2004-063
RESOLUTION NO. 2004-63
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.
Section 3.
This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner Holzberg, who moved
its adoption. The motion was seconded by Vice Mayor Cohen, and upon being put to a
vote, the vote was as follows:
Resolution No. 2004-63
Page 2
Commissioner Zev Auerbach
Commissioner Jay R. Beskin
Commissioner Bob Diamond
Commissioner Manny Grossman
Commissioner Harry Holzberg
Vice Mayor Ken Cohen
Mayor Jeffrey M. Perlow
yes
no
yes
yes
yes
yes
yes
PASSED AND ADOPTED th;, 16th da~~', 2004.
~ M. PERLow-,MAYOR
APPROVED AS TO LEGAL SUFFI9\ENCY:
y~
CITY ATTORNEY
EMS/tms
ADMINISTRATIVE AND EDUCATIONAL SERVICES
AGREEMENT
among
CHARTER SCHOOLS USA, INC.,
and
CHARTER SCHOOLS USA AT AVENTURA, LC.,
and
. CITY OF AVENTURA
for the
AVENTURA CITY OF EXCELLENCE SCHOOL
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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
Administrative and Educational Services 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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ADMINISTRATIVE AND EDUCATIONAL SERVICES AGREEMENT FOR THE
AVENTURA
CITY OF EXCELLENCE SCHOOL
THIS ADMINISTRATIVE AND EDUCATIONAL SERVICES AGREEMENT (the
"Agreement") is made and entered into as of the - day of , 2004, by and
among CHARTER SCHOOLS USA, INC., a Delaware corporation; CHARTER SCHOOLS
USA AT AVENTURA, LC., a Florida limited liability company (collectively "CSUSA"); and
CITY OF AVENTURA ("CITY"), a Florida municipal corporation.
WITNESSETH:
WHEREAS, there are no Miami-Dade County 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 growth in its school age population,
including that growth specifically resulting from the development of new residential
dwellings, issued RFP #01-06-01-2 to design, build, operate and maintain a Charter
Elementary School for the City of Aventura at 3333 N. E. 188th Street, Aventura, Florida;
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 for the CITY; and
WHEREAS, the CITY entered into the July 2, 2002 Management Agreement for the
Aventura Charter Elementary School (hereinafter referred to as "Elementary Agreement")
to organize, manage, staff, operate and maintain the Charter Elementary School that
opened for the 2003-2004 school year; and
WHEREAS, the CITY, having created and built new elementary student stations in
response to the growth resulting from the development of new residential dwellings,
thereby providing educational choice to its residents and assisting MDCPS in alleviating its
growing school capacity needs, now wishes to further preserve the quality of life for its
residents by the creation of a middle school component to the Charter Elementary School
that will provide additional public school capacity to mitigate the impact of new residential
development; and
WHEREAS, the CITY issued RFP #03-12-12-2 to design and build a middle school
wing addition to the Charter Elementary School; the City Commission, at its February 3,
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2004 meeting, approved a Resolution selecting the DEVELOPER to design and build the
middle school wing 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 County, Florida
(hereinafter referred to as "Chartering Entity") entered into a Charter School Contract that
was approved by the Chartering Entity on April 17, 2002 for the Charter Elementary School
(hereinafter referred to as the "Charter",) and have entered into the FIRST AMENDMENT
TO THE CHARTER SCHOOL CONTRACT approved by the Chartering Entity on July 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 900 students in grades
Kindergarten through 8, and reflect changes in state law or as otherwise desired by the
CITY and the Chartering Entity; and
WHEREAS, it is in the best interests of the CITY to amend the Elementary
Agreement 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 align CSUSA's responsibilities in connection with the Charter School to
reflect those it currently performs (hereinafter referred to as "Agreement"); 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 AQreement - The written agreement between CITY and CSUSA
covering the Services to be performed, including the Elementary Agreement; the
Agreement; and the Administrative and Educational Services Agreement Documents, as
hereinafter defined, and that ar~ 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 ManaQer - 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
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grant or deny approvals and perform the CITY's responsibilities required by this Agreement.
