CITY - The City of Aventura with whom CSUSA has entered into the
Agreement and for whom the Services are to be provided.
2.3 City Manaaer - The City Manager or his designee (hereinafter referred
to as " City Manager") of the City of Aventura, who has the authority on behalf of the CITY to
grant or deny approvals and perform the CITY's responsibilities required by this Agreement.
I 2.4 ManagementAdministrative and Educational Services Aareement
Documents - The ManagementAdministrative and Educational Services Agreement
Documents consist of the Certificate(s) of Insurance, all applicable provisions of State,
Federal, Chartering Entity or local laws, ordinances, regulations, rules or policies
(incorporated herein by reference), including the State Uniform Buildin!il Code for Public
Educational FacilitieE Construction and the State Requirements for Educational Facilities
(hereinafter reforreeJ to as "SREF"), as incorf3orated into the Florida Building Code, inclueJing
Chapter 12â; the RFP Response (as hereinafter defined), the Charter School Application for
the Charter School as approved by +!he School Board of Miami Dade COUAty, Florida
(hereiAafter referred to as "Chartering Entity~ on December 12, 2001 and as amended bv
the November 2003 submittal ofthe CITY addinQ the middle school component (hereinafter
referred to as "Charter Application"), applicable and/or survivinQ terms and conditions ofthe
Elementary AQreement and associated ManaQement AQreement Documents, the Charter
School Contract (hereinafter reforred to as "Charter") approveeJ by the Chartering Entity on
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4
l.'\priI17, 2002, the First Amendment. and any additional documents which are required to
be submitted under this Agreement, and all amendments, modifications and supplements
issued or to take effect on or after the Effective Date of the Agreement.
2.5 CSUSA - Where CSUSA is indicated as the responsible party to
perform an obligation pursuant to this Agreement, the parties acknowledge and agree that
Charter Schools USA, Inc. and Charter Schools USA at Aventura, LC. shall have joint and
several liability and responsibility to perform such obligation.
2.6 Effective Date of the Aareement. -
2.6.1 Thl§.e Aqreement shall become effective upon the date of
execution or, if no such date is indicated, the effective date shall be the date on which the
Aqreement is siqned and delivered by the last of the two parties to sian and deliver. This
Aqreement shall be applicable for all Services. as hereinafter defined, activities and
obliqations necessary to. required by. or associated with the Charter School for the 2004-
2005 school year and thereafter. date of this Agreement shall be July 1, 2004 J, proviaea
however, that this I'.!i reement chall not become effective:
2.6.2 The Elementarv Aareement shall be applicable for all Services
as defined in the Elementary Aqreement. activities and obliqations necessary to, required
bv. or associated with the Charter School and the Charter. as amended. until the Aqreement
becomes effective. and shall thereafter remain in effect for those obliqations and
requirements that survive the Elementary Aqreement.
..... <On';", ~r
. . 'J'
.. .. .. .. ,...
.'"
.'\greeR'lent Sections 15.1, 15.2.3, 15.2.5, or 15.2.6.
I 2.7 Services - Those activities that must be performed in connection with
to or!i anize, manage, stoff, operate and maintain the Charter School as set forth in this
Agreement.
2.8 RFP Response - The June 1,2001 submittal by Charter Schools USA,
Inc. in association with DEVELOPER in response to RFP #01-06-01-2 to design, build,
operate and maintain a Charter Elementary School for the City of Aventura, which is
hereinafter incorporated by reference, and as further represented or clarified by Charter
Schools USA, Inc. to the CITY during the selection process.
2.9 Written Amendment - A written amendment of the Agreement and/or
I the ManagementAdministrative and Educational Services Agreement Documents, signed
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5
by CITY and CSUSA to take effect on or after the Effective Date of the Agreement.
3. Term. The CITY agrees to contract with CSUSA, and CSUSA agrees to be
I contracted with, for the purpose of providing the Services in connection with, including the
organization, management, staffing, o :Jeration and maintenance of the Charter School in
accordance with the terms of this Agreement. The term of this Agreement shall commence
I as of the Effective Date of this Agreement and shall terminate on June 30, 2013W, unless
terminated earlier pursuant to the provisions of this Agreement, subject to any further
obligations (including payment obligations) of the parties that survive termination.
4. Charter School. The Charter School shall be a K-8 school comprised of
theaR elementary school that commencing opened for-ifl the 2003-2004 school year and
the middle school commencino for the 2005-2006 school vear. CSUSA shall perform its
responsibilities reoardino e 3efate the Charter School in accordance with the Charter. as
amended, and all applicable federal, state, local and Chartering Entity laws, ordinances,
rules and regulations.
5. Services To Be Provided Bv CSUSA. CSUSA's fees hereunder shall
I compensate it for the performance of the Services for the organization, management,
staffing, s :JeFGtion, administration, maintenance and mportin!:i sf the Charter ðchool.....ê.§
further specified herein. Any funds required or expenditures to be made by CSUSA in the
performance of these responsibilities shall be substantially in conformance with the
I ManagementAdministrative and Educational Services Agreement Documents and the
approved Charter School Annual Budget (as hereinafter defined). It is the specific ir.tent of
I the parties that the costs associated with CSUSA's management responsibilities (and
fees), shall not be shifted from CSUSA into the Charter School's operating budget.
Responsibilities of CSUSA shall include, but are not limited to, the following areas:
5.1
Education Management.
5.1.1 Curriculum, Accountability and Testing and Sustainable
Peñormance. CSUSA shall:
5.1.1.1 Plan, provide for the implementation of, and oversee a
City-approved curriculum for the Charter School that incorporates the performance-based
Florida Sunshine State Standards and complies with the ManagementAdministrative and
Educational Services Agreement Documents.
5.1.1.2 Provide for appropriate programs for Exceptional
Student Education (ESE) students and Limited English Proficient (LEP) students,
implemented in accordance with federal and state laws, local policies and procedures, and
I the Mana!:i ementAdministrative and Educational Services Agreement Documents.
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6
5.1.1.3 Ensure a viable assessment proqram for mappinq
student proqress and pProvide for the aAdministrationer of all5taf1GafG tests/assessments
to the students. excludinq state-required or Charterinq Entity standard tests/assessments
provided to the Charter School by or throuqh the Charterinq Entitv. that are required by or
associated with CSUSA's curriculum, educational proqrams. the School Improvement Plan.
the Annual Report. or other reportinq or evaluation requirements. CSUSA shall ensure that
the Charter School is supplied with all required or necessary test materials includinq. as
appropriate, test booklets. answer sheets. calculators. practice materials. materials for
spe:::ial populations (e.q.. larqe print. Braille), rulers, administration manuals, and
scorinq/norminq information. CSUSA shall provide for such law, Chartering Entity policy
and the Mana§ement Agreement Doouments. CSUSA shall ensure that students at the
Charter School participate in all assessment programs in which the Chartering Entity's
student!:: in ooR'lJ3arable grades/schools partieiJ3ate.5.1.1.4 J\dminister all required
tests/assessments to be administered in a timely fashion consistent with the publisher's
specifications or the requirements of the curriculum, educational proqrams. the School
Improvement Plan. the Annual Report, or other reportinq or evaluation requirements
State's and Chartering Entity's testing schedule and in conformance with state law and tHe
State's and Chartering Entity's appropriate policies and procedures related to test security
and test administration. as applicable. CSUSA shall ensure that tHe Charter School
personnel are provided with appropriate traininq on test securitv and test administration
policies and procedures. 's testing administrator attends all test aElR'linistration training
sessions provided BY the Chartering Entity and shall folle\'.' all Florida Department of
Eduoatien Testing Guidelines specified in tAe TestJ\dministration Manuals, as well as, the
Distriet Standards for Test I\dministration and Security.
I 5.1.1.~ Evaluate the Charter School's success in achieving the
objectives stated in the ManagementAdministrative and Educational Services Agreement
Documents and the School Improvement Plan on at least an annual basis.
5.1.1.~ Be responsible for the Charter School's compliance
with the requirements delineated in Florida State Board of Education Administrative Rule
6A-1.09981 , Implementation of F/orida's System of School Improvement and
Accountability, as may be amended from time to time.
I 5.1.1.~ Ensure that the Charter School's program is consistent
with the state education goals established by Florida Statute 1000.03(5)229.591 (3).
5.1.1.Z3 Make every reasonable effort to ensure that student
performance increases from year to year, assess the possible reasons for such
performance and take all reasonable steps to enable the students to continually progress
and improve their academic performance. CSUSA shall be required to meet or exceed all
I performance criteria as set forth in the ManagementAdministrative and Educational
Services Agreement Documents and perform to the satisfaction of the CITY, as herein
after defined in Section 5.27 of this Aqreement.
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7
5.1.2 Parent Activities.
5.1.2.1 At the request of the CITY.Through the Charter Sehool,
CSUS¡\ shall coordinate and oversee all organized parental involvement. In addition,
appropriate CSUSA staff shall attend meetinQs of the eGtablish and work with the approved
School Advisory Board or other ~ parent-teacher/community organization ta-Ðe
established for the purposes of to provide reports or information about furthering the goals
at the Charter School. In order to facilitate schedulinQ, the CITY will periodically provide
CSUSA with schedules of the anticipated meetinQ dates of such orQanizations. to the
extent available. as set forth in Section 6.1.2 of this AQreement. ~CSUS^ shall provide
ae:e:ie:tanoe in the ee:tablishment and coordination of parent, teacher and student
or§aAizations.
5.1.2.2. A Parent Survey substantially similar to that attached
as Exhibit "A" shall be conducted in the spring of each year.
5.1.3 ExtraGurriGular Proaram/AGti'/ities. On an annual basis and
after oone:ultation and ro',ie'A' with the CITY, CSUS^ shall determine the extracurricular
programs/activities that will be offered at the Charter School fer the subsequent school
year, and shall include any anticipated revenues and costs associated with such
extracurricular program/activitiee: in the Charter School ^nnual Budget. Said extraeurricular
programs/activities shall include, but are not limited to, before and after school
programs/activities at the Charter Sehool, unless otherwise determined by the CITY. The
feee: ohar.ged for e:uoh eJ¡tracurricular programs/activities shall be approved by the City
Manager and be customary and consistent with local practice and applieable law. Funde:
collected for such extracurricular programskwtivities (¡hall be segr-egated in a separate
Charter School account until CSUS^ provide(¡ the CITY with all necessary and appropriate
documentation su 3 3arting the funds collected and coe:te: incurred. Funds collected that ar-e
in eXÐess of the easts inÐurred for suÐh extraÐurriÐular programe:/aoti'/itie(¡ (¡hall be shared
equally between CSUSI'. and the Charter SÐhool.
5.1.4 Summer SGhool. ^fter consultation and review with the CITY
and in the e'/ent that the Chartering Entity agree(¡ to implement anEl fund a summer e:ohool
program at the Charter School, CSUSI'. shall coordinate, manage, (¡taft and operate the
(¡ummer 5chool program. CSUS/\ (¡hall prepare and e:ubmit to the CITY a Charter School
Summer Budget, that shall be reviewed anEl FAodified, as neoee:e:ary, by the City Manager
and be approved by the ¡"ventura City Commission in aooordanÐO with Section 5.ð.1.
Funds reÐeived for the summer e:ohool program shall not be included for the purposes of
calculating or determining the base Management Fee or Incentive Fees delineated in
Section 10. CSUSl\ shall be entitled to a separate Summer School Management Fee for
the performance of it(¡ summer sehool r-esponsibilitiee: in an amount equal to 8.5% of
summer e:Ðhool re'/enues. The Summer School Management Fee shall be subordinate to
the operating expene:es incurred by the Charter School for the e:ummer e:ohool program.
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8
I CSUS/\ shall implement, manage, staff ana oßerate any GIJR'lR'ler seR901 program in
accordanco with tho Managomont Agreement Documents.
5.2
Development and Operations Manaaement.
5.2.1 Public Relations. Any public relations performed by CSUSA for
the Charter School includinq, without limitation, community outreach, press releases and
media relations, GSUSA shall be coordinateg, cooperate and 'Nork with and approved by
the City Manager's Office~ as to all official public relations for the Charter School includin!' ,
'Nithout limitation, community outreach, press releases and media relations. All media
relations initiated by CSUSA, including press releases, shall require the prior written
approval of the City Manager. Press releases shall contain the name of the CITY and its
seal as designated by the City Manager. Where media contact to CSUSA is not initiated by
CSUSA, CSUSA shall notify the City Manager.
5.2.2 Contracted Services and Contract Administration.
5.2.2.1 Contract Administration. CSUSA shall
I coordinate, negotiate and administer those contracts for CSUSA Services necessary uses
or services to be performed or provided by third parties or tho CITY and which must be
entered into by the Charter School during the term of this Agreement to ensure the efficient
operation of the Charter School. Said contracts shall comply with the provisions of Section
32 of this Agreement and said contracts and services shall comply with all applicable
federal, State, local and Chartering Entity laws, ordinances, rules and regulations.
I 5.2.2.2 Cafeteria Manaaement and Food Service. ffi
accordance with the Management Agreement Documents, CSUSA shall be responsible for
contracting, in compliance with the provisions of Section 32 of this Agreement, with public
or private entities or individuals for the provision of food service and shall provide
management services for the Charter School's cafeteria which enables the Charter School
to comply with all applicable federal, state, local and Chartering Entity, laws, ordinances,
I rules, and regulations> and the Charter, as amended, regarding the provision of food
service to all students attending the Charter School. The costs associated with such
service shall be included in the approved Charter School Annual Budget and paid for from
I the Charter School Fund. The City shall serve as the fEood s§ervice Sponsor as defined
by the Florida Department of Education (DOE) for the purpose of filing an application with
the DOE to participate in the National School Lunch Program (NSLP). Once approved, the
I Food Service Sponsor shall ensure that all federal guidelines and procedures are followed
with regard to the administration of NSLP as outlined by the United States Department of
I Agriculture and DOE. The Food Service Sponsor shall appoint a designee to be
responsible for maintaining student applications and processing monthly reimbursements
through the DOE. CSUSA shall assist in the preparation of the NSLP application and
I distribution of student applications. CSUSA shall assist the Food Service Sponsor in the
collection of data to be provided in accordance with NSLP policy and procedure.
