2013-17RESOLUTION NO. 2013 -17
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, L.C. 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 Luz Weinberg, who
moved its adoption. The motion was seconded by Commissioner Joel, and upon being
put to a vote, the vote was as follows:
Commissioner Enbar Cohen
yes
Commissioner Teri Holzberg
yes
Commissioner Billy Joel
yes
Commissioner Howard Weinberg
yes
Commissioner Luz Urbaez Weinberg
yes
Vice Mayor Michael Stern
yes
Mayor Susan Gottlieb
yes
Resolution No. 2013 - I r
Page 2
PASSED AND ADOPTED this 18th day of April, 2013.
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SAN GOTTL EB, MAYOR
ATTEST:
i
E ESA M. O , MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
i 4
ADMINISTRATIVE AND EDUCATIONAL SERVICES
AGREEMENT
among
CHARTER SCHOOLS USA, INC.,
and
CHARTER SCHOOLS USA AT AVENTURA, L.C.,
. and
CITY OF AVENTURA
for the
AVENTURA CITY OF EXCELLENCE SCHOOL
TABLE OF CONTENTS
1.
Recitals
2
2.
Definitions
2
3.
Term
4
4.
Charter School
4
5.
Services to be provided by CSUSA
4
6.
Responsibilities of the City
13
7.
Cooperation
20
8.
Additional Mutual Obligations
20
9.
Charter Schools Funding Resources
20
10.
Administrative and Educational Services Fees
20
11.
Insurance
20
12.
Indemnification
21
13.
Default
22
14.
Termination of this Agreement
23
15.
Transfer of Functions Upon Termination
25
16.
Entire Agreement
26
17.
Assignments
26
18.
Further Assurances
26
19.
Relationship of Parties
26
20.
Interpretations
26
21.
Time of the Essence
26
22.
Binding Effect
26
23.
Notices
27
24.
Headings
27
25.
Severability
28
26.
Waivers
28
27.
Outside Business
28
28.
Third Parties
28
29.
Jurisdiction and Venue
28
30.
Enforcement Costs
29
31.
Remedies Cumulative
29
32.
Contracts and Subcontracts
29
33.
Counterparts
30
34.
Governing Law
30
35.
Proprietary Information
30
36.
Sale or Transfer of interest in CSUSA
30
37.
Additional Audits
31
38.
Police /Regulatory Powers
31
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 2013, by and
among CHARTER SCHOOLS USA, INC., a Delaware corporation; CHARTER SCHOOLS
USA AT AVENTURA, L.C., a Florida limited liability company (collectively "CSUSA "); and
CITY OF AVENTURA ( "CITY "), a Florida municipal corporation.
WITNESSETH:
WHEREAS, at the July 3, 2001, City Commission meeting, the Commission
approved a Resolution selecting the firm of CSUSA to design, 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 to organize, manage, staff, operate and maintain the
Charter Elementary School that opened for the 2003 -2004 school year; and
WHEREAS, in December of 2004 the City and CSUSA agreed 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 performed at that time.; and,
WHEREAS, the current Agreement (the" Current Agreement ") with CSUSA expires
on June 30, 2013 and both parties wish to extend the Agreement, which is in the best
interests of the School, in order to continue to provide stability to the teachers and staff
and update the Agreement to reflect the current operations; 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:
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2
2.1 Agreement - The written agreement between CITY and CSUSA
covering the Services to be performed..
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 Manager - The City Manager or his designee (hereinafter referred
to as " City Manager ") of the City of Aventura, who has the authority on behalf of the CITY to
grant or deny approvals and perform the CITY's responsibilities required by this Agreement.
2.4 Administrative and Educational Services Agreement 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
Charter and all amendments thereto, , 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 Agreement.
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 2013-
2014 school year and thereafter.
2.6.2 The Current Agreement shall be applicable for all Services, as
defined in the Current 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 Current Agreement.
2.7 School — Aventura City of Excellence School or Charter School.
2.8 Services — Those activities that must be performed in connection with
the Charter School as set forth in this Agreement.
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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,
2018, unless terminated earlier pursuant to the provisions of this Agreement, subject to any
further obligations (including payment obligations) of the parties that survive termination.