2.4 Administrative and Educational Services AQreement Documents-
The Administrative 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); the
RFP Response (as hereinafter defined), the Charter School Application for the Charter
School as approved by the Chartering Entity on December 12, 2001 and as amended by the
November 2003 submittal of the CITY adding the middle school component (hereinafter
referred to as "Charter Application"), applicable and/or surviving terms and conditions of the
Elementary Agreement and associated Management Agreement Documents, the Charter,
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, L.C. shall have joint and
several liability and responsibility to perform such obligation.
2.6
Effective Date of the AClreement.
2.6.1 This Agreement 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
Agreement is signed and delivered by the last of the two parties to sign and deliver. This
Agreement shall be applicable for all Services, as hereinafter defined, activities and
obligations necessary to, required by, or associated with the Charter School for the 2004-
2005 school year and thereafter.
2.6.2 The Elementary Agreement shall be applicable for all Services,
as defined in the Elementary Agreement, activities and obligations necessary to, required
by, or associated with the Charter School and the Charter, as amended, until the Agreement
becomes effective, and shall thereafter remain in effect for those obligations and
requirements that survive the Elementary Agreement.
2.7 Services - Those activities that must be performed in connection with
the Charter School as set forth ih 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
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Schools USA, Inc. to the CITY during the selection process.
2.9 Written Amendment - A written amendment of the Agreement and/or
the Administrative and Educational Services Agreement Documents, signed 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
contracted with, for the purpose of providing the Services in connection with the Charter
School in accordance with the terms of this Agreement. The term of this Agreement shall
commence as of the Effective Date of this Agreement and shall terminate on June 30,
2013, 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 the
elementary school that opened for the 2003-2004 school year and the middle school
commencing for the 2005-2006 school year. CSUSA shall perform its responsibilities
regarding 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 By CSUSA. CSUSA's fees hereunder shall
compensate it for the performance of the Services, as 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 Administrative and
Educational Services Agreement Documents and the approved Charter-School Annual
Budget (as hereinafter defined). It is the specific intent of the parties that the costs
associated with CSUSA's 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 ManaClement.
5.1.1 Curriculum, Accountability and Testinq and Sustainable
Performance. 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 Administrative 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
the Administrative and Educational Services Agreement Documents.
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5.1.1.3 Ensure a viable assessment program for mapping
student progress and provide for the administration of all tests/assessments to the
students, excluding state-required or Chartering Entity standard tests/assessments
provided to the Charter School by or through the Chartering Entity, that are required by or
associated with CSUSA's curriculum, educational programs, the School Improvement Plan,
the Annual Report, or other reporting or evaluation requirements. CSUSA shall ensure that
the Charter School is supplied with all required or necessary test materials including, as
appropriate, test booklets, answer sheets, calculators, practice materials, materials for
special populations (e.g., large print, Braille), rulers, administration manuals, and
scoring/norming information. CSUSA shall provide for such tests/assessments to be
administered in a timely fashion consistent with the publisher's specifications or the
requirements of the curriculum, educational programs, the School Improvement Plan, the
Annual Report, or other reporting or evaluation requirements and in conformance with
state law and appropriate policies and procedures related to test security and test
administration, as applicable. CSUSA shall ensure that Charter School personnel are
provided with appropriate training on test security and test administration policies and
procedures.
5.1.1.4 Evaluate the Charter School's success in achieving the
objectives stated in the Administrative and Educational Services Agreement Documents
and the School Improvement Plan on at least an annual basis.
5.1.1.5 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 Florida's System of School Improvement and Accountability, as
may be amended from time to time.
5.1.1.6 Ensure that the Charter School's program is consistent
with the state education goals established by Florida Statute 1000.03(5).
5.1.1.7 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
performance criteria as set forth in the Administrative and Educational Services Agreement
Documents and perform to the satisfaction of the CITY, as herein after defined in Section
5.6 of this Agreement.
5.1.2 Parent Activities.
5.1.2.1 At the request of the CITY, appropriate CSUSA staff
shall attend meetings of the School Advisory Board or other parent-teacher/community
organization to provide reports or information about the Charter School. In orderto facilitate
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scheduling, the CITY will periodically provide CSUSA with schedules of the anticipated
meeting dates of such organizations, to the extent available, as set forth in Section 6.1.2 of
this Agreement.
5.1.2.2. A Parent Survey substantially similar to that attached
as Exhibit "A" shall be conducted in the spring of each year.