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9
5.2.2.3 Tr-aR6ÐortatioR. CSUS^ shall be rospom,iele for
contracting, in compliance with the pro'/isions of Section 32 of this !\greement, with public
or private entities or individuals for the pro'/ision of transportation, in accordance wit :¡ t :¡e
Management Agreement Documents. The costs associated with such services shall be
included in the aJ3l3rOvee Charter School ^RIll,Jal Bl,Je! et aRe J33id for from the Charter
School Fund.
5.2.3 Student Recruitment, Registration and Enrollment.
5.2.3.1 CSUSA shall conduct marketing, public relations and
recruitment efforts throughout the CITY in order to attract a sufficient pool of applicants to
achieve and maintain the targeted student population of the Charter School. Such efforts
will include informational meetings to inform interested parents of the mission of the
Charter School, the registration process and required contractual obligations.
5.2.3.2 CSUSA shall be responsible for conductinq the
enrollment and reqistration processes of the Charter School. includinq but not limited to
processinq of applications and conductinq anv lotteries, and shall ensure that the Charter
School's enrollment and registration processes are in compliance with Florida Statutes.
aM the ManagementAdministrative and Educational Services Agreement Documents, and
the Charter, as amended. As permitted by Florida Statute, CSUSA will give preference to
children of CITY residents.
5.2.4 Staff Recruitment. CSUSA shall conduct marketing, public
relations and recruitment efforts to target well-qualified and enthusiastic administrative
personnel, teachers and staff in order to attract and employ sufficient Charter School
personnel to maintain staffing and experience levels, class sizes and student/classroom
teacher ratios in accordance with the ManagementAdministrative and Educational Services
Agreement Documents. Notwithstandinq the requirements ofthis paraqraph, the CITY mav
conduct its own marketinq. public relations and recruitment efforts to attract personnel for
Charter School emplovment.
5.2.5 State, Local and School Board Compliance.
5.2.5.1 Coordination with the Chartering Entitv.
I GSYSA The CITY shall be responsible for coordinating any and all activities of the Charter
School with the requirements of the Chartering Entity and for complying with all reasonable
requests of the Chartering Entity regarding the Charter School. CSUSA shall be
responsible for providinq the CITY, in a timely manner. with anv and all information, data,
materials. documents. records. and submittals for or associated with the Services
performed bv CSUSA. that are requested by or necessary for the CITY to coordinate with
the requirements of or complv with all reasonable requests of the Charterinq Entitv.
11/8/04
10
5.2.5.2 ComDliance with ADDlicable Law. CSUSA
acknowledges that the CITY is entering into this Agreement based, in part, on CSUSA's
expertise in the business of developing, organizing, managing, staffing, operating and
maintaining charter schools in the State of Florida and with the Chartering Entity. CSUSA
I shall be responsible for ensuring that the Services performed by CSUSA comply, and shall
provide advice and assistance to the CITY to ensure the Charter School complies with all
applicable federal, state, local and Chartering Entity laws, ordinances, rules and
regulations. The CITY agrees to nego~iatc in ! eed faith with CSUS/\ and pay such
additional sums as are necessary to enable the Charter School to COR'lJ3ly with all
applicable federal, state, local and Chartering Entity laws, ordinances, rules and
regulations which are enacted subsequent to the Effective Date of this Agreement, I,JnleEs
however, the CITY elects to terminate this Agreement puFGuant to Section 14.
5.2.6 Annual Report and School Improvement Plan.
5.2.6.1 CSUSA shall prepare and submit an annual report to the
CITY by August 5th of each year. The annual report shall include the following sections:
(a) Section 1 shall be those components of the Annual Report
I required by Florida Law.-aOO the Charter. as amended. and shall include, but shall not be
limited to, pertinent financial reports; performance reports, including the Charter School's
progress toward achieving the goals outlined in the Charter; information required in the
I annual school report pursuant to Section 1008.345229.592(1), F.S.; financial records ofthe
Charter School, including revenues and expenditures; salary and benefit levels of the
Charter School's employees; recap of previous school year and plans and projections for
I the upcoming school year and shall be in accordance with the Charter, as amended. and
(b) Section 2 shall include, but shall not be limited to, the
I additional reports and information required by this Management Agreement, as may be
amended from time to time, including, but not limited to the documentation, information and
reports (including measurement methodology and assumptions), necessary to determine
the Charter School's compliance with the minimum performance criteria pursuant to
I Section 5.27 and CSUSA'E eligibility for Incentive FecE pursuant to ScGtion 10.2.
I
I
Upon approval of the Annl,Jal Report by the Aventura City CommiEEion, The CITYGSYSA
shall ensure that Section 1 is submitted to the Chartering Entity in a timely manner
consistent with the Charter. as amended.
5.2.6.2 Each year, CSUSA and the Charter School Principal
shall cooperatively develop a proposed School Improvement Plan. in compliance with the
requirements of the CharterinQ Entity. that will contain the measurable objectives that will
be pursued bv the Charter School durinQ that school year. The measurable obiectives
specified in the School Improvement Plan shall be substantiallv as indicated in the
11/8/04
11
ManaQementAdministrative and Educational Services AQreement Documents unless
otherwise authorized bv the CITY. CSUSA shall provide the Citv Manaqer with the
proposed School Improvement Plan at least one tAfee weeks prior to the due date
established by the Chartering Entity (currently th~Monday in SeptemberL CSUS^ shall
provide the City Manager with a School Improvement Plan, in aGGar~anGe wit :¡ the
Management .'\greement Documents, that will contain the measurable objectives that will
ee ~I, rsl, ed by the Charter School during that school year. The measumble objecti'Jes
specified in the School Improvement Plan shall be substantially as indicated in the
Management .^.greement Documents unless other.\'ise authorized by the CITY. The CITY
GðYSA shall ensure that the final School Improvement Plan is submitted to the Chartering
Entity in a timely manner consistent with the Charter. as amended. and shall provide a
copv to CSUSA.
5.2.7 Records Retention: Public Records.
I 5.2.7.1 CSUSA shall pro'lide, protect, preserve, transfer and
r:naintain both active and archi'Jal records for current/former students in accordance with
Florida Statutes and the provisians at the Charter.
5.2.7.12 CSUSA shall provide, protect, preserve, and maintain
all books, records and related documents of or affecting the Charter School. resultinQ from.
reQuired bv. relative to or associated with the Services performed bv CSUSA. that are not
proprietary to CSUSA (the "Public Records"), pursuant to the provisions of the Charter~
amended. and Chapter 119, F.S. as amended from time to time.
5.2.7.~3In the event of termination of this Agreement, CSUSA
shall, pursuant to Section 15, deliver any and all Public Records in its possession to the
CITY within thirty (30) calendar days of such termination.
5.2.8 Insurance. CSUSA shall obtain liability policies that provide for
educator professionalliabilitv insurance and auto liability. enGure that the Charter School
complies with all insurance requirements set forth in this .'\greer:nent, the Management
Agreement Documents and those reEll, iFC~ ey the Chartering Entity. The costs associated
with such insurance shall be included in the approved Charter School Annual Budget and
paid for from the Charter School Fund; provided, however, that CSUSA's corporate
insurance requirements as outlined in Section 11 of this Agreement herein, shall be
separate and distinct from the insurance requirements of the Charter School. CSUSA shall
obtain worker's compensation insurance for all CSUSA emplovees that are employed at
the Charter School. in compliance with the ManaQementAdministrative and Educational
Services AQreement Documents and all applicable federal. state. local and CharterinQ
Entitv laws. ordinances. rules and reQulations.
The liability policy to be obtained by CSUSA will provide liability coverage for all
I Services and programs at the Charter School~ provided, offered or held by CSUSA.
11/8/04
12
All insurance to be obtained by CSUSA will be with financially responsible insurance
I companies licensed to do business in the State of Florida with a rating of AAA or better; will
name as insureds CSUSA and CITY, as their respective interests may appear; and will
require written notice of any cancellation or change to be sent to CSUSA and CITY at least
thirty (30) days prior to cancellation termination or material change. Within five (5) days of
the Effective Date, CSUSA will deliver to the CITY copies of all insurance certificates and
policies required under this Agreement, along with receipts evidencing payment the
premiums for such insurance. CSUSA shall also provide the CITY with the foregoing
information relative to the renewal of any required insurance policy prior to the expiration of
any such policy. Each insurance policy required to be obtained by CSUSA under this
Agreement must also provide that the insurer waives all rights of subrogation which the
insurer might have against CITY. CSUSA acknowledges and agrees that the insurance
required by this Agreement and any proceeds paid in connection with any claim thereunder
shall in no way limit CSUSA's responsibilities and liabilities as set forth in this Agreement.
5.3
Financial Management.
5.3.1 Annual Budget. CSUSA shall assist the City Manaaer in the
preparatione...Qf and submit to the CITY a detailed annual budget (on a modified cash
~ (the "Charter School Annual Budget"). The Charter School Annual Budaet shall be
finalized by May 1 Oá-, of each year for presentation to the Citv Commission. The budgets
shall be substantially in accordance with the ManagementAdministrative and Educational
Services Agreement Documents and shall include, as appropriate, the total number of
student stations for the coming academic year, all capital purchase requests, lease
payments. debt repayments and/or cash loans required, operating revenues and operating
expenditures for the respective school year. The proposed Charter School Annual Budget
shall specifically include an amount to be reimbursed to the CITY for the cost of tile Site
that is no less than the amounts identified in the Management Agreement Doouments.
Further, the proposed Charter SohoolAnnual Budget shall maintain the amount of Total
Salaries and/or Total Salaries as a percent of Total Revenues substantially in aooordanoe
with the Management Agreement Doouments.
The Charter School Annual Budget shall be reviewed and modified, as neoessary, by the
City MaAa! er. Tile J3arties shall 'Nork cooperatively tegetiler on any and all budgetary
matters and issues prior to the submission of the proposed budget te tile Aventura City
Cemmissier1. Tile partieG agree that it is the intent of tilis provision that they jointly prepare
and submit a balanced budget and that any and all budgetary issues and matters be
resolved bet\\'een CSUS/\ and the City Manager prior to the /\ventura City Commission's
review and oonGideration of Game.
The final agreed propoGed Cilarter Sohool/\nnual Budget shall be
Gubmitted to the /\ventura City CommiGsion for approval no later tilan May 15 of each
year. CSUS,^. is responsible for and shall maintain a balanced financial budget at all times
during the term of this Agreement. CSUS/\The CITY shall ensure that the Charter School
11/8/04
13
Annual Budget is submitted to the Chartering Entity in a timely manner consistent with the
Charter.
csus/\ shall operate within its approved Charter School /\nnual Budget, as approved by
ti:le /VleAt , ra City Commission. Budget amendments shall be prooesseEl in accordance
'lith current CITY procedures in conjunction with the City Manager. The City Manager shall
have final a 3 3r9'lal to forward any budget amendments to the City Commission.
I 5.3.2 Fund Raising AGtMties. CSUS/\ shall be msponsible for fund
raising activities on behalf of the Charter Scheol, ¡juring the term of this ^greorflent, and
CSUS^ and the CITY shall coordinate and cooperate with such fun¡j raising efforts.
5.3.~3 Grants During the term of this Agreement, CSUSA shall
actively and aggressively pursue grants and other funding sources and resources subject
to the prior written approval of the City Manager for the application of same. For purposes
of this section "grants and other funding sources and resources" shall be defined as funds,
services or supplies procured by CSUSA other than FTE, PECO, or other County, State or
Federal funds that are normally associated with the operation and development of a
charter school. Notwithstanding the above, CSUSA shall be responsible for preparing not
less than two (2) grant applications per calendar year during the term of this Agreement.
Charter School staff shall not be required, as a responsibility of their school position or
durinq normal work hours, to prepare or assist in the preparation of CSUSA's qrant
applications unless authorized bv the City Manaqer. whose authorization shall not be
unreasonably withheld. The CITY and/or CSUSA, with mutual agreement, may apply for
and receive grant money in the name of the other party. The CITY and CSUSA shall
comply with each others reasonable requests for information necessary for the preparation
of qrant applications.
5.3.~4Accountina. Budaetina & Financial Reportina. CSUSAshall
perform all accounting, financial management, and reporting functions for the Charter
School required bv or associated with the Services to be performed by CSUSA. in
accordance with as requimd under the Charter. as amended.. and in accordance with
Generally /\eeepted Aooounting Prinoiples~ including, without limitation, appro'Jing and
paying all approved oosts of the Charter School, making deposits related to the Charter
School, recording amounts due to ti:le Charter School and rooordiA!i accounts payable.
CSUSA shall be responsible for ensuring that the Charter School's accounting records and
procedures clearly establish for each asset whether it 'Nas purchased with public funds
(other than CITY funds) or non 3ublio funds, so that only the appropriate assets will revert
to the ownership of the Chartering Entity in the event the Ci:larter is not rene'A'ed or is
terminated. CSUSA shall not commingle its corporate funds with the funds of the Charter
School. Upon request by the CITY. CSUSA shall prepare and submit to the CITY mootI=IIy
financial statements. information or reports relative to or associated withfeJ: the Services
performed bv CSUSA Charter School within twenty (20) days after the request is made.
end of the preceding month. Those monthly financial statements shall include a balance
11/8/04
14
sheet and a statement of revenues Lind expenditures and changes in fund balance
reflecting the Charter School's monthly and year to dûto activity for Both Budget and actual
aGtivity-,CSUSA shall ensure that quarterly financial statements, information, or reports
reQardinQ or associated with the Services to be performed by CSUSA that are necessary to
develop or complete the Charter School's Quarterly financial statements are submitted to
the CITY in a timelv manner to be incorporated in the overall Quarterlv financial statements
for submittal bv the CITY to the Chartering Entity in a timely manner Lind in accordance
with the Charter. as amended.