The Agreement may be extended for an additional term up to five (5) years upon
agreement of both parties and provided the Miami -Dade County School Board extends the
Charter granted to the City.
4. Charter School. The Charter School is a K -8 school. 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 Consulting Services
5.1.1 Curriculum, Accountability and Testing and Sustainable
Performance. CSUSA shall:
5.1.1.1 Assist the School in the implementation of City- approved
curriculum for the Charter School that incorporates the performance -based State adopted
Standards and complies with the Administrative and Educational Services Agreement
Documents.
5.1.1.2 Assist the School in implementing appropriate programs
for Exceptional Student Education (ESE) students and Limited English Proficient (LEP)
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students, in accordance with federal and state laws, local policies and procedures, and the
Administrative and Educational Services Agreement Documents.
5.1.1.3 Upon the request of the School may assist in
implementing 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, , or other reporting or evaluation
requirements.
5.1.1.4 Assist the School in Evaluating 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 Assist the School in complying 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 Assist the School in ensuring that the Charter School's
program is consistent with the state education goals established by Florida Statute
1000.03(5).
5.1.1.7 Assist the School in making 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.
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 Committee 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, 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 Management.
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
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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 provisions of Section 32 of this Agreement and said
contracts and services shall comply with all applicable federal, State, local and Chartering
Entity laws, ordinances, rules and regulations.
5.2.2.2 Cafeteria Management and Food Service.
CSUSA shall coordinate, negotiate and administer, 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). The Food Service Sponsor shall appoint a designee to be responsible for
maintaining student applications and processing monthly reimbursements through the
DOE. CSUSA shall assist in the preparation of the NSLP application and 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 Lottery.
5.2.3.1 CSUSA shall be responsible for conducting any
lotteries, and shall ensure that the Charter School's enrollment , registration and lottery
processes are in compliance with Florida Statutes, the Administrative and Educational
Services Agreement Documents, and the Charter, as amended. As permitted by Florida
Statute, ACES will give preference to children of CITY residents.
5.2.4 Staff Recruitment.
CSUSA shall assist the School in recruitment efforts to target well - qualified and enthusiastic
administrative personnel, teachers and staff Notwithstanding the requirements of this
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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 Chartering 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
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.
5.2.5.3 Charter Renewal Services. CSUSA
acknowledges that CITY and the Chartering Entity entered into a Charter School contract
dated April 18, 2002 and covers a term of 15 years commencing July 1, 2003 and ending
on June 30, 2018. CSUSA acknowledges and agrees to complete all tasks necessary to
obtain a charter renewal from the Chartering Entity for the CITY, including but not limited to
planning, developing, writing an application for renewal of the Charter in order for the City
to successfully obtain the School's Charter renewal. The parties agree that a draft of the
application shall be submitted to the City not later than ninety (90) days prior to the due
date for submittal to the Chartering Entity. The draft shall be submitted in the agreed upon
format between the City and CSUSA so that the City may review and edit as required for
final submittal to the Chartering Entity.
5.2.6 Annual Financial Report and School Improvement Plan.
5.2.6.1 CSUSA shall provide to the CITY on a timely basis any
information required to prepare the Annual Financial Report and the School Improvement
Plan as required by Florida Law and the Charter as amended from time to time
5.2.7 Records Retention; Public Records.
5.2.7.1 CSUSA shall provide, protect, preserve, and maintain all
books, records and related documents of or affecting the Charter School, resulting from,
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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 Management.
5.3.1 Annual Budget. CSUSA shall assist the City Manager in the
preparation of a detailed annual budget (the "Charter School Annual Budget "). The Charter
School Annual Budget shall be finalized by April 30 of each year for presentation to the City
Commission.
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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 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 Management.
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, GSUSA shall 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. However, the City Manager reserves the right to develop a pay plan annually
for the teachers and staff provided by CSUSA and is obligated to fund same from the
Charter School fund Budget. 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
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
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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
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
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School are subject to the terms of this paragraph.
5.4.3 Training and Professional Development.
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. 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.