5.2
Development and Operations ManaClement.
5.2.1 Public Relations. Any public relations performed by CSUSA
for the Charter School including, without limitation, community outreach, press releases
and media relations, shall be coordinated with and approved by the City Manager's Office.
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
coordinate, negotiate and administer those contracts for CSUSA Services to be performed
or provided by third parties 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 provisiQns 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.
5.2.2.2 Cafeteria ManaClement and Food Service.
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, 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 the Charter School Fund. The City shall serve as the Food
Service 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 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 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
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NSLP application and 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.
5.2.3 Student Recruitment, Reqistration 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 conducting the
enrollment and registration processes of the Charter School, including but not limited to
processing of applications and conducting any lotteries, and shall ensure that the Charter
School's enrollment and registration processes are in compliance with Florida Statutes, the
Administrative 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 studenUciassroom
teacher ratios in accordance with the Administrative and Educational Services Agreement
Documents. Notwithstanding the requirements of this paragraph, the CITY may conduct its
own marketing, public relations and recruitment efforts to attract personnel for Charter
School employment.
5.2.5 State, Local and School Board Compliance.
5.2.5.1 Coordination with the CharterinQ Entity. 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
providing the CITY, in a timely manner, with any and all information, data, materials,
documents, records, and submittals for or associated with the Services performed by
CSUSA, that are requested by or necessary for the CITY to coordinate with the
requirements of or comply with all reasonable requests of the Chartering Entity.
5.2.5.2 Compliance with Applicable 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
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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.
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
required by Florida Law, 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
annual school report pursuant to Section 1008.345, F.S.; financial records of the 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 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
additional reports and information required by this 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 Section
5.6.
The CITY 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 Chartering Entity, that will contain the measurable objectives that will
be pursued by the Charter School during that school year. The measurable objectives
specified in the School Improvement Plan shall be substantially as indicated in the
Administrative and Educational Services Agreement Documents unless otherwise
authorized by the CITY. CSUSA shall provide the City Manager with the proposed School
Improvement Plan at least one week prior to the due date established by the Chartering
Entity (currently the 3rd Monday in September). The CITY 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 copy to CSUSA.
5.2.7 Records Retention: Public Records.
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5.2.7.1 CSUSAshall provide, protect, preserve, and maintain all
books, records and related documents of or affecting the Charter School, resulting from,
required by, relative to or associated with the Services performed by CSUSA, that are not
proprietary to CSUSA (the "Public Records"), pursuant to the provisions of the Charter, as
amended, and Chapter 119, F.S. as amended from time to time.
5.2.7.2 In 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 professional liability insurance and auto liability. 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 employees that are employed at the
Charter School, in compliance with the Administrative and Educational Services Agreement
Documents and all applicable federal, state, local and Chartering Entity laws, ordinances,
rules and regulations.
The liability policy to be obtained by CSUSA will provide liability coverage for all
Services and programs at the Charter School provided, offered or held by CSUSA. All
insurance to be obtained by CSUSA will be with financially responsible insurance
companies licensed to do business in the State of Florida with a rating of.A 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 ManaQement.
5.3.1 Annual BudQet. CSUSA shall assistthe City Manager in the
preparation of a detailed annual budget (the "Charter School Annual Budget"). The
Charter School Annual Budget shall be finalized by May 10 of each year for presentation to
the City Commission. The budgets shall be substantially in accordance with the
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Administrative 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 CITY shall ensure that the Charter School Annual Budget is
submitted to the Chartering Entity in a timely manner consistent with the Charter.
5.3.2 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 otherfunding 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
during normal work hours, to prepare or assist in the preparation of CSUSA's grant
applications unless authorized by the City Manager, 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 grant applications.
5.3.3 Accountina, BudCletinQ & Financial ReportinQ. CSUSA shall
perform all accounting, financial management, and reporting functions for the Charter
School required by or associated with the Services to be performed by CSUSA, in
accordance with the Charter, 'as amended. 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 financial statements, information or reports relative to or associated with
the Services performed by CSUSA within twenty (20) days after the request is made.
CSUSA shall ensure that financial statements, information, or reports regarding 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
timely manner to be incorporated in the overall quarterly financial statements for submittal
by the CITY to the Chartering Entity in accordance with the Charter, as amended.