Upon request bv the City. CSUSA shall additionally prepare or provide ensure tho
prep¡:¡ration of an annual financial report. information, or alternate report, in a manner and
format as determined bv the City ManaQer. as of June 30tn of each year relative to or
associated with the Services to be performed bv CSUSA. Those reports shûll include a
complete sot of annual financial statements and notes thereto, prepared in accordance
with Gonerally "-ccopted ,\ccountiAg principles and as required by the Charter~
amended._CSUSA shall ensure that the ~ annual financial reports, information or
alternate reports statements ,are prepared in a timely manner . with such financial reports.
information or alternate reports needed for and shall provide the Unaudited Statements to
be provided to the City Manager no later than July 15th .'\ugust §tI\ of each year and the
financial reports. information or alternate reports needed for the Audited Statements to be
provided to the Citv ManaQer no later than September 1st of each year. Additionally, a
cumulative listing of tangible personal property, fixtures and improvements of a non
consumable nature purchased with public funds as defined in the Charter, shall be
submitted yearly with the annual audited financial statements. The annual financial reports,
information or alternate reports provided by CSUSA shall be incorporated into the Charter
School's overall annual financial reports and, 1Jgpon authorization of the City Manager for
the Unaudited Statements and authorization of the Aventura City Commission for the
I Audited Statements, the CITYGS\JSA shall ensure that the Unaudited and Audited
Statements are submitted to the Chartering Entity in a timely manner consistent with the
I Charter. as amended.
5.3.~ Audits. CSUSA shall accommodate all required audits of the
Charter School and shall provide information and ensure the availability of office space,
tele 3hane Lind copying equipment, and access to all school records and source documents
required by. relative to, or associated with the Services to be performed by CSUSA in a
timelv manner. The cast sf audits required by state Law and the Charter shall be included
in the approved Charter school Annual Budget and paid from the Chûrter School Fund.
CSUSA shall ensure that required audits are performed in acEJsrElanEJo with the Charter and
provided to the City Manager in a timely manner no later than September 181 of each year.
N the CITY's option, the required audits mûY be performed by the CITY's auditors,
provided that such audits are performed in aEJEJsFGance with the Charter and provided to the
City Manager in a timely manner no later than september 181 of each year. Upon
11/8/04
15
I authorizatiaR at the .^.venturG City Commissiall, CSUS^ shall ensure that the annual audit
i£ £ubmittoa to tho Chartoring Entity in a timoly mannor con£i£tont "lith tho Chartor.
5.3.& Monthl'l Progress Resorts CSUS^ (¡hall submit monthly
written reports, in a torR'] suBstantially as indicated in Exhibit "8", detailiR!i tAe 3r-o!i FOss and
achie'lement£ of tho Chartor School for the prior month to tho City Mana!i or. Tho£o
progress FCJ 3arts shall be tran£mitted \VitA the monthly financial statements.
5.4Fac:ilities Management.
5.4.1 Tile partios acknowled!i e that the CITY i£ currently con£truGting a
CaR']R']l,Inity Recreation Center (the "CeRter"), on property adjacent to the Site. Thi£ Center
will incluae a !i YR']nasium that will be available for use by tAe Cilarter School. It is the intent
of the parties to enter into a £eparate Shared Use I\greement that will £pocif¡ tho
røspoGtive rights and respon£ibilities af tho parties for the Charter School's u£e of the
Cantor and the CITY's use at tAD Facility.
5-.55.4 Human Resource Management.
5.!5.1 Pavroll Administration. CSUSA shall prepare, maintain,
administer, and report all payroll of CSUSA's employees hired to work at the Charter
School, including, without limitation, processing and issuing all checks, maintaining all
reports and payroll records and filing all necessary forms and returns, including worker's
compensation compliance, unemployment insurance compliance, withholding and social
security taxes and all tax and other forms relating to employment as may be required by
any federal, state or municipal authority during the term of this Agreement. All payroll and
other financial or operational records for the Charter School shall be segregated and
separated from all other CSUSA payroll records and shall be reported in a manner allowing
the payroll costs to be traced directly to the financial expenditures of the Charter School.
CSUSA shall deposit such payroll taxes as may be required by the Internal Revenue
Service for the payment of payroll taxes for the employees referenced herein. All penalties
incurred by reason of late filing, failure to file orfailure to pay shall be borne by CSUSA and
I shall be the sole obligation and responsibility of CSUSA. CSUSA shall be responsible for
submittinq to the City Manaqer reimbursement for CSUSA emplovees employed at the
Charter School in a form acceptable to both parties.
I 5.~.2 Personnel Administration. Employee Benefits. and
Personnel Policies and Procedures. Except as provided below. CSUSA shall recruit and
employ sufficient qualified full-time and part-time personnel to operate the Charter School
(as is necessary and appropriate during the Term of this Agreement), including without
¡limitation, administrators, teachers, clerical, cafeteria, and other staff to enable CSUS/\ to
epefate the Charter School to be operated in conformance with the
11/8/04
16
ManagementAdministrative and Educational Services Agreement Documents and the
Charter School budoet. CSUS,^. shall also recruit qualified personnel forthe Charter School
Principal, who shall be selected by mutual agreement bet\veen C8U8/\ and the City
Manager and shall be an employeo of the CITY. The CITY agrees, with the cooperation
and invol'iomont of C8U8^, to ostablish a job doscription, salarios and benefits for the
Charter School Principal. The parties agree that the Charter School Principal shall be
accountablo to CSUS/\ for the day to day operations ofthe Charter School and for carrying
out tho mission of tho Chartor School based on the ¡¡Dais and objectives as stated in the
Management ^greement Documents. C8US^ shall have the right, at aAY time, to make
recemmeAaatieAs to the City Manager regarding disciplinary matters, including possible
termination, of the Charter School Principal. Tho City Manager will consider such
recommendations of C8U8/\ and act in accordance 'Nith his responsibilities as City
Manager. CSUS/\ shall provide such other personnel as CSUS/\, in its sole judgment,
determines is necessary to properly operate the Charter School. CSUSA shall determine,
in its sole discretion, the benefits that will be provideg to such personnel and shall
administer the provision of such benefits. No disciplinary action shall be initiated by the
CITY aqainst any CSUSA employee assiqned to the Charter School without the prior
written approval of CSUSA. or as otherwise established in written CSUSA-approved
procedures. provided however that :¡:the City Manaqer shall have the riqht. at any time. to
make recommendations to CSUSA reqardinq disciplinary matters. includinq possible
termination, of the full-time and part-time personnel assiqned to the Charter School.
CSUSA will consider such recommendations of the City Manaqer and act in accordance
with their responsibilities. At the end of each school Year. the CITY shall have the riqht to
have any CSUSA employee not reassiqned to the Charter School for the subsequent
school year. and such non-renewal of assiqnment shall not be considered a disciplinary
action subiect to the approval of CSUSA. Any and all employment agreements shall
provide for the immediate assignability to the CITY, at its option, upon the expiration of the
term of this Agreement or in the event that this Agreement is terminated as provided
herein. In the event of such assignment, CSUSA and the CITY shall be responsible for
their respective duties under the terms of this Agreement until the date of assignment.
CSUSA shall indemnify the CITY for the acts and omissions of CSUSA occurring prior to
the date of assignment, and the CITY shall indemnify CSUSA for the acts and omissions of
the CITY following the occurrence of the date of assignment. CSUSA shall provide the
CITY with copies of all employment agreements to ensure they comply with the foregoing.
The Charter School Principal and other kev personnel (Kev City Personnel), as determined
in the CITY's sole iudqment. shall be employees of the CITY and selected by the City
Manaqer. The CITY will establish iob descriptions. salaries and benefits for the Charter
School Principal and Kev City Personnel. At the CITY's option. CSUSA shall recruit
qualified personnel forthe Charter School Principal and Key City Personnel. and the CITY
may conduct its own recruitinq efforts for qualified personnel for these positions. for
selection by the City Manaqer. The parties aqree that the Charter School Principal and
CSUSA will work toqether to perform their respective responsibilities for the day-to-day
operations of the Charter School and for carrvinq out the mission of the Charter School
11/8/04
17
I based on the qoals and objectives as stated in the ManaoemontAdministrative and
Educational Services Aqreement Documents.
In order to attract and compensate teachers and administrators necessary to achieve the
performance criteria set forth in this Agreement, CSUSA agrees that, in the event
additional funds are necessary to attract and compensate such teachers and
administrators, as determined by CSUSA after consultation with the City Manager, CSUSA
I shall commit such funds from its ManagementAdministrative and Educational Services Fee
as are necessary to accomplish this goal.
The parties acknowledge that the school personnel are crucial to the operation of the
school. CSUSA shall not, in any fashion, or for any reason whatsoever, act to preclude
personnel from working their required and designated days and hours. Additionally,
CSUSA shall use its best efforts to prevent work stoppages caused by the absence of
school personnel. The parties further acknowledge that the CITY shall be irreparably
harmed should school personnel fail to work their required and designated days and hours
for such reasons as labor and/or economic disputes. In the event of such work stoppages,
the CITY shall be entitled to seek any available legal or equitable remedies, including, but
not limited to, injunctive relief from a court of appropriate jurisdiction, to best protect the
interests of the CITY incident to its obligation to provide education for the students of the
Charter School. CSUSA shall ensure that all personnel that it employs for the Charter
School are subject to the terms of this paragraph.
5.!5,3 Trainina and Professional Development. CSUSA shall be
responsible for the training and continuing education of its educational faculty, including tf:1e
Charter School Principal, CSUSA administrators, and State of Florida certified teachers
associated with the Charter School. CSUSA shall additionally be responsible for
implementing and monitoring professional development activity requirements applicable to
the Charter Sehool'e; CSUSA administrative and instructional personnel associated with the
Charter School. CSUSA shall also be responsible for providino the Charter School
Principal and Key Citv Personnel the trainino. continuino education, and on-qoinq
professional development necessary for their successful implementation and operation of
CSUSA's educational proorams, curricula, academic desiqn. and other CSUSA Services.
The trainino. continuinq education, and on-ooino professional development to be provided
by CSUSA shall not be scheduled or provided durinq normal work hours or in a manner
that would interrupt the educational process, unless otherwise authorized bv the CITY.
Insofar as is possible, CSUSA shall ensure that the Charter School's teachers are
encouraged to participate in professional development opportunities sponsored by the
Chartering Entity in order to increase teachers' content knowledge and pedagogy. CSUSA
shall be responsible for explorino the development of an affiliation with an accredited
colleqe or universitv in the State of Florida for the purpose of teacher traininq, education,
recruitment and development of curriculum.
11/8/04
18
5.~.4 Administrator and Teacher Evaluation and Assessment.
CSUSA shall ensure that provide the Charter School implements with an Administrator and
Teacher Evaluation and Assessment system, in accordance with the
ManagementAdministrative and Educational Services Agreement Documents. that shall be
used by the Charter School Principal for the evaluation and assessment of CSUSA
emplovees employed by or associated with the Charter School. Anv modifications to the
CSUSA-provided Administrator and Teacher Evaluation and Assessment system shall be
jointly approved by CSUSA and the CITY.
5.65.5 Technoloav Manaaement.
I 5.§i.1 Manaaement Information Svstems. On behalf of the Charter
School and with input from the CITY, CSUSA, at its sole discretion, shall determine the
Management Information System ("MIS") to be utilized at the Charter School, provided
however, that such MIS will comply with the terms of this Section and the
I ManagementAdministrative and Educational Services Agreement Documents. CSUSA
shall, in coordination and cooperation with the CITY and in accordance with Sections 6.2,,1
and 6.2.5ð of this Agreement, design, orser, purchase, install, implement and administer a
MIS for the Charter School, consistent with the Charter School's purpose and goals. This
system, in conjunction with the applications required by the Chartering Entity, shall include
business applications that meet, on an ongoing basis, any and all Federal, State, County,
CITY, or Chartering Entity reporting mandates, applicable for the Charter School or the
I CITY for. I\t a minimum the following functions shall be provided: Cash Reoeipts, Reoords
Management, Payroll/Personnel, General Ledger, Purchasing, J'.GGounts Payable,
Aooounts Reoei'lûble/Biliing, Fixed J'.ssets, Admissions, Scheduling, Registration, Records,
and Reporting. The City Manager, with reasonable notice to CSUSA and except as
provided for in Chapter 119, F.S., shall have full and unlimited access to the Charter
School-based MIS system with assistance from a representative of CSUSA. Upon
termination of this Agreement, all hardware, software, business applications (including
password and configuration information) and other intellectual property purchased by the
CITY shall remain the property of the CITY. The MIS system shall be and remain the
property of the CITY, except as proprietary to CSUSA as set forth in this Agreement.
Responsibility for maintaining all data and records stored and used by the Charter School
I shall be with CSUSA and shall be in accordance with the Charter, as amended. The cost
associated with any design, license, implementation, and administration shall be included
in the approved Charter School Annual Budget and paid from the Charter School Fund.
I The CITY shall be responsible for the desian, development. implementation and
maintenance of the Charter School's web site. to which CSUSA shall be allowed to link.
5.~1 Performance Criteria.
following minimum performance criteria:
The CITY and CSUSA shall agree to the
11/8/04
19
5.~7-.1 Education Management.
5.7.1.1 For the fimt year of operation, the Charter Sehool shall
attaiA the follo....'ing:
a) Reading 70% of stl,laeAt test scores will impreve by
ten (10) percentage points on the Comprehensi'lO Test of Basis Skills (CTBS).
b) ReaaiA!) 70% of student test Bsares will improve by
ten (10) percenta€ e !,!oints on the CTBS or norm referenced/criterion referenceå test
administered by the Charter School over the first test aaministration in the full of year 1.
c) Readin€ Stl,ldents in graaes ~ 5 'A'ill gain a yom's
growth in a years time as measureå by CSUS/\'s criterion reforeAced tests, teacher made
assessments aAa student portfolios.
d) Mathematics The a'..erage test score by graae will
improve by ten (10) percenta!)e points on the CTBS or Aorm referenced/criteriaA
referenced test over the first administration of the test.
e) Mathematics Stuaents in grades ~ 5 will gain a
year's growth in a year's time as measured by CSUSA's criterion reforeneea tests, teacher
made assessments and student portfolios.