5.5 Technology Management.
5.5.1 Management Information Systems. On behalf of the Charter
School and with input from the CITY, CSUSA shall provide the following components and
functions of 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:
• Student Information System that provides for a lottery program, student
registration, maintenance of a waitlist, student scheduling, parent contact
information, reporting and discipline tracking.
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 CSUSA agrees during the first year of this Agreement that CSUSA IT staff will be
available to the CITY as a resource during the transition of various IT functions to the CITY.
Both parties agree that the IT individual employed by CSUSA at the School shall report to
the City's Information Technology Director. 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 for the design, development, implementation
and maintenance of the Charter School's web site, to which CSUSA shall be allowed to
link.
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5.6 Performance Criteria. The CITY and CSUSA shall agree to the
following minimum performance criteria:
5.6.1 Education Services
5.6.1.1 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.
b) The State of Florida A+ Plan Grade shall be no lower
than a "B ".
c) 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.
d) Achieve the measurable objectives specified in the
annual School Improvement Plan.
5.6.2 Development and Operations Management.
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 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 Management.
5.6.3.1. The audits if any 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.
5.6.4 Human Resources Management.
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, Any vacancy in a
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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. Upon request by the School, CSUSA shall make every
reasonable effort to provide a pool of applicants who meet the State certification
requirements.
5.6.4.3. 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 information and perform all other activities required of CSUSA
during the term of this Agreement to perform its responsibilities hereunder.
5.7.3 Legal Services. If requested by the City Manager, CSUSA
shall provide legal representation from the firm of Tripp Scott, P.A. on behalf of the School
in dealing with matters before the Miami -Dade County School Board. The City shall be
responsible for the costs associated with such representation requested by the City
Manager. However, The City acknowlesges that Tripp Scott, P.A. is counsel for CSUSA
and herein waives any conflict for legal services provided pursuant to this paragraph.
6. Responsibilities of the CITY. The CITY shall be responsible for the
following:
6.1 Education Management
6.1.1 Except as provided in Section 5.1.1.3 of this Agreement, the
School 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 School 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
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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 Commitee
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 Committe 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 Program /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 Management
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.
6.2.3.1 Coordination with the Chartering 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.
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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 asserted violation in fact exists, to correct any violation found to
exist, and vigorously contest the asserted violation if the same is found not to exist. No
changes will be made by 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, Equipment and Technology ( "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 CITY 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
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
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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 maintenance 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.
6.2.10 Technology Management. The CITY shall be responsible for
the following Technology functions at the School:
• The design, development, implementation and maintenance of the Charter
School's web site, to which CSUSA shall be allowed to link.
• Email service for all school staff and employees.
• Oversee and provide onsite IT support and troubleshooting including network
infrastructure, wireless management, hardware web filter management and
phone system.
• Recommending and purchasing all hardware and software required by the
School.
• Maintain a mass parent communication vehicle.
6.3 Financial Management.
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6.3.1 Annual Budget. 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 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 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 final 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 Raising Activities. The CITY shall be responsible for
fund raising activities on behalf of the Charter School, during the term of this Agreement,.
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 5.3.2 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 Payroll 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 Raising 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 raising activities and receive tax deductible contributions in
support of the Charter School and /or of education generally. CSUSA shall cooperate with
such tax - exempt organization as necessary and appropriate.
6.3.6 Funding 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
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
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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, 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 Charter School
expenditures as determined by a licensed auditor of the CITY, the Chartering Entity, or any
Department or Division of the State of Florida or Federal Government.,
6.4 Human Resource Manaaement.
6.4.1 Personnel Administration, Employee Benefits, and
Personnel Policies and Procedures. As specified in Section 5.4.2 of this 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.
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
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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 31 st
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 Obligations. The parties hereto shall actively and
diligently coordinate 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 Fundina Resources. All revenues, grants, and revenue
allocations received by or targeted to the Charter School, shall be directed to and retained
in the Charter School Fund, as established by the CITY.