Upon request by the City, CSUSA shall additionally prepare or provide an annual financial
report, information, or alternate report, in a manner and format as determined by the City
Manager, as of June 30th of each year relative to or associated with the Services to be
performed by CSUSA. CSUSA shall ensure that the annual financial reports, information or
alternate reports are prepared in a timely manner, with such financial reports, information
or alternate reports needed for the Unaudited Statements to be provided to the City
Manager no later than July 15th of each year and the financial reports, information or
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alternate reports needed for the Audited Statements to be provided to the City Manager no
later than September 1 st of each year. The annual financial reports, information or
alternate reports provided by CSUSA shall be incorporated into the Charter School's
overall annual financial reports and, upon authorization of the City Manager for the
Unaudited Statements and authorization of the Aventura City Commission for the Audited
Statements, the CITY shall ensure that the Unaudited and Audited Statements are
submitted to the Chartering Entity in a timely manner consistent with the Charter, as
amended.
5.3.4 Audits. 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
timely manner.
5.4
Human Resource ManaQement.
5.4.1 Payroll 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 or failure to pay shall be borne by CSUSA and
shall be the sole obligation and responsibility of CSUSA. CSUSA shall be responsible for
submitting to the City Manager reimbursement for CSUSA employees employed at the
Charter School in a form acceptable to both parties.
5.4.2 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 the Charter
School to be operated in conformance with the Administrative and Educational Services
Agreement Documents and the Charter School budget. CSUSA shall determine, in its sole
discretion, the benefits that will be provided to such personnel and shall administer the
provision of such benefits. No disciplinary action shall be initiated by the CITY against any
CSUSA employee assigned to the Charter School without the prior written approval of
CSUSA, or as otherwise established in written CSUSA-approved procedures, provided
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12
however that the City Manager shall have the right, at any time, to make recommendations
to CSUSA regarding disciplinary matters, including possible termination, of the full-time and
part-time personnel assigned to the Charter School. CSUSA will consider such
recommendations of the City Manager and act in accordance with their responsibilities. At
the end of each school year, the CITY shall have the right to have any CSUSA employee
not reassigned to the Charter School for the subsequent school year, and such non-
renewal of assignment shall not be considered a disciplinary action subject 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 key personnel (Key City Personnel), as determined
in the CITY's sole judgment, shall be employees of the CITY and selected by the City
Manager. The CITY will establish job descriptions, salaries and benefits for the Charter
School Principal and Key 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 recruiting efforts for qualified personnel for these positions, for
selection by the City Manager. The parties agree that the Charter School Principal and
CSUSA will work together to perform their respective responsibilities for,the day-to-day
operations of the Charter School and for carrying out the mission of the Charter School
based on the goals and objectives as stated in the Administrative and Educational Services
Agreement 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
shall commit such funds from its Administrative 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
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13
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.
5.4.3 TraininQ and Professional Development. CSUSA shall be
responsible for the training and continuing education of its educational faculty, including
CSUSA administrators and State of Florida certified teachers associated with the Charter
School. CSUSA shall be responsible for implementing and monitoring professional
development activity requirements applicable to CSUSA administrative and instructional
personnel associated with the Charter School. CSUSA shall also be responsible for
providing the Charter School Principal and Key City Personnel the training, continuing
education, and on-going professional development necessary for their successful
implementation and operation of CSUSA's educational programs, curricula, academic
design, and other CSUSA Services. The training, continuing education, and on-going
professional development to be provided by CSUSA shall not be scheduled or provided
during normal work hours or in a manner that would interrupt the educational process,
unless otherwise authorized by 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 exploring the development of an affiliation with an accredited
college or university in the State of Florida for the purpose of teacher traif}ing, education,
recruitment and development of curriculum.
5.4.4 Administrator and Teacher Evaluation and Assessment.
CSUSA shall provide the Charter School with an Administrator and Teacher Evaluation and
Assessment system, in accordance with the Administrative and Educational Services
Agreement Documents, that shall be used by the Charter School Principal for the
evaluation and assessment of CSUSA employees employed by or associated with the
Charter School. Any modifications to the CSUSA-provided Administrator and Teacher
Evaluation and Assessment system shall be jointly approved by CSUSA and the CITY.