5.~7-.1..2 For each year of operation, the Charter School shall
attain the following:
a) All students will maintain a portfolio demonstrating and
charting improvement and mastery of skills required at that grade level. This portfolio will
be part of the Personal Learning Plan (PLP) that is the compendium of parent, student and
teacher conferences. Each PLP will establish academic goals for each individual student in
relation to his/her performance and progress.
b) The median percentile by each grade level for the
Reading and Mathematics subtests of the State or Chartering Entity-required norm-
referenced test shall be no lower than the median percentiles achieved by the Miami-Dade
County Public Schools that the students of the CITY would otherwise attend based on
I established attendance boundaries (currently, Highland Oaks and Ojus Elementaries. and
Hiqhland Oaks Middle). For purposes of this §section, the standard measurement of error
for the norm-referenced test shall be three (3) percentile points. This section will be
automatically amended on an annual basis to include additional subtests required by the
State or Chartering Entity-required norm-referenced tests, if any.
11/8/04
20
c) Beginning in the 2004-2005 school ¥)lear-2, the State
of Florida A+ Plan Grade shall be no lower than a "B".
d) Meet the requirements delineated in Florida State
Board of Education Administrative Rule 6A-1.09981, Implementation of Florida's System of
School Improvement and Accountability, as may be amended from time to time.
e) Achieve the measurable obiectives specified in the
annual School Improvement Plan.
5.§.-1.2 Development and Operations Management.
I 5.6-1.2.1 The number of enrolled students, as defined in Section
10, shall be 95% of the number of students allowed under the Charter, as amended.
I
5.§.-1.2.2 The year-to-year student retention rate shall be 8Q.%
from the 2003 01 school year te the 2001 05 school year, 85% from the 2004-2005 school
year to the 2005-2006 school year, and 90% for each year-to-year period thereafter. The
year-to-year student retention rate shall be determined by expressing the number of
students who were enrolled in the Charter School at both the beginning of the earlier
school year (October enrollment period) and at the beginning of the subsequent school
year (October enrollment period), as a percentage of the number of students who were
enrolled in the Charter School at the beginning of the earlier school year (October
enrollment period). For purposes of retention rate calculation, a student shall not be
included in either the earlier or subsequent enrollment counts if he/she has left the school
for non-causal reasons, as determined by an exit survey. Non-causal reasons shall be: a
change of residence, change in transportation requirements, articulation beyond the
I Charter School's exit qrade level fifth grade, failure of the parentlquardian to fulfill
contracted parent volunteer hours, repeated discipline issues or expulsion. The non-causal
identifiers may be reviewed annually and revised by mutual agreement between CSUSA
and the CITY. The exit survey to be used shall be approved by the City Manager; whose
approval shall not be unreasonably withheld.
I 5.§.-1.2.3. The percentage of parents who on the Parent Survey
agree or strongly agree to the statement that "I would recommend the Charter School to a
I friend" is 80% in year 1 and 90% for each year~ thefeafter.
I
5.§.-1.3. Financial Management.
5.7.3.1. The Charter Sehool/\nnual Budget is substantially in
conformance with the Managernent/\groement Documents. The proposed Charter SehGal
Annual Budget shall specifically inslude an amount to be roim!:Jursed to the CITY for the
cost of the Site that is no less than the amount identified in the MaRagement .^.groement
11/8/04
21
I Dooumente, and ehall maintain the amount of Tetal Salaries and/or Total Salaries as a
J39rcent of Total Re'lenUOE EuÐEtantially in accordance with the Management .^.groemont
Dooumente.
I 5.7.3.2. CSUS." shall operate the Charter School within the
Charter School Annual Budget, as approved by the Aventura City Commission.
IGeOOts-.
I
I
5.7.3.3. The Charter School shall complete the year 'Nith no
5.§1.3.14. The audits required by State Law and the Charter~
amended, shall indicate that the financial statements are presented fairly and that tests of
compliance with laws and regulations and consideration of the internal control over
financial reporting disclose no instances of non-compliance, nor any material weaknesses"
relative to or associated with the Services to be performed bv CSUSA. as applicable..
5.7.4 FaGilitiea Management.
5.7.4.1 Subject to the terms and conditione of any Charter
School Maintenanoe ."greement eetabliGhea J3l,Jrsuant to Section 6.4, the percentage of
parents who on the Parent Survey agree or etrongly agree to the statement "The school
buildinge and groundG arc clean and well maintained" is 90%.
5.§1.~ Human Resources Management.
I 5.7.5.1. The amount pLlid for TotLlI Salaries and/or Total
Salariee aG a J3ersent ef Total Revenues shall be substantially in accordance with the
Management Agreement DooumentG.
5.§1.~.12. Class size and studenUclassroom teacher ratios
shall be maintained throughout the school year-at in accordance with the requirements of
applicable federal or state law (e.Q., Class Size Amendment), if any, but notto exceed 20:1
for Kindergarten and 25:1 for Grades 1 through 5§.. Any vacancy in a classroom teacher
position that results in an increase to the studenUclassroom teacher ratio shall be filled with
a permanent qualified teacher as soon as possible, provided however, that no such
vacancy shall remain unfilled by a permanent qualified teacher for more than four weeks
from the date of the vacancy, unless authorized by the City Manager, unless the lack of
such authorization would contradict applicable local, state or federal law.
I 5.§1.~.~3. CSUSA shall make every reasonable effort to
provide a pool of applicants with ineuro that the experience levels such that ef-the Charter
School's instructional staff can sRaII be substantially distributed such that at least 1/3 are
categorized as "Veterans" (teachers with more than 7 years of teaching experience) and at
least 2/3 are categorized as "Veteran" or "Mid-Level" (Teachers with three to seven years
11/8/04
22
of teaching experience). In determining experience levels, advance degrees and other
relevant work experience may be considered. If the experience levels of the Charter
School's instructional staff are not substantially in compliance with this section, CSUSA
shall provide reasonable documentation and information to the City Manager detailing the
recruiting efforts that were made to attract experienced instructional staff, explanations
and/or special circumstances and actions planned to achieve substantial compliance with
this section.
5.~1-.!5.~4. Beginning in the 2005-2006tAiffi school year, the
year-to-year retention rates for CSUSA permanent staff and for CSUSA classroom
teachers, excluding staff or teachers whose contracts are not renewed. who the CITY
elects to have not reassianed. orwho are dismissed for cause and as adjusted for mobility,
shall be 80%.
5.Ii Other.
5.Ii.1 Provision of Liaison Services. CSUSA shall designate a
member of senior management personnel to be the point of contact for the City Manager
for all issues.
5.Ii.2 Other Activities. CSUSA shall be responsible for ensuring that
the Services Charter School complyie& with the terms and conditions of the Charter~
amended. and shall, in a timely manner, provide information and perform all other activities
required of CSUSA during the term of this Agreement to perform its responsibilities
hereunder.maintain a fully operational Charter School.
6.
following:
Responsibilities of the CITY. The CITY shall be responsible for the
6.1
Education Manaaement
6.1.1 Except as provided in Section 5.1.1.3 of this Aareement. the
CITY shall administer all standard tests/assessments to the students that are required bv
law or Charterina Entitv policy. and shall ensure that students at the Charter School
participate in all assessment proarams in which the Charterina Entity's students in
comparable arades/schools participate. The CITY will administer all such required
tests/assessments in a timely fashion consistent with the State's and Charterina Entity's
testina schedule and in conformance with the State's and Charterina Entitv's policies and
procedures related to test securitv and test administration. The Charter School's testina
administrator will attend all test administration trainina sessions provided bv the Charterina
Entitv and shall follow all Florida Department of Education Testina Guidelines specified in
the Test Administration Manuals. as well as, the District Standards for Test Administration
and Security.
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23
6.1.2 Parent Activities. The CITY shall coordinate and oversee all
orqanized parental involvement. shall work with the approved School Advisory Board and
any parent-teacher orqanization established for the purposes of furtherinQ the qoals of the
Charter School. and shall coordinate parent. teacher and student orQanizations. As
provided in Section 5.1.2.1 of this AQreement, at the request of the CITY, appropriate
CSUSA staff shall attend meetinQs of the School Advisory Board or other parent-
teacher/community orQanization to provide reports or information about the Charter School.
In order to facilitate schedulinQ. the CITY will periodicallv provide CSUSA with schedules of
the anticipated meetinq dates of such orQanizations, to the extent available.
6.1.3 Extracurricular Program/Activities. The CITY shall
determine, establish. staff, operate and administer the extracurricular proQrams/activities
that will be offered at the Charter School, includinQ but not limited to, before and after
school proqrams/activities.
6.1.4 Summer School. The CITY shall determine. establish, staff,
operate and administer the summer school proQram, if any, that will be offered at the
Charter School.
6.2 Development and Operations Manaaement
6.2.1 Public Relations. The CITY shall coordinate all official public
relations for the Charter School inciudinQ. without limitation, community outreach, press
releases and media relations.
6.2.2 Transportation. The CITY shall be responsible for contractinq
with public or private entities or individuals for the provision of transportation.
6.2.3 State. Local and School Board Compliance.
6.2.3.1 Coordination with the Charterina Entity. The
CITY shall be responsible for coordinatinq any and all activities of the Charter School with
the requirements of the CharterinQ Entity and for complyinQ with all reasonable requests of
the Charterinq Entity reQardinQ the Charter School. Unless otherwise authorized bv the City
ManaQer, the CITY shall be responsible for submittinq all documents and reports requested
or required by the CharterinQ Entity, the Charter, as amended, and all applicable federal.
state, local and Charterinq Entitv laws, ordinances. rules and reQulations. includinq, but not
limited to the School Improvement Plan, Annual Report, Annual BudQet and Annual Audit.
In accordance with Section 5.2.5.1 of this AQreement. CSUSA shall be responsible for
providinq the CITY. in a timely manner, with anv and all information. data, materials,
documents, records, and submittals for or associated with the Services performed by
CSUSA. that are requested bv or necessary for the CITY to coordinate with the
requirements of or complv with all reasonable requests of the CharterinQ Entity.
11/8/04
24
6.2.3.2 Compliance with Applicable Law. Except as
provided in Section 5.2.5.2 of this Aareement. the CITY shall be responsible for ensurinQ
that the Charter School complies with all applicable federal. state. local and CharterinQ
Entitv laws, ordinances, rules and reaulations.
6.2.3.3 Maintenance of Charter. The CITY shall do, or cause
to be done, all things necessary to ensure that all legal requirements applicable to the
CITY, and all such conditions as may have been imposed on the CITY by the Chartering
Entity, are fully complied with at all times. If the CITY or CSUSA shall at any time receive
notice from any public authority or other person that the Charter School is or may be in
violation of the Charter, the rules of the Chartering Entity or any provision of any applicable
law or regulation, the party receiving such notice shall immediately notify the other party of
the asserted violation and shall thereafter work diligently together to determine whether
such asserted violation in fact exists, to correct any violation found to exist, and vigorously
contest the asserted violation if the same is found not to exist. No changes will be made by
I the CITY to the approved Charter. as amended. between the CITY and the Chartering
Entity that directly impact CSUSA's performance of its Services without CSUSA's consent
and approval; such consent and approval shall not be unreasonably withheld.
I 6.2~ Furniture. Fixtures. EQuipment and TechnoloQV ("FFE& T"). \JpGA
written instructions from CSUS/\, tIhe CITY shall be responsible for obtaining, ordering
and purchasing any FFE&T to be utilized in or by the Charter School during the term of this
Agreement. CSUSA shall provide written instructions to the CITY for obtainina. orderinQ
and purchasina anv FFE&T necessary for the performance of CSUSA's Services. At the
CITY's option, the CITY may request tAat CSUSA~ assistance and input into the process
of obtainina any FFE&T to be utilized in or bv the Charter School or that CSUSA order
some or all of the FFE& T CSUSA deems necessary for the performance of the Services.
Regardless of whether the CITY or CSUSA orders the FFE&T, StI£A order(s) for FFE&T
necessary for the performance of CSUSA's Services shall be in compliance with the written
instructions from CSUSA unless mutually agreed otherwise.
6.~3.5 Books and Supplies. Upon written instruotiens from CSUS^, tIhe
CITY shall be responsible for obtaining, ordering and purchasing the books and supplies to
be utilized in or by the Charter School during the term of this Agreement. CSUSA shall
provide written instructions to the CITY for obtaininQ, orderina and purchasina anv books
and supplies necessary for the performance of CSUSA's Services. At the CITY's option,
the CITY may request CSUSA's assistance and input into the process of obtainina anv
books and supplies to be utilized in or bv the Charter School or that CSUSA order some or
all of the books and supplies that CSUSA deems necessary for the performance of the
Services. Regardless of whether the CITY or CSUSA order the books and supplies, StI£A
order(s) for books and supplies necessary for the performance of CSUSA's Services shall
be in compliance with the written instructions from CSUSA unless mutually agreed
otherwise.
11/8/04
25
6.2.6 Records Retention: Public Records. The CITY GðYSA shall
provide, protect, preserve, transfer and maintain both active and archival records for
currenUformer students in accordance with Florida Statutes and the provisions of the
Charter, as amended.
6.2.7 Insurance. Except as indicated in Section 5.2.8 of this Aqreement. the
CITY shall ensure that the Charter School complies with all insurance requirements set
forth bv the Charterinq Entitv.
6.2.84 Facility Maintenance. GS\JSA The CITY shall be responsible for
custodial services and ordinary repair and maintenance concerning the day-to-day
I operation of the Charter School, and such as a clogged sink, and replacing light bulbs, etc.