5.5
TechnoloClY ManaQement.
5.5.1 Mar1aQement Information Systems. On behalf of the Charter
School and with input from the CITY, CSUSA 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 Administrative and Educational Services
Agreement Documents. CSUSA shall, in coordination and cooperation with the CITY and in
accordance with Sections 6.2.4 and 6.2.5 of this Agreement, design, install, implement and
administer a MIS for the Charter School, consistent with the Charter School's purpose and
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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 CITY for the following functions: Payroll/Personnel, 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 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. The CITY shall be responsible forthe design, development,
implementation and maintenance of the Charter School's web site, to which CSUSA shall
be allowed to link.
5.6 Performance Criteria.
following minimum performance criteria:
The CITY and CSUSA shall agree to the
5.6.1 Education ManaQement.
5.6.1 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
established attendance boundaries (currently, Highland Oaks and Ojus Elementaries, and
Highland 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.
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c) Beginning in the 2004-2005 school year, the State of
Florida A+ Plan Grade shall be no lower than a "8".
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 objectives specified in the
annual School Improvement Plan.
5.6.2 Development and Operations ManaClement.
5.6.2.1 The number of enrolled students, as defined in Section
10, shall be 95% of the number of students allowed under the Charter, as amended.
5.6.2.2 The year-to-year student retention rate shall be 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
Charter School's exit grade level, failure of the parenUguardian to fulfill contracted parent
volunteer hours, repeated dis'Cipline 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.
5.6.2.3. 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
friend" is 90% for each year.
5.6.3. Financial ManaQement.
5.6.3.1. The audits required by State Law and the Charter, as
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 by CSUSA, as applicable.
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5.6.4 Human Resources ManaQement.
5.6.4.1. Class size and student/classroom teacher ratios shall
be maintained throughout the school year in accordance with the requirements of
applicable federal or state law (e.g., Class Size Amendment), if any, but not to exceed 20: 1
for Kindergarten and 25:1 for Grades 1 through 8. Any vacancy in a classroom teacher
position that results in an increase to the student/classroom 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.
5.6.4.2. CSUSA shall make every reasonable effort to provide a
pool of applicants with experience levels such that the Charter School's instructional staff
can 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 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.
5.6.4.3. Beginning in the 2005-2006 school ye.ar, 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 reassigned, or who are dismissed for cause and as adjusted for mobility, shall be 80%.
5.7
Other.
5.7.1 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.
5.7.2 Other Activities. CSUSA shall be responsible for ensuring that
the Services comply with the terms and conditions of the Charter, as amended, and shall,
in a timely manner, provide info~mation and perform all other activities required of CSUSA
during the term of this Agreement to perform its responsibilities hereunder.
6.
following:
Responsibilities of the CITY. The CITY shall be responsible for the
6.1
Education ManaQement
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17
6.1.1 Except as provided in Section 5.1.1.3 of this Agreement, the
CITY shall administer all standard tests/assessments to the students that are required by
law or Chartering Entity policy, and shall ensure that students at the Charter School
participate in all assessment programs in which the Chartering Entity's students in
comparable grades/schools participate. The CITY will administer all such required
tests/assessments in a timely fashion consistent with the State's and Chartering Entity's
testing schedule and in conformance with the State's and Chartering Entity's policies and
procedures related to test security and test administration. The Charter School's testing
administrator will attend all test administration training sessions provided by the Chartering
Entity and shall follow all Florida Department of Education Testing Guidelines specified in
the Test Administration Manuals, as well as, the District Standards for Test Administration
and Security.
6.1.2 Parent Activities. The CITY shall coordinate and oversee all
organized parental involvement, shall work with the approved School Advisory Board and
any parent-teacher organization established for the purposes of furthering the goals of the
Charter School, and shall coordinate parent, teacher and student organizations. As
provided in Section 5.1.2.1 of this Agreement, at the request of the CITY, appropriate
CSUSA staff shall attend meetings of the School Advisory Board or other parent-
teacher/community organization to provide reports or information about the Charter School.
In order to facilitate scheduling, the CITY will periodically provide CSUSA with schedules of
the anticipated meeting dates of such organizations, to the extent available.
6.1.3 Extracurricular ProQram/Activities. The CITY shall
determine, establish, staff, operate and administer the extracurricular programs/activities
that will be offered at the Charter School, including but not limited to, before and after
school programs/activities. .
6.1.4 Summer School. The CITY shall determine, establish, staff,
operate and administer the summer school program, if any, that will be offered at the
Charter School.
6.2 Development and Operations ManaClement
6.2.1 Public Relations. The CITY shall coordinate all official public
relations for the Charter School including, without limitation, community outreach, press
releases and media relations. '
6.2.2 Transportation. The CITY shall be responsible for contracting
with public or private entities or individuals for the provision of transportation.
6.2.3 State, Local and School Board Compliance.
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6.2.3.1 Coordination with the CharterinQ Entity. 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. Unless otherwise authorized by the City
Manager, the CITY shall be responsible for submitting all documents and reports requested
or required by the Chartering Entity, the Charter, as amended, and all applicable federal,
state, local and Chartering Entity laws, ordinances, rules and regulations, including, but not
limited to the School Improvement Plan, Annual Report, Annual Budget and Annual Audit.
In accordance with Section 5.2.5.1 of this Agreement, CSUSA shall be responsible for
providing the CITY, in a timely manner, with any and all information, data, materials,
documents, records, and submittals for or associated with the Services performed by
CSUSA, that are requested by or necessary for the CITY to coordinate with the
requirements of or comply with all reasonable requests of the Chartering Entity.
6.2.3.2 Compliance with Applicable Law. Except as
provided in Section 5.2.5.2 of this Agreement, the CITY shall be responsible for ensuring
that the Charter School complies with all applicable federal, state, local and Chartering
Entity laws, ordinances, rules and regulations.
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 assérted 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 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.
6.2.4 Furniture. Fixtures, ECluipment and TechnoloQY ("FFE&T"). The
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 CIT.Y for obtaining, ordering and purchasing any FFE&T
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 obtaining any FFE&T to be
utilized in or by 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, order(s) for FFE& T necessary for the performance of CSUSA's
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Services shall be in compliance with the written instructions from CSUSA unless mutually
agreed otherwise.
6.2.5 Books and Supplies. The 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
obtaining, ordering and purchasing any 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 obtaining any books and supplies to be utilized in or by 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, 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.
6.2.6 Records Retention: Public Records. The CITY shall provide,
protect, preserve, transfer and maintain both active and archival records for current/former
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 Agreement, the
CITY shall ensure that the Charter School complies with all insurance requirements set
forth by the Chartering Entity.
6.2.8 Facility Maintenance. The CITY shall be responsible for custodial
services and ordinary repair and maintenance concerning the day-to-day operation of the
Charter School, and shall be responsible for all other repair and maintenance, including but
not limited to ground maintenMce and maintenance of the physical plant. CSUSA shall be
responsible for, and pay for, any and all repairs or replacements necessary relative to 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.
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 ManaQement.
6.3.1 Annual BudClet. The City Manager, with assistance and
cooperation of CSUSA as specified in Section 5.3.1 of this Agreement, shall prepare and
submit to the City Commission the "Charter School Annual Budget" by May 10 of each
year. The budgets shall include, as appropriate, the total number of student stations forthe
coming academic year, all capital purchase requests, lease payments, debt repayments
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and/or cash loans required, operating revenues and operating expenditures for the
respective school year.
The parties shall work cooperatively together on any and all budgetary matters and issues
prior to the submission of the proposed budget to the Aventura City Commission. The
parties agree that it is the intent of this provision that they jointly prepare and submit a
balanced budget and that any and all budgetary issues and matters be resolved between
CSUSA and the City Manager prior to the Aventura City Commission's review and
consideration of same.
The final agreed proposed Charter School Annual Budget shall be submitted
to the Aventura City Commission for approval no later than May 10 of each year. The CITY
shall ensure that the Charter School Annual Budget is submitted to the Chartering Entity in
a timely manner consistent with the Charter, as amended.
6.3.2 Fund RaisinCl Activities. The CITY shall be responsible for fund
raising activities on behalf of the Charter School, during the term of this Agreement, and
CSUSA shall coordinate and cooperate with the CITY with such fund raising 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 Agreement, 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 timely manner. The CITY shall ensure that the annual audit.is submitted to
the Chartering Entity in a timely manner consistent with the Charter, as amended.