("Custodial and Day to Day Maintenanoe"), in aooer-€lanoe '.'lith the Management
.'\greement Docl ments. The CITY shall be responsible for all other repair and
maintenance, including but not limited to ground maintenance and maintenance of the
physical plant in accordance '....ith the Management Agreement Deouments. ^ny contract
entered into by CSUS^ for the provision of all er part of the Custodial and Day to Day
Maintenance shall comply 'Nit'" t"'e provisions of Section J2 of this ^greement. The oosts
associated 'IIit'" the Custodial and Day te Day Maintenanoe shallee included in the Charter
School l\nI'1 ua I Budget and paid fer from the Charter Schaal Fund. CSUSA shall be
responsible for, and pay for, any and all repairs or replacements necessary relative to tf:1e
C"'arter School Faoility, the FFE&T, and the books and supplies that arise due to the
intentional acts or willful misconduct of CSUSA, its employees, agents, contractors, guest
and invitees.
/\t the CITY's option, the CITY may eleot to be res~ensible for all or part of
the Charter Schaal's Custodial and Day to Day Maintenanoe. Should the CITY elect to be
responsible for all ar part of the Charter Schoal's Custodial and Day to Day MaiRtenance,
it is the intent of the parties to enter into a separate Charter School Maintenance
^grcement that 'Nill su~ercede and replaoe this Sectien 6. <1 and will specify the r.es~ective
rights, responsibilities and oosts of each party and the Charter School, proviaea however,
that the oosts asseciated with the Custodial and Day to Day Maintenance services shall be
in compliance with the Charter Scheel/\nnual Budget, as may ee amended from time to
time-.
6.2.9 School Uniform Procurement Services. The CITY shall be
responsible for contracting with public or private entities or individuals for the purpose of
providing student uniforms to be purchased by students in conformance with the criteria
established by the Charter School.
6.3
Financial Management.
11/8/04
26
6.3.1 Annual Budget. The City ManaQer, with assistance and
cooperation of CSUSA as specified in Section 5.3.1 of this Aareement shall prepare and
submit to the City Commission the "Charter School Annual BudQet" by May 1 0 of each
vear. The budqets shall include, as appropriate. the total number of student stations for the
cominq academic vear. all capital purchase requests, lease payments. debt repavments
and/or cash loans required, operatinQ revenues and operatinQ expenditures for the
respective school year.
The parties shall work cooperatively toqether on any and all budqetary matters and issues
prior to the submission of the proposed budqet to the Aventura Citv Commission. The
parties aQree that it is the intent of this provision that thev iointly prepare and submit a
balanced budqet and that any and all budQetary issues and matters be resolved between
CSUSA and the Citv Manaqer prior to the Aventura City Commission's review and
consideration of same.
The final aqreed proposed Charter School Annual Budqet shall be
submitted to the Ayentura City Commission for approval no later than Mav 10 of each vear.
The CITY shall ensure that the Charter School Annual Budqet is submitted to the
CharterinQ Entity in a timely manner consistent with the Charter, as amended.
6.3.2 Fund Raising Activities. The CITY shall be responsible for fund
raisinq activities on behalf of the Charter School. durinq the term of this Aqreement. and
CSUSA shall coordinate and cooperate with the CITY with such fund raisinq efforts.
6.3.3 Audits. The CITY shall ensure that required audits are performed by
the CITY's auditors in accordance with the Charter. as amended. As specified in Section
5.3.4 of this Aqreement. CSUSA shall accommodate all required audits of the Charter
School and shall provide information and ensure access to all school records and source
documents required by. relative to, or associated with the Services to be performed by
CSUSA, in a time Iv manner. The CITY shall ensure that the annual audit is submitted to
the Charterinq Entity in a timely manner consistent with the Charter. as amended.
6.3.4 Payroll Administration. The CITY shall prepare, maintain.
administer, and report all pavroll of CITY emplovees hired to work at the Charter School.
includinq, without limitation. processinq and issuinQ all checks. maintaininq all reports and
payroll records and filinQ all necessary forms and returns. includinq worker's compensation
compliance. unemployment insurance compliance, withholdinQ and social security taxes
and all tax and other forms relatinq to employment as may be required by any federal, state
or municipal authoritv durinq the term of this AQreement.
6.,!,5 Tax Exempt Fund Raising Activities. If the CITY concludes it is
appropriate to do so, the Charter School may seek to establish a separate tax-exempt
11/8/04
27
organization to conduct fund raising activities and receive tax deductible contributions in
support of the Charter School and/or of education generally. CSUSA shall cooperate with
such tax-exempt organization as necessary and appropriate.
6.~6 Fundina For Charter School Costs and Expenses. The CITY shall
maintain a Charter School Fund to account for expenditures and revenues associated with
the Charter School. It is understood by CSUSA and the CITY, that any and all funds
I expended by the CITY purGuant to this Agreement and the Planning I\greement, including
costs and expenses associated with the planning and development of the Charter School
such as, start up funding, land acquisition and capital improvements including construction
of the Facility and CSUSA Fees, professional services contract fees and other out-of-
pocket costs and expenses, shall be reimbursed to the CITY from Charter School
revenues. The reimbursement schedule shall be included in the proposed Charter School
Annual Budget. The CITY shall provide CSUSI\ witA an estimate of any and all fundG
expectea to be expended by the CITY pursuant to this Section during each subsequent
budget year, that wa 101 lEI nat be generally known to CSUS.^, or included in the Management
I\greement DO81o1R'lent&; &1oI8A estimate Ghall be included in the proposed Charter School
/\nnuaIBloIs!i et.
6.~6.1 Procedure for Pavment. In order to receive funds from
the CITY pursuant to this Section, CSUSA shall prepare and submit monthly financial
Gtatements and invoices to the City Manager, which shall include the fund(s) for which
CSUSA is seeking payment, and all of the Charter School's actual expenditures, reported
on a modified cash basis of accounting (including but not limited to all capital
expenditures). CSUSA shall submit to the CITY a schedule for payroll at the beginning of
the academic year. This schedule may be amended from time to time, as appropriate.
The CITY shall be required to wire or ACH transfer payment from the Charter School Fund
for the payroll at least five (5) business days prior to a schedule payroll date or other set
due date, as applicable. For all other Charter School expenses for which CSUSA is
seekina payment, CSUSA shall submit invoices ~ to the City Manager bi monthly
for tAe flolns(G) for ,....hich CSUS/\ is seeking payment and such other expenses shall be
deemed due, subject to the provisions of Section 10 for ManagementAdministrative and
Educational Services and Incenti',e Fees, upon approval by the City Manager after receipt
by the CITY of the monthly financial statement and invoices, and such source documents,
supporting schedules, summaries and explanations as may reasonably be requested by
the City Manager from time to time ("approved expenditures"). The City Manager shall
direct payment from the Charter School Fund to CSUSA for all approved expenditures
within seven (7) business days. CSUSA agrees to provide the CITY, within ten (10)
business days, source documents, supporting schedules, summaries and explanations as
may reasonably be requested by the City Manager from time to time. CSUSA shall
immediately reimburse the CITY for any unallowable Charter School expenditures as
determined by a licensed auditor of the CITY, the Chartering Entity, or any Department or
Division of the State of Florida or Federal Government.
11/8/04
28
6.4
Human Resource Manaaement.
6.4.1 Personnel Administration. Employee Benefits. and
Personnel Policies and Procedures. As specified in Section 5.4.2 ofthis AQreement. the
Charter School Principal and Key City Personnel, as determined in the CITY's sole
iudqment. shall be employees of the CITY and selected by the City Manaqer. The CITY will
establish iob descriptions. salaries and benefits for the Charter School Principal and Kev
City Personnel. At the CITY's option. CSUSA shall recruit qualified personnel for the
Charter School Principal and Key City Personnel. and the CITY may conduct its own
recruitinq efforts for qualified personnel for these positions. for selection bv the City
Manaqer. The parties aqree that the Charter School Principal and CSUSA will work
toqether to perform their respective responsibilities for the dav-to-day operations of the
Charter School and for carrvinq out the mission of the Charter School based on the Qoals
and objectives as stated in the MaAaaemeAtAdministrative and Educational Services
Aqreement Documents.
I 6.§-1 Charter School Department. It is the intent of tIhe CITY haste
established a Charter School Department which j§&RaII-Ðe responsible to the City Manager.
CSUSA shall be accountable to the City Manager. Neither the City Commission nor its
members shall give orders to CSUSA. its employees or employees of the City Charter
School Department, either publicly or privately. Recommendations for improvements in
Charter School operations by Commissioners shall be made solely to and through the City
Manager.
6.§8 Annual Review of Performance Criteria. No later than October 31 st
of each vearOn an annual basis, the CITY and CSUSA shall review the minimum
performance criteria established in Section 5.§7 and the Incentive Fee eligibility
requirements established in Section 10.2, including measurement methodology and
assumptions, to jointly verify and/or modify the criteria, requirements, measurement
methods and assumptions to accurately and appropriately evaluate the performance and
effectiveness of CSUSA and the Charter School as contemplated in the
I ManagementAdministrative and Educational Services Agreement Documents. The CITY
may, at its sole option, modify the measurement methods and/or assumptions should it
determine that such modifications are necessary to more accurately and appropriately
evaluate the performance and effectiveness of CSUSA and the Charter School as
I contemplated in the ManagemontAdministrative and Educational Services Agreement
Documents. During the annual review, CSUSA and the CITY shall additionally determine
the specific tests/instruments upon which the minimum performance criteria delineated in
I Section 5.§7.1 shall be based for the subsequent school year.
11/8/04
29
I 6.19 Other Activities. The CITY shall be responsible for, in a timely
maRf\ef-, providJ.n.ge all information and performJ.n.g all other activities required of the CITY
during the term of this Agreement to maintain a fully operational Charter School.
7. Cooperation. The parties shall, in good faith, share all information received
I from the Chartering Entity necessarvse-as to comply with mutual obligations herein. Any
information, whether written or oral, which is transmitted by the Chartering Entity to the
parties shall be shared between the parties promptly.
8. Additional Mutual ObliQations. The parties hereto shall actively and
I diligently coordinate all extraourris¡,¡lar astivities, grant writing~, community involvement,
responsiveness and response to compliance to all federal, state, and local rules and
I regulations~, and any other operational activities or functions occasioned by the relationship
set forth in this Agreement in a concerted effort to meet the goals and objectives
I established in the Mana§eR'1entAdministrative and Educational Services Agreement
Documents and the Planning J\greement.
9. Charter Schools Fundina Resources. All revenues, grants, and revenue
allocations received by or targeted to the Charter School, shall be directed to and retained
in the Charter School Fund, as established by the CITY.
10. ManagementAdministrative and Educational Services and InGenti\'e
Fees. Subject to annual appropriations by the City Commission and the provisions of
Section 10.3, the CITY shall pay CSUSA annual managementAdministrative and
Educational Services and incentive fees for the performance by CSUSA of its
responsibilities as provided in this Agreement as follows:
10.1 ManagementAdministrative and Educational Services Fee. The
base ManagementAdministrative and Educational Services Fee shall be as follows:
Julv 1. 2004 throuqh December 31.2004 11 % of the fundinq for
student enrollment. as adiusted.
Januarv 1. 2005 throuah June 30, 2005 9% of the fundina for student
enrollment. as adjusted.
Julv 1. 2005 throuah June 30. 2006
enrollment. as adjusted.
July 1, 2006 and thereafter 6% of the fundina for student enrollment.
as adiusted.
7% ofthe fundina for student
Year 1
Years 2 3
Years 4 5
13% of the funding for student enrollment, as adjue:ted.
11 % of the funding for student enrollment, ae: adjue:ted.
10% of the funding for student enrellR'1ent, as adjue:ted.
11/8/04
30
The funding for student enrollment, as adjusted, shall be the sum of
district operating funds from the Florida Education Finance Program (FEFP), including
gross state and local funds, discretionary lottery funds, and discretionary operating millage
funds divided by total district funded weighted full-time equivalent (WFTE) students times
the weighted full-time equivalent students of the Charter School and the Charter School's
proportionate share of categorical program funds included in the FEFP, less 5 %, and as
may be adjusted for factors including, but not limited to, changes in the number of enrolled
students, state holdbacks and state prorations, and a proportional share of any unfounded
WFTE for Group 2 programs.
All payments to CSUSA for the base ManagementAdministrative and
Educational Services Fee shall be paid and deemed earned pro-rata by CSUSA on a
monthly basis, beginning July 1, 20013, with each payment representing 1/12 of the annual
base ManagementAdministrative and Educational Services Fee. Payments to CSUSA
shall not begin until the operating funding for student enrollment, as adjusted, in the
Charter School are received by the CITY from the Chartering Entity, provided however, that
I the first payment to CSUSA shall include retroactive payments to July 1, 20013, if any, and
provided further, that the final monthly payment of each year shall be paid upon the
I CharterinQ Entity's acceptance of year-end financial reports demonstrating that the Charter
School completed the year with no deficit.
For the purposes of this Agreement, the number of "enrolled students"
shall be equal to the Chartering Entity's FTE student count used to determine FTE Funding
for the Charter School
I 10.21F1GeFlti1:e Fees. In any year where CSUS.^, and the Charter School meet
or exceed all the f3erferR'1anGe criteria specified in Section 5.§7 ofthisAgreement, the CITY
shall awar-EI a sef3ar-ate Incentive Fee upon any of the following events:
-10.2.4 In order to supplement and enhance the County, State or
Federal funds that are normally associated with the operation and development of a
school, the CITY and CSUSA shall endeavor to obtain revenues from other sources,
I including grants and donations (the "Additional Revenues"). CSUSA shall be entitled to
an amount equal to ten percent (10%) of all revenues received from Additional Revenues
attained from non-Qovernmental entities that are directly attributable to CSUSA's efforts.
I 10.2.2. Starting in Year 2, if the median percentile by each grade
le'ICI on the State or Charterin§ Entity required norm referenced test:
10.2.2.1 Reading exceeds the performance criteria established in
Section 5.7.1.2(b) by at leastfi'lC (5) median percentile points or exceeds the performance
criteria established in Section á. 7 .1.2(13) and is equal to or greater than the 75tA percentile,
CSUSA shall be entitled to an amount equal to one half percent (.5%) of the funding for
student enrollment, as adjusted, for that year.