6.3.4 Pavroll' Administration. The CITY shall prepare, maintain,
administer, and report all payroll of CITY 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.
6.3.5 Tax Exempt Fund RaisinQ Activities. If the CITY concludes it is
appropriate to do so, the Charter School may seek to establish a separate tax-exempt
organization to conduct fund ra~sing 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.
6.3.6 FundinCl 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
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21
expended by the CITY, 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.
6.3.6.1 Procedure for Payment. In order to receive funds from
the CITY pursuant to this Section, CSUSA shall prepare and submit invoices to the City
Manager, which shall include the fund(s) for which CSUSA is seeking payment. 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 seeking payment,
CSUSA shall submit invoices to the City Manager and such other expenses shall be
deemed due, subject to the provisions of Section 10 for Administrative and Educational
Services Fees, upon approval by the City Manager after receipt by the CITY of the 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 Çharter 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.
6.4
Human Resource Management.
6.4.1 Personnel Administration, Employee Benefits. and
Personnel Policies and Procedures. As specified in Section 5.4.2 ofthis Agreement, the
Charter School Principal and Key City Personnel, as determined in the CITY's sole
judgment, shall be employees of the CITY and selected by the City Manager. The CITY will
establish job descriptions, salaries and benefits for the Charter School Principal and Key
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
recruiting efforts for qualified personnel for these positions, for selection by the City
Manager. The parties agree that the Charter School Principal and CSUSA will work
together to perform their respective responsibilities for the day-to-day operations of the
Charter School and for carrying out the mission of the Charter School based on the goals
and objectives as stated in the Administrative and Educational Services Agreement
Documents.
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6.5 Charter School Department. The CITY has established a Charter
School Department which is 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.
6.6 Annual Review of Performance Criteria. No later than October 3151
of each year, the CITY and CSUSA shall review the minimum performance criteria
established in Section 5.6, 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 Administrative 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 contemplated in the Administrative 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 Section 5.6.1 shall be based for the subsequent school year.
6.7 Other Activities. The CITY shall be responsible for providing all
information and performing 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
from the Chartering Entity necessary 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
diligently coordinate grant writing; community involvement; responsiveness and response
to compliance to all federal, state, and local rules and 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 established in the Administrative and
Educational Services Agreement Documents.
9. Charter Schools,FundinQ 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. Administrative and Educational Services Fees. Subject to annual
appropriations by the City Commission, the CITY shall pay CSUSA annual Administrative
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and Educational Services fees for the performance by CSUSA of its responsibilities as
provided in this Agreement as follows:
10.1 Administrative and Educational Services Fee. The base
Administrative and Educational Services Fee shall be as follows:
July 1, 2004 through December 31, 2004
July 1, 2006 and thereafter
11 % of the funding for student
enrollment, as adjusted.
9% of the funding for student
enrollment, as adjusted.
7% of the funding for student
enrollment, as adjusted.
6% of the funding for student
enrollment, as adjusted.
January 1, 2005 through June 30, 2005
July 1, 2005 through June 30, 2006
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 hold backs and state prorations, and a proportional share of any unfounded
WFTE for Group 2 programs.
All payments to CSUSA for the base Administrative and Educational
Services Fee shall be paid and deemed earned pro-rata by CSUSA on a monthly basis,
beginning July 1, 2004, with each payment representing 1/12 of the annual base
Administrative 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 the first payment
to CSUSA shall include retroactive payments to July 1, 2004, if any, and provided further,
that the final monthly payment of each year shall be paid upon the Chartering 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
10.2 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, including grants and
donations (the "Additional Revenues"). CSUSA shall be entitled to an amount equal to ten
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24
percent (10%) of all revenues received from Additional Revenues attained from non-
governmental entities that are directly attributable to CSUSA's efforts.
11. Insurance. CSUSA shall maintain comprehensive general liability insurance
in the amount of Five Million and no/1 00 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
Agreement with respect to any claims based on acts or conditions that occurred or accrued
prior to such expiration or termination.