11/8/04
31
in:;;' 10.2.2.2 Mathematics el(Cge9 tl=l
ectlon e.7.1.2(b) by at least t9n (10 . s 13 perfo~manc9 criteria QE:tablishod
pe:;!<>rmano~ sriteria esta131iEhe9 in Seotion)5 ~~9Ian perc~ntllo points or 01(00e9S the
ßá percentile, C:;;U:;;^ shall be entitled t .. .2(b) and IS equal to or ¡¡mater than the
the funding for student enrollment ao aaj~~n :7ount eE!lJal to one half percent (.5%) of
, e , or that year.
10.2.3 If the cumulative responGe 01'1 an ann I
ua parent survey FOGults
iÆ
€I 10.2.3.1 Re enrollment +1:1
tron.gly ¡"gree to tAg statement "I into d t e l3erseAt~ge of parents who ¡"gree or
80% In year 1 and 90% in eaoh year the~e ~ re enroll my Shlld for the next sshool year" is
equal to one half l3ereent (.5%) of the fun~in~ f the~ ~SUS¡'. shall be entitled to an amount
yeaF-. or s u ent enrollment, ao aeljusted, for that
^ 10.2.3.2 SafetY The 13 t
8Õ~:~ t~ the statement that ":;;tlJde~to feel oaf:~~~~¡¡et of l3ar-ents who ¡"gree or Strongly
0 11'1 ~ear 1 and 90% in gash year thereafter . ..eA ura ^Charter Elementary Sohaal" is
equal to one half percent (.5%) of the fund' f then CSUS. . ohalll3e entitled to an amount
yeaF-. Ing ar stlJEleAt enrollment, as adjusted, for that
"^" 10.2.4. Starting in Year 2 'f tl=l G
o. under the State of Florida /\.¡,. PlaA CSUS~ Ih lie ha~er School achieves a grade of
percent (1 %) of the funding fer stlJEle~t enroll' s ~ be entitled to an amount eE!lJal to one
men, as adjusted, for that year.
GI 10.2.5. In aAY Y9arthat a lei'
0 TY.and that payment exsee9s the land reim:~r relmburoement payment is mage to the
'1e~r In tl=l~ Management ^greement Dooume sement paymeAt specified for that same
(5,0) of this el(sess shall be payable to csus~ts, then an amount equal to five percent
G' 10.2.56 M Inse t'" ¡;:
SUS.'\ In one payment on an annual ban :.e ees sh~~1 be paid and deemeEl earned b '
~.,~ a"'a 'a..me,tat'a,- ',fe",,'" ::, :e' ~a"::,'a" 'y"a CITY of e",""'~
co Ion 5.2.6.1 and upon the aeoe tanoe' po s su mltted by CSUS.'\ pursuant t~
~:U~YV terminates this l\!ilr-ee:ent 'Nit~~~~~ CITY of the year end financial reports. If
.. shall be entitled to a ro rata ause In asoordanoe ',\lith Section 11 2
~ursuant to this section if any -rho pro r ~har~ af t~e annual Insentive Fee ta be p~id
~mes the number of ~onth~ in which a ~;U ar; will be 1/12 of the annual I Acenti'lO Fee
. .¡¡reement for the school year on which the So. ~erform~d Services l3ursuant to this
share of Incentive Fees pursuant to this S t~nnua Insentlve Fee is based. .^.ny I3ro rata
after the cloGe of the then school eo lon, shall be l3aid to CSUS^ in one a
;',':', '~,,~,""io'. i"'..~'ti::::;::.= ::;"':":','Y tho CITY ;¡ O¡¡,ibill:, :~::
. . . and upon the acceptance by the CITY f th ml , e '1 C~US^ purslJant to Section
0 e '1ear end fInancial reports.
32 11/8/04
10.3 Subordination of Management and Incentive Fees. In any year
where them is a shortfall in total revenues (operating and capital outlay), the base
Management Fees and Incentive Fees previaea in Section 10 shall be subordinate te the
operating expenses of the Charter School and the debt serviGe on the debt incurred by the
CITY for the acquisition, design, construction, and development of the Charter School
Faoility, in the amounts as herein specified, unless aA 8FRended balanced Charter School
Annual Budget, based on the real;JGea revenues and that substantially Gcmferms with the
terms and conditions of the Management Agreement Doouments, oan 130 prepared by
CSUS/\ in accordance 'Nith Section 5.3.1. The subordination aFRounts shall be as follows:
Year 1
Year 2
Year 3
Year 1
Year 5
Maximum subordination of 2%
Maximum subordination of 2%
Maximl;JFR subordination of 3%
Maximum sul3oraiAation of 1%
Maximum subordiAation of 1%
Further, the payment of the Management and InoeAtive Fees to CSUS^ by
CITY is subject to availability and payment of FTE Funds, funds allocated for Charter
School capital outlay purposes, aAE aAY ether education funds from the State of Florida, as
provided by law.
11. Insurance. CSUSA shall maintain comprehensive general liability insurance
in the amount of Five Million and no/100 Dollars ($5,000,000.00) per occurrence combined
single limit and Five Million and no/100 Dollars ($5,000,000.00) in the aggregate, insuring
against property damage and personal injury and death occurring in connection with the
Charter School. In addition, CSUSA shall maintain workers compensation insurance in the
amount of the greater of Fifty Thousand and no/100 Dollars ($50,000.00) or the minimum
amount required by law.
'12.
Indemnification.
12.1 CSUSA agrees to indemnify, defend with counsel (reasonably
acceptable to the CITY) and hold the CITY, and its elected officials, officers, employees,
and agents (the "Indemnified Parties"), harmless from any and all claims, actions, costs,
expenses, damages and liabilities, including reasonable attorney's fees and costs at both
the trial and appellate levels, arising out of, connected with or resulting from (a) the
negligence, intentional wrongful act or misconduct of CSUSA, its officers, employees and
agents, in connection with the Agreement, (b) CSUSA's breach of this Agreement or any
applicable federal, state, local or Chartering Entity law, ordinance, rule or regulation and/or
(c) any failure by CSUSA to pay its suppliers or subcontractors. The duty to indemnify will
continue in full force and effect notwithstanding the expiration or termination of the
I Agreement with respect to any claims based on facts or conditions that occurred or
accrued prior to such expiration or termination.
11/8/04
33
12.2 Subject to the provisions and monetary limitations of F.S. 768.28, as
amended or superseded, the CITY agrees to indemnify, defend with counsel (reasonably
acceptable to CSUSA) and hold CSUSA, its officers, employees, and agents (the "CSUSA
Indemnified Parties"), harmless from any and all claims, actions, costs, expenses,
damages and liabilities, including reasonable attorney's fees and costs at both the trial and
appellate levels, arising out of, connected with or resulting from (a) the negligence,
intentional wrongful act or misconduct of the CITY, its employees and agents, in
connection with the Agreement, (b) the CITY's breach of this Agreement or any applicable
federal, state, local or Chartering Entity law, ordinance, rule or regulation, and/or (c) any
failure by the CITY to pay its suppliers or subcontractors. The duty to indemnify will
continue in full force and effect notwithstanding the expiration or termination of the
I Agreement with respect to any claims based on facts or conditions that occurred or
accrued prior to such expiration or termination.
12.3 Upon becoming aware of the potential for a claim hereunder, the party
seeking indemnification shall promptly notify the other party in writing of the existence of
such claim, demand or other action giving rise to a claim for indemnification under this
provision (a "Third Party Claim") and shall give such other party a reasonable opportunity to
defend the same at its own expense and with its own counsel, provided however that the
CITY or CSUSA shall at all times have the right to participate in such defense at its own
expense.
12.4 If, within a reasonable amount of time after receipt of notice of a Third
Party Claim, the CITY or CSUSA shall fail to undertake to so defend, the party seeking
indemnification shall have the right, but not the obligation, to defend and to compromise or
settle (exercising reasonable business judgment) the Third Party Claim for the account and
at the risk and expense of the party responsible for indemnification hereunder. Each party
agrees to cooperate and to make available to the other party, such information and
assistance as may be reasonably requested in connection with the defense of a Third Party
Claim.
13. Default. A default shall be deemed to have occurred for certain events or
conditions (each, an "Event of Default"), which include, but are not limited to the following:
13.1 Any action, inaction or creation of circumstances that put the Charter.
as amended. in jeopardy of non-renewal or termination pursuant to the Charter~
amended. or any applicable federal, state, local or Chartering Entity law, ordinance, rule or
regulation; or
13.2 Failure to pay any amount due hereunder within thirty (30) days after
written notice to the defaulting party that such amount is due; or
11/8/04
34
13.3 Failure to remedy a material breach of this Agreement, including, but
not limited to, a default in the due and punctual observance or performance of any
provision contained herein, within thirty (30) days after written notice to the defaulting party;
or
13.4 If CSUSA shall under such law as shall be applicable to it commence
any case or proceeding, or file any petition in bankruptcy, or for reorganization, liquidation
or dissolution, or be adjudicated, insolvent or bankrupt, or shall apply to any tribunal for a
receiver, intervenor, conservator or trustee for itself or for any substantial part of its
property; or if there shall be commenced against it any such action and the same shall
remain un-dismissed; or if by any act it shall indicate its consent to, approval of, or
acquiescence in any such proceeding, or the appointment of any receiver, intervener,
conservator or trustee for it or any substantial part of its property or shall suffer any of the
same to continue undischarged; or if it shall become subject to any intervention whatsoever
that shall deprive it of the management of the aggregate of its property or any substantial
part thereof; or if it shall wind up or liquidate its affairs or there shall be issued a warrant of
attachment, execution, or similar process against any substantial part of its property, and
such warrant, execution or process shall remain un-dismissed, unbounded or undischarged
for a period of ninety (gO) days, this Agreement shall be deemed immediately terminated
upon the occurrence of such event; or
13.5 If the ownership of CSUSA shall be transferred or assigned, directly or
indirectly, without the prior written consent of the CITY, in violation of Section 36; or
13.6 If CSUSA uses funds not in accordance with the terms of this
Agreement including both negligent and fraudulent use of funds, or if CSUSA fails to
obtain or maintain any license, including the revocation of such license by an administrative
or judicial body, that may be required for CSUSA to carry on its business and perform its
obligations and functions under this Agreement. For purposes hereof, any fraudulent use of
funds shall include the use of funds by misrepresentation, concealment, nondisclosure,
I misleading conduct, devices, or contrivance;,Q[~
13.7 If any representation, statement, or warranty made in the Agreement by
CSUSA or the CITY is false, misleading, or breached in any material respect.
Upon the occurrence of an Event of Default, the non-defaulting party shall be
entitled to pursue all remedies available under law or equity, and in addition to such
remedies, may immediately terminate this Agreement with Cause in accordance with
Section 14.1.
14. Termination of this Agreement. This Agreement may be terminated by the
parties as follows:
11/8/04
35
14.1 Termination with Cause or for Nonperformance. Upon the
occurrence of an Event of Default beyond applicable grace, notice and cure periods, the
non-defaulting party shall be entitled to terminate this Agreement with cause or for
nonperformance (hereinafter referred to as "Termination with Cause"), prior to the end of
the term, with seven (7) days prior written notice.
14.1.1 Termination with Cause may include, but is not limited to, failure
for CSUSA to account for its expenditures or to pay operating costs; failure to follow the
I policies, procedures, rules, regulations or City-approved curriculum as adopted by CSUSA.
14.1.2 Notwithstanding the foregoing, the failure to obtain anyone of
I the performance criteria in Section 5.27 ofthis Management Agreement, shall be cause for
the CITY to terminate this Management Agreement with cause, unless CSUSA, within thirty
(30) days from receipt of written notice from the CITY, presents and agrees to implement
an action plan, acceptable to the City Manager, detailing the actions to be taken by CSUSA
to raise the performance level to acceptable standards, provided however that the
I revocation of the Charter. as amended. by the Chartering Entity, shall be cause for the
CITY to terminate with cause this Management Agreement, without providing CSUSA an
opportunity to cure.
14.1.3 Upon Termination with Cause, the parties shall immediately
end their performance of obligations pursuant to this Agreement and shall have no further
obligations or responsibilities to each other as of the date of such termination, including
any payment obligations (except reimbursement of authorized expenses incurred by
CSUSA on behalf of the CITY or the Charter School and unpaid earned Fees), except as
otherwise indicated in this Agreement, and the non-defaulting party shall be entitled to
pursue all remedies available under law or equity in addition to the termination of this
Agreement.
14.2 Termination without Cause. This Agreement may be terminated
without cause (hereinafter referred to as "Termination without Cause"), as follows:
14.2.1 This Agreement shall terminate on June 30,201300, unless
terminated earlier in accordance with the provisions of Section 14 or as otherwise provided
for in this Agreement.
14.2.2 By the CITY, upon thirty (30) days advanced written notice, due
to a change in federal, state or local or Chartering Entity law, ordinance, policy, rule,
regulation or appropriations during the term of this Agreement which would materially
I impact the ability to design, build,staff. operate or maintain the Charter School substantially
in conformance with the ManagementAdministrative and Educational Services Agreement
Documents. includina the Charter Application and the Charter. as amended. Such changes
could include, but not be limited to, a charter school capital outlay funds appropriation that
does not provide for the Charter School to receive funding substantially in accordance with
11/8/04
36
I the M::magementAdministrative and Educational Services Agreement Documents, includino
the Charter Application and the Charter. as amended or a modification that would
substantially impact the ability to limit the enrollment process to target the children of the
CITY.
14.2.3 By the CITY, at any time and for any reason or no reason, upon
I one (1) year siK (6) months days advance written notice.
14.2.4 Upon Termination without Cause, the parties shall have no
further obligations or responsibilities to each other as of the date of such termination,
including any payment obligations (except reimbursement of authorized expenses incurred
by CSUSA on behalf of the CITY or the Charter School and unpaid earned Fees), except
as otherwise indicated in this Agreement.
15. Transfer of Functions Upon Termination. In recognition of the paramount
importance of maintaining the integrity and continuing operations of the Charter School,
upon the expiration of the term of this Agreement, or in the event this Agreement is
terminated pursuant to Section 14, or as otherwise indicated in this Agreement, CSUSA
agrees to cooperate with the CITY during the transition of operations of the Charter School
and for the transfer, within thirty (30) calendar days of such termination, of the documents
which relate to the planning, design, development and operating functions of the Charter
School (to the extent such documents are owned by the CITY) from CSUSA to the CITY or
an entity selected by the CITY. Such cooperation shall include, but is not limited, to:
15.1 Assignment, in accordance with Section 5.1§.2 of this Agreement, of
all employees and employment contracts of the Charter School and the transfer of
employee records to the CITY or an entity selected by the CITY.
15.2 Transfer of all student records, then current curriculum programs and
class syllabi of the Charter School (unless the same is proprietary to CSUSA), if any, to the
CITY or an entity selected by the CITY.
15.3 Assignment, at the CITY's sole option and in accordance with the
provisions of Section 32 of this Agreement, of all contracts, subcontracts and/or
agreements, if any, entered into by CSUSA for the Charter School, to the CITY or an entity
selected by the CITY, if such contracts or subcontracts are assignable.
15.4 CSUSA shall provide the CITY, or an entity selected by the CITY, all
hardware, software, business applications and other intellectual property (with password
and configuration information) purchased by CITY. If CSUSA uses software or applications
I to for the operatione...Qf the Charter School that is not owned by CITY or the Charter
School, the CITY, at its sole option, may continue to use such software or applications. If
the CITY elects to continue to utilize CSUSA software or applications to operate the
Charter School, the CITY shall execute a license agreement with CSUSA for the use of the
11/8/04
37
same for a reasonable license fee (based upon the then existing market value) to be
negotiated in good faith by the parties.
15.5 Transfer of all property including, but not limited to, furniture, fixtures,
equipment, materials, software and hardware acquired for the Charter School by the CITY
and purchased by the CITY or through the use of funds designated for the Charter School,
to the CITY or an entity selected by the CITY.
15.6 The delivery of any and all Public Records in CSUSA's possession to
the CITY or an entity selected by the CITY.
15.7 Transfer of any and all other information owned by the CITY, or
provision of assistance, to ensure the least disruption of the continuing operations of the
Charter School as a result of the termination of this Agreement.
15.8. The provisions of Section 15 shall survive the termination of this
Agreement.
16. Entire Aareement. This Agreement and all documents contemplated herein
I including the ManagcmcntAdministrative and Educational Services Agreement Documents,
represent the entire understanding and agreement between the parties with respect to the
subject matter hereof, and supersedes all other negotiations, understandings, and
representations (if any) made by and between such parties. The provisions of this
Agreement may not be amended, supplemented, or waived orally, but only by a writing
signed by the parties and making specific reference to this Agreement.
17. Assianments. No party shall assign or pledge its rights or obligations
hereunder without the prior written consent of the other party to this Agreement, which
consent may be withheld by such party in its sole discretion except as otherwise provided
for in this Agreement.
18. Further Assurances. The parties hereby agree from time to time to execute
and deliver such further and other assurances, assignments and documents and do all
matters and things that may be convenient or necessary to more effectively and completely
carry out the intentions of this Agreement.
19. Relationship of Parties. The relationship between the parties hereto shall
be solely as set forth herein as independent contractors and neither party shall be deemed
to be an employee, agent, partner, or joint venturer of the other.
20. Interpretations. This Agreement shall not be construed more strictly against
one party than against the other merely because it may have been prepared by counsel for
one of the parties, it being recognized that both parties have contributed substantially and
materially to its preparation.
11/8/04
38
21. Time of the Essence. Time of performance by either party of each and
every provision or covenant herein contained is of the essence of this Agreement. CSUSA
shall be responsible for ensuring the timely performance of all activities and responsibilities
required during the term of this Agreement, including the production of documents, in
compliance with all applicable federal, state, local and Chartering Entity laws, ordinances,
rules and regulations, to ensure that the Charter School is fully operational for the 2003
2004 school year and is maintained as a fully operational Charter School in compliance
with the ManagementAdministrative and Educational Services Agreement Documents and
the Charter. as amended. during the term of this Agreement. For the purpose of this
Agreement, "timely" shall include a reasonable time for review, consideration, and/or
modification by the City Manager, and, whenever deemed necessary by the City Manager,
shall include the appropriate time necessary for submission, consideration and/or approval
by the Aventura City Commission.
22. Bindina Effect. All of the terms and provisions of this Agreement, whether
so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by
the parties and their respective legal representatives, successors, and permitted assigns.
23. Notices. All notices and other communications required or permitted under
this Agreement shall be in writing and given by:
23.1 hand delivery;
23.2 registered or certified mail, return receipt requested;
23.3 overnight courier, or
23.4 facsimile with a hard copy followup pursuant to Sections 23.1, 23.2
or 23.3 to:
If to CSUSA:
Charter Schools USA at Aventura, L.C.
6245 N. Federal Highway, Suite 500
Fort Lauderdale, Florida 33308
Attention: Mr. Jonathan K. Hage, President
Fax: (954) 202-2047
With a copy to:
Tripp Scott, PA
110 S.E. 6th Street, 15th Floor
Fort Lauderdale, Florida 33301
Attn: Edward J. Pozzuoli, Esq.
Fax: (954) 761-8475
If to the City:
Eric M. Soroka
11/8/04
39
City Manager
City of Aventura
19200 West Country Club Drive
Aventura, Florida 33180
Fax: (305) 466-8919
With a copy to:
Weiss Serota Helfman Pastoriza & Guedes, PA
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
Attn: Steven W. lelkowitz. Esq.
Fax: (305) 854-2323
or to such other address as any party may designate by notice complying with the terms of
this Section. Each such notice shall be deemed delivered:
23.4.1 on the date delivered if by hand delivery or overnight courier,
23.4.2 on the date upon which the return receipt is signed or delivery is
refused or the notice is designated by the postal authorities as not deliverable, as the case
may be, if mailed; and
23.4.3 on the date of transmission with confirmed answer if by fax.
24. Headings. The headings contained in this Agreement are for convenience of
reference only, and shall not limit or otherwise affect in any way the meaning or
interpretation of this Agreement.
25. Severability. If any part of this Agreement or any other agreement entered
into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or
regulation, such provision shall be inapplicable and deemed omitted to the extent so
contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and
shall be given full force and effect so far as possible.
26. Waivers. The failure or delay of any party at any time to enforce this
Agreement shall not affect such party's right to enforce this Agreement at any other time.
Any waiver by any party of any breach of any provision of this Agreement shall not be
construed as a waiver of any continuing or succeeding breach of such provision, a waiver
of the provision itself, or a waiver of any right, power, or remedy under this Agreement. No
notice to or demand on any party in any case shall entitle such party to any other or further
notice or demand in any other circumstance.
27. Outside Business. Nothing contained in this Agreement shall be construed
to restrict or prevent, in any matter, CSUSA or its representatives or principals from
11/8/04
40
providing services to any third-party similar to the services provided pursuant to this
Agreement.
28. Third Parties. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies on any person other than the parties hereto and
their respective legal representatives, successors, and permitted assigns, nor is anything in
this Agreement intended to relieve or discharge the obligation or liability of any third person
to any party to this Agreement, nor shall any provision give any third person any right to
subrogation or action over or against any party to this Agreement.
29. Jurisdiction and Venue. The parties acknowledge that a substantial portion
of the negotiations, anticipated performance and execution of this Agreement occurred or
shall occur in Miami-Dade County, Florida, and that, therefore, without limiting the
jurisdiction or venue of any other federal or state courts, each ofthe parties irrevocably and
unconditionally:
29.1 agrees that any suit, action or legal proceeding arising out of or
relating to this Agreement may be brought in the courts of record of the State of Florida in
Miami -Dade County or the court of the United States, Southern District of Florida in Miami
-Dade County.
29.2 consents to the jurisdiction of each such court in any suit, action, or
proceeding; and
29.3 waives any objection which it may have to the laying of venue of any
such suit, action, or proceeding in any of such courts.
30. Enforcement Costs. In the event of any controversy arising under or
relating to the interpretation or implementation of this Agreement or any breach thereof, the
prevailing party shall be entitled to recover all court costs, expenses, and reasonable
attorneys' fees (including, without limitation, all pre-trial, trial and appellate proceedings)
incurred in that action or proceeding, in addition to any other relief to which such party or
parties may be entitled.
31. Remedies Cumulative. No remedy herein conferred upon any party is
intended to be exclusive of any other remedy, and each and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law, in equity, by statute or otherwise. No single or partial exercise by
any party of any right, power, or remedy hereunder shall preclude any other or further
exercise thereof.
I 32. Contracts and Subcontracts CSUSA may contract and/orßubcontract for
the performance of any of its responsibilities set forth in this Agreement, subject to notice
I to the CITY, such notice to indicate if the contract and/or_subcontract will provide for
11/8/04
41
assignment to the CITY in the event of the termination of this Agreement, and the CITY's
opportunity to review any and all proposed contracts and/or subcontracts in connection
with the performance of the duties, functions, and responsibilities under this Agreement.
CSUSA shall be responsible for the management of all contractors and/or subcontractors
in the performance of their work. Nothing herein shall create any relationship, contractual
or otherwise, between CITY and any contractor or subcontractor. Notwithstanding the
rights of CSUSA to enter into such contracts, subcontracts and agreements and the
contractual obligations of contractor or subcontractor to CSUSA, CSUSA shall remain
liable to the CITY for the performance of Services under this Agreement.
Any and all contracts, subcontracts and agreements entered into by CSUSA pursuant to
this Agreement shall (i) contain insurance and indemnity requirements in favor of the CITY
consistent with Sections 5.2.8 and 12 of this Agreement, (ii) if possible, provide that the
CITY is a third part beneficiary of such contract, subcontract or agreement, and (iii) if
possible, include provisions that provide for the assignment of these contracts,
subcontracts or agreements, at the CITY's sole option, to the CITY, or an entity of the
CITY's selection, upon the expiration of the term of this Agreement or in the event this
Agreement with CSUSA is terminated pursuant to the terms herein. In the event of such
assignment, CSUSA and the CITY shall be responsible for their respective duties under the
terms of this Agreement until the date of assignment. CSUSA shall indemnify the CITY for
the acts and omissions of CSUSA occurring prior to the date of assignment, and the CITY
shall indemnify CSUSA for the acts and omissions ofthe CITY following the occurrence of
the date of assignment. CSUSA shall provide CITY with copies of all contracts,
subcontracts and agreements to ensure they comply with the foregoing.
33. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
34. Governina Law. This Agreement and all transactions contemplated by this
Agreement shall be governed by, construed, and enforced in accordance with the internal
laws of the State of Florida, without regard to principles of conflicts of laws.
35. Proprietary Information. The CITY agrees that CSUSA shall own all
copyrighted and other proprietary rights to all instructional materials, training materials,
curriculum and lesson plans, or any other materials created and developed by CSUSA, its
employees, agents or subcontractors, or by any individual working for or supervised by
CSUSA, which is de'.'elopod during 'Norking hours or during time fer which tho individual is
being paid and which is specifically identified by CSUSA in writing as being copyrighted or
proprietary, provided however that anv such materials prepared or developed by Charter
School staff as a responsibility of their school position, durina normal work hours, or durina
time for which the individual is beina paid from Charter School funds shall not be
copvriahted or proprietary to CSUSA unless authorized bv the City ManaQer.. CSUSA
11/8/04
42
shall have the sole and exclusive right to license such materials for use by other school
districts, other public schools, or other customers, or to modify and/or sell such materials
for use by school districts, other public schools or other customers. Notwithstanding the
same, in the event of expiration or termination of this Agreement, the CITY shall have the
right to use such materials during the life of the Charter School provided the CITY pays a
reasonable license fee (based upon the then existing market value) to CSUSA; however,
the CITY shall have no rights to use such materials beyond the life of the Charter School.
During the term of this Agreement, CSUSA may disclose such proprietary information,
including that which is currently in existence as well as that which may be created in the
future. The CITY, to the extent permitted by law, shall treat all proprietary information
specifically identified in writing by CSUSA as though it were a trade secret and copyrighted
and shall use efforts as may be reasonably requested by CSUSA so as not to disclose,
publish, copy, transmit, modify, alter or utilize such proprietary information during the Term
of this Agreement or at any time after its expiration other than to the extent necessary for
implementation of this Agreement or as licensed from CSUSA forthe continuing planning,
design, development and operation of the Charter School; provided, however, that CSUSA
acknowledges that any information provided to the CITY may be a public record under
Florida law and may be subject to disclosure.
36. Sale or Transfer of Interest in CSUSA. This Agreement is made by the
CITY with CSUSA in its current ownership form and in reliance on the expertise of the
I current principals and owners of CSUSA, including Jonathan Hage. No substantial chanae
irLownership or any other form of control of CSUSA, inol\,laiA!ij the de':elopment and
planning of the Charter School, shall be transferred, pledged, mortgaged or assigned,
directly or indirectly, without the prior written consent of the CITY, through the City
Manager. For purposes of this Agreement "substantial change in ownership" shall be
defined as when a majority of CSUSA ownership is not maintained by Jonathan Hage. In
determining whether to approve of any such transfer, pledge, mortgage or assignment, the
City Manager may consider, without limitation:
36.1 whether the now current individual principals and managers ofCSUSA
will continue to retain total responsibilitv for the performance of CSUSA
Services for administrative control over the Charter School;
36.2 the qualifications and character of the individuals or entities that are to
receive the transferred or assigned interest from CSUSA.
The CITY, upon considering the approval of the transfer or assignment, shall not
unreasonably withhold approval of such based upon the foregoing criteria.