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
Agreement with respect to any claims based on acts 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
11/8/04
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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 oftime 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 forthe 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, as 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
13.3 Failure to remedy a material breach of this Agreemení, 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 (90) days, this Agreement shall be deemed immediately terminated
upon the occurrence of such event; or
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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,
misleading conduct, devices, or contrivance; or
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 ofthis AClreement. This Agreement may be terminated by the
parties as follows:
14.1 Termination with Cause or for Nonpeñormance. 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
policies, procedures, rules, regulations or City-approved curriculum as adopted by CSUSA.
14.1.2 Notwithstanding the foregoing, the failure to obtain anyone of
the performance criteria in Section 5.6 of this Agreement, shall be cause for the CITY to
terminate this 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 revocation of the Charter, as
amended, by the Chartering Entity, shall be cause for the CITY to terminate with cause this
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
11/8/04
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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, 2013, 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
impact the ability to staff, operate or maintain the Charter School substantially in
conformance with the Administrative and Educational Services Agreement Documents,
including 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 the
Administrative and Educational Services Agreement Documents, including 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
one (1) year 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 terr:n 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:
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15.1 Assignment, in accordance with Section 5.4.2 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
for the operation of 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 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, fumiture, fixtures,
equipment, materials, software and hardware acquired for the Charter School by the CITY
and purchased by the CITY orthrough the use offunds designated forthe 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 AQreement. This Agreement and all documents contemplated herein
including the Administrative 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
11/8/04
29
amended, supplemented, or waived orally, but only by a writing signed by the parties and
making specific reference to this Agreement.
17. AssiQnments. 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.
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 maintained as a fully operational
Charter School in compliance with the Administrative 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. BindinCl 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;
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30
23.2 registered or certified mail, return receipt requested;
23.3 overnight courier, or
or 23.3 to:
23.4 facsimile with a hard copy followup pursuant to Sections 23.1, 23.2
If to CSUSA:
With a copy to:
If to the City:
With a copy to:
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
Tripp Scott, PA
110 S. E. 6th Street, 15th Floor
Fort Lauderdale, Florida 33301
Attn: Edward J. Pozzuoli, Esq.
Fax: (954) 761-8475
Eric M. Soroka
City Manager
City of Aventura
19200 West Country Club Drive
Aventura, Florida 33180
Fax: (305) 466-8919
Weiss Serota Helfman Pastoriza & Guedes, PA
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
Attn: Steven W. Zelkowitz, 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.
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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
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
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32
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.
32. Contracts and Subcontracts CSUSA may contract and/or subcontract for
the performance of any of its responsibilities set forth in this Agreement, subject to notice
to the CITY, such notice to indicate if the contract and/or subcontract will provide for
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 fortheir 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 CITY with copies of all contracts,
subcontracts and agreements to ensure they comply with the foregoing.
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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. GoverninCl 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 specifically identified by CSUSA in writing as being copyrighted or
proprietary, provided however that any such materials prepared or developed by Charter
School staff as a responsibility of their school position, during normal work hours, or during
time for which the individual is being paid from Charter School funds shall not be
copyrighted or proprietary to CSUSA unless authorized by the City Manager.. CSUSA
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 for the 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 curren! ownership form and in reliance on the expertise of the
current principals and owners of CSUSA, including Jonathan Hage. No substantial change
in ownership or any other form of control of CSUSA 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
11/8/04
34
or assignment, the City Manager may consider, without limitation:
36.1 whether the now current individual principals and managers of CSUSA
will continue to retain total responsibility for the performance of CSUSA
Services for 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
5.3.4 of this Agreement, the CITY shall have the right, at any time 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
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/ReQulatorv 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
35
IN WITNESS WHEREOF, CITY and CSUSA have signed this Agreement in
triplicate. One counterpart each has been delivered to CITY and cSUSA.
By:
CITY OF AV~RA, FLORID
By: ~
Eric M. Soroka, ity Mager
APP~VEDM~~
By: h
City Attorney
CHARTER SCHOOLS USA AT
AVENTURA, LC.
{L:
Jonathan K. Ha
WITNESSES:
Print Name
i \/~~~
~~ature
L () r' n tL j)ðLn It L1
Print Name
CHARTER SCHOOLS USA, INC.
B' ¡¿?
Jonathan K. Ha ,President
11/8/04
36