37. Additional Audits. In addition to the audits required pursuant to Section
I 5.3.1.á of this Agreement, the CITY shall have the right, at anytime during business hours,
at the CITY's sole expense, and with reasonable notice to CSUSA, to inspect and audit, or
caused to be inspected and audited by a certified public accounting firm selected by the
11/8/04
43
CITY, the business records, bookkeeping and accounting records, tax records and returns
and other records of CSUSA with respect to this Charter School and this Agreement.
CSUSA shall cooperate with CITY and the certified public accounting firm. If any of the
foregoing business records are retained by CSUSA following the expiration or earlier
termination of this Agreement and not delivered to the CITY, CSUSA shall maintain and
make available to the CITY such books and records for a period of six (6) years following
the expiration or earlier termination of this Agreement.
38. Police/Regulatory Powers. CITY cannot, and hereby specifically does not,
waive or relinquish any of its regulatory approval or enforcement rights and obligations as it
may relate to regulations of general applicability which may govern the Charter School and
the Facility, and any improvements or operations relative thereto. Nothing in this
Agreement shall be deemed to create an affirmative duty of CITY to abrogate its sovereign
right to exercise its police powers and governmental powers by approving or disapproving
or taking any other action in accordance with its zoning and land use codes, administrative
codes, ordinances, rules and regulations, federal laws and regulations, state laws and
regulations, and grant agreements.
[SIGNATURES APPEAR ON THE NEXT PAGE]
11/8/04
44
IN WITNESS WHEREOF, CITY and CSUSA have signed this Agreement in
triplicate. One counterpart each has been delivered to CITY and CSUSA.
ATTEST:
CITY OF AVENTURA, FLORIDA
By:
Teresa M Soroka, CMC
City Clerk
By:
Eric M. Soroka, City Manager
APPROVED AS TO FORM:
By:
City Attorney
WITNESSES:
CHARTER SCHOOLS USA AT
AVENTURA, loC.
Signature
By:
Jonathan K. Hage, President
Print Name
Signature
CHARTER SCHOOLS USA, INC.
By:
Jonathan K. Hage, President
Print Name
11/8/04
45
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
DATE:
City Commission ~~
Eric M. Soroka, ICMA-CM, C~~g r
December 6, 2004
TO:
FROM:
SUBJECT:
Lease Agreement for Office Space at Government Center for
Congresswoman Debbie Wasserman Schultz
December 16, 2004 City Commission Meeting Agenda Item ~
RECOMMENDATION
It is recommended that the City Commission adopt the attached Resolution authorizing
the execution of the Lease Agreement for office space at the Government Center for
Congresswoman Debbie Wasserman Schultz.
BACKGROUND
In the past, the City has made available office space to the Federal District
Congressman and other State officials.
Representatives of the newly elected Congresswoman Debbie Wasserman Schultz
have stated that a formal lease agreement is required at this time. The Agreement is a
standard lease that has been prepared by the U.S. Government.
If you have any questions, please fee free to contact me.
EMS/act
Attachment
CCO1329'O4
RESOLUTION NO. 2004--
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY
MANAGER TO EXECUTE AND OTHERWISE ENTER INTO
THAT CERTAIN LEASE AGREEMENT BETWEEN THE
CITY OF AVENTURA AND U. S. REPRESENTATIVE
DEBBIE WASSERMAN SCHULTZ FOR OFFICE SPACE IN
THE CITY OF AVENTURA GOVERNMENT CENTER;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS
RESOLUTION; AND PROVIDING AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The City Manager is authorized to execute and otherwise enter into
that certain Lease Agreement between the City of Aventura and U. S. Representative
Debbie Wasserman Schultz for office space in the City of Aventura Government
Center.
Section 2. The City Manager is authorized to do all things necessary to carry
out the aims of this Resolution.
Section 3. This Resolution shall become effective immediately upon its
adoption.
Resolution No. 2004--
Page 2
The foregoing Resolution was offered by Commissioner
, who
moved its adoption. The motion was seconded by Commissioner
, and
upon being put to a vote, the vote was as follows:
Commissioner lev Auerbach
Commissioner Jay R. Beskin
Commissioner Bob Diamond
Commissioner Manny Grossman
Commissioner Harry Holzberg
Vice Mayor Ken Cohen
Mayor Jeffrey M. Perlow
PASSED AND ADOPTED this 16th day of December, 2004.
JEFFREY M. PERLOW, MAYOR
ATTEST:
TERESA M. SOROKA, CMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
EMS/tms
V.S. J{ouse cif CRßpresentatives
Washington, D.c. 20515
District omcØ Løasø
(version 1.09)
Pursuant to 2 U.s.e. § 57, and the Regulations of the Committee on House Administration (as modified from time
to time by Committee Order) relaling to office space in home districts, 6
C,"'" oft' A\lt.......- , 1'1:0"" w. c.ou-""y cJ~'" D...~... .4.--,,-, ,::, ~..,/ Þ
(1oodlord's oame) (1oodlord's strool Mdrc". ctty, stale, ZIp code) .
("LESSOR"), and the Honorable PC!:>!.'" WIJI. IJII;-" rcJw/b. Member of the U.S. House of
Representatives ("LESSEE"), agree as follows:
1. LESSOR shall lease to LESSEE ..ttQ...square feet of office space located at I <rue,) "". c.... - ~ C/..S P....'ÒffL-
the city of A~..4u- .
2. LESSEE shall have and hold the leased premises for the period beginning $"..... \. ,200'£ and ending
3"o.M II- ,200:[. The tenn of this District Office Lease ("LEASE") may not exceed two years and may not extend
beyond January 2, 2007, which is the end of the constitutionallenn of the Congress to which the Member is elected.
3. The monthly rent shall be $ ~.~ and is payable on or before the last day of each calendar monlh. Renl
payable under this LEASE shall be prorated on a daily basis for any fraction of a month of occupancy.
4. This LEASE may be tenninated by either party giving ~ days written notice to the other party. The
commencement date of such tennination notice shall be the date such nolice is delivered or, if mailed, the date such
notice is postmarked.
5. During the effective tenn of this LEASE, rent payments under paragraph 3 shall be remitted to the LESSOR by the
Chief Administrative Officer of the U.S. House of Representatives ("CAO") on behalf of the LESSEE.
6. The District Office Lease Attachment attached hereto is incorporated herein by reference, and this LEASE shall have
no force or effect unless and until accompanied by an execuled Dislrict Office Lease Aitachment.
7. Any amendments, additions, or modifications to this LEASE inconsistent with paragraphs I through 6 above shall
have no force or effect to the extent of such inconsistency.
8. This lease is entered into at fair market value as the result of a bona fide, arms-length, marketplace transaction.
Print Name (LESSOR I Landlord)
Print Name (LESSEE I Member of Congress)
LESSOR Signature
LESSEE Signature
,200-
,200-
(Date)
(Dale)
This District Office Lease must be accompanied by an executed District Office Lease Attachment.
V.S. J{ouse oj iR.!presentatives
Washington, D.C. 20515
Distriot Dffioo Loaso Attaohmont
(Page 1 of 3 -- version 1.09)
1. LESSOR (Landlord) and LESSEE (Member of Congress) agree that this District Office Lease Attachment
("A TT ACHMENT") is incorporated into and made part of the District Office Lease ("LEASE") to which it is
attached.
2. LESSOR expressly acknowledges that neither the U.S. House of Representatives ("HOUSE") nor its Officers
are liable for the performance of the LEASE. LESSOR further expressly acknowledges that payments made
by the Chief Administrative Officer of the HOUSE ("CAO") to LESSOR to satisfy LESSEE's rent obligations
under the LEASE -- which payments are made solely on behalf of LESSEE in support of his/her official and
representational duties as a Member of the U.S. House of Representatives -- shall create no legal obligation or
liability on the part of the CAO or the HOUSE whalsoever. LESSEE shall be solely responsible for the
performance of the LEASE and LESSOR expressly agrees to look solely to LESSEE for such performance.
3. Any amendment to the LEASE must be in writing.
4. LESSOR and LESSEE understand and acknowledge that the LEASE shall not be valid, and the CAO will not
authorize the disbursemenl of funds to the LESSOR, until the Administrative Counsel for the CAO
("Administrative Counsel") has reviewed the LEASE to determine that il complies with the Rules of the
HOUSE and the Regulations of the Committee on House Administration, and approved the LEASE by signing
below. LESSOR and LESSEE also understand and acknowledge that the Administrative Counsel must review
and approve any substantive amendments to the LEASE.
5. The LEASE is a fixed term lease with equal monthly installments for which payment is due at the end of each
calendar month. In the event ofa payment dispute, LESSOR agrees to conlacl the Office of Finance of the
HOUSE at 202,225,7474 to attempt to resolve the dispute before contacting LESSEE.
6. The term of the LEASE may not exceed the constitutional term of the Congress to which the LESSEE has been
elected.
7. Any provision in the LEASE purporting to require the payment of a security deposit shall have no force or
effect. Furthermore, any provision in the LEASE purporting to vary the dollar amounl of the rent specified in
the LEASE by any cost of living clause, operating expense clause, pro rata expense clause, elevator clause,
escalator clause, or any other adjuslment or measure during the term of the LEASE shall have no force or effect.
8. If either LESSOR or LESSEE terminates the LEASE under the terms of the LEASE, Ihe terminating party
agrees to promptly file a copy of any termination notice with the Office of Finance, U.S. House of
Representatives, 331 Ford House Office Building, Washington, D.C. 20515, and with the Administrative
Connsel, Office of the Chief Administrative Officer, U.S. House of Representatives, 217 Ford House Office
Building, Washington, D.C. 20515.
District orncØ Løasø Attachmønt(cont.)
(Page 2 of 3 - vers;on 1.0g1
9. LESSOR agrees to maintain in good order, at its sole expense, all public and common areas of the building
including, but not limited to, all sidewalks, parking areas, carpets, elevators, escalators, entryways, exits,
alleys, and other like areas. LESSOR also agrees to maintain, repair in good order, or replace as needed, at its
sole expense, all structural and other components of the premises including, but not limited to, roofs, ceilings,
walls (interior and exterior), floors, windows, doors, foundations, carpets, fixtures. and all mechanical,
plumbing, eleclrical and air conditioning/heating systems or equipment serving the premises. LESSOR shall be
liable for any damage, either to persons or property, sustained by LESSEE or any of his or her employees or
guests, caused by LESSOR's failure to fulfill its obligations under this paragraph.
10. LESSOR agrees that the Federal Tort Claims Act, 28 U.S.c. §§ 2671,80, satisfies any and all obligations on
the part of the LESSEE to purchase private liability insurance.
II. LESSOR agrees that neither LESSEE nor the HOUSE or any of the HOUSE's officers or employees will
indemnify LESSOR against any liability of LESSOR to any third party that may arise during or as a result of
the LEASE or LESSEE's tenancy.
12. LESSOR agrees to promptly notify LESSEE in writing in the event LESSOR sells, transfers or olherwise
disposes of the leased premises; in the event LESSOR is placed in bankruptcy proceedings (whether
voluntarily or involuntarily); in the event the leased premises is foreclosed upon; or in the event of any similar
occurrence. LESSEE shall promptly file a copy of any such notice with the Office of Finance, 263 Cannon
House Office Building, Washington, D.c. 20515.
13. LESSOR shall be solely responsible for complying with all applicable permitting and zoning ordinances or
requirements, and with all local and state building codes, safety codes and handicap accessibility codes
(including the Americans with Disabilities Act).
14.lfLESSOR permits the LESSEE to holdover, all terms of the LEASE (including the monthly rent) shall
continue unaltered during any period of such holdover tenancy. Thereafter, after any such holdover tenancy
begins, the LEASE may be terminated by either party giving 30 days written notice to the other party. The
commencement date of such termination notice shall be the date such notice is delivered or, if mailed, the date
such notice is postmarked.
15. LESSOR agrees to accept monthly rent payments by Electronic Funds Transfer and agrees to provide Ihe
Office of Finance, U.S. House of Representatives, with all banking information necessary to facilitate such
payments.
16. LESSOR shall promptly refund to the CAO, without formal demand, any payment made to the LESSOR by
the CAO for any period for which rent is not owed because Ihe LEASE has ended or been terminated.
District OfficI Løaaø Attachmønt(cont.)
(Page 3 of 3 - vecs;on 1.09)
17. The parties agree that any charges for default, early termination, or cancellation of the LEASE, which result
from actions taken by or on behalf of the LESSEE shall be the sole responsibility of the LESSEE.
18. In the event LESSEE dies, resigns, or is removed from office during the term of this LEASE, the Clerk of the
HOUSE may, at his sole oplion, either (a) terminale this LEASE by giving thirty (30) days written notice to
LESSOR, or (b) assume the obligations of the LEASE and continue to occupy the premises for a period not to
exceed sixty (60) days following the election of LESSEE's successor. In the event the Clerk elecls to
terminate the LEASE, Ihe commencement date of such thirty (30) day termination notice shall be the dale
such notice is delivered or, if mailed, the date on which such notice is postmarked.
19. Should any provision of this Attachment be inconsistent with any provision of the attached LEASE (or with
any subsequent or additional amendments thereto), the provisions of this Attachment shall control, and those
inconsistent provisions of the LEASE (or any subsequent or additional amendments thereto), shall have no
force and effect to the extent of such inconsistency.
20. Unless the clear meaning requires otherwise, words of feminine, masculine or neuter gender include all other
genders and, wherever appropriate, words in the singular include the plural and vice versa.
21. This lease is entered into at fair market value as the result of a bona fide, arms, length, marketplace transaction.
Print Name (LESSOR / Landlord)
Print Name (LESSEE / Member of Congress)
LESSOR Signature
LESSEE Signature
,200-
,200-
(Date)
(Date)
Tbis District Omee Lease Attachment and the attached LEASE have been reviewed and are approved,
pursuant to Regulations of the Committee on House Administration.
Signed
Date
,200_.
(Administtalivc Couo"l)
From the Member's Office, who should be contacted with questions?
Name
Phone L-)
e-mail
@mailhouse.gov