10. Administrative and Educational Services Fees. Subject to annual
appropriations by the City Commission, the CITY shall pay CSUSA annual Administrative
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 annual
Administrative and Educational Services Fee shall be as follows:
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July 1, 2013 to June 30, 2014:$279,000
July 1, 2014 to June 30, 2018: 4.3% of the sum of student enrollment
July 1, 2018 and thereafter: To be negotiated
The funding for student enrollment, as adjusted, shall be the sum of district operating funds
from the Florida Education Finance Program (FEFP), including gross state and local funds,
discretionary lottery funds, and discretionary operating millage funds divided by total district
funded weighted full -time equivalent (WFTE) students times the weighted full -time
equivalent students of the Charter School and the Charter School's proportionate share of
categorical program funds included in the FEFP, less 5 %, and as may be adjusted for
factors including, but not limited to, changes in the number of enrolled students, state
holdbacks and state prorations, and a proportional share of any unfounded WFTE for
Group 2 programs. The calculation for the student enrollment shall include Capital Outlay
dollars but shall not include Race to the Top funds, A+ State Recognition funds, MAP
funding or transportation funding. The formula to determine sum of student enrollment shall
be Florida Education Finance Program + Capital Outlay less 5% School Board
Administration Charge. The sum of student enrollment fee shall not exceed $300 per
student.
All payments to CSUSA for the Administrative and Educational
Services Fee shall be paid on a monthly basis, with each payment representing 1/12 of the
annual Administrative and Educational Services Fee.
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 ").
11. Insurance. CSUSA shall maintain comprehensive general liability insurance
in the amount of Five Million and no /100 Dollars ($5,000,000.00) per occurrence combined
single limit and Five Million and no /100 Dollars ($5,000,000.00) in the aggregate, insuring
against property damage and personal injury and death occurring in connection with the
Charter School. In addition, CSUSA shall maintain workers compensation insurance in the
amount of the greater of Fifty Thousand and no /100 Dollars ($50,000.00) or the minimum
amount required by law.
'12. Indemnification.
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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
defend the same at its own expense and with its own counsel, provided however that the
CITY or CSUSA shall at all times have the right to participate in such defense at its own
expense.
12.4 If, within a reasonable amount of time after receipt of notice of a Third
Party Claim, the CITY or CSUSA shall fail to undertake to so defend, the party seeking
indemnification shall have the right, but not the obligation, to defend and to compromise or
settle (exercising reasonable business judgment) the Third Party Claim for the account and
at the risk and expense of the party responsible for indemnification hereunder. Each party
agrees to cooperate and to make available to the other party, such information and
assistance as may be reasonably requested in connection with the defense of a Third Party
Claim.
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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 Agreement, including, but
not limited to, a default in the due and punctual observance or performance of any
provision contained herein, within thirty (30) days after written notice to the defaulting party;
or
13.4 If CSUSA shall under such law as shall be applicable to it commence
any case or proceeding, or file any petition in bankruptcy, or for reorganization, liquidation
or dissolution, or be adjudicated, insolvent or bankrupt, or shall apply to any tribunal for a
receiver, intervenor, conservator or trustee for itself or for any substantial part of its
property; or if there shall be commenced against it any such action and the same shall
remain un- dismissed; or if by any act it shall indicate its consent to, approval of, or
acquiescence in any such proceeding, or the appointment of any receiver, intervener,
conservator or trustee for it or any substantial part of its property or shall suffer any of the
same to continue undischarged; or if it shall become subject to any intervention whatsoever
that shall deprive it of the management of the aggregate of its property or any substantial
part thereof; or if it shall wind up or liquidate its affairs or there shall be issued a warrant of
attachment, execution, or similar process against any substantial part of its property, and
such warrant, execution or process shall remain un- dismissed, unbounded or undischarged
for a period of ninety (90) days, this Agreement shall be deemed immediately terminated
upon the occurrence of such event; or
13.5 If the ownership of CSUSA shall be transferred or assigned, directly or
indirectly, without the prior written consent of the CITY, in violation of Section 36; or
13.6 If CSUSA uses funds not in accordance with the terms of this Agreement
including both negligent and fraudulent use of funds, or if CSUSA fails to obtain or maintain
any license, including the revocation of such license by an administrative or judicial body,
that may be required for CSUSA to carry on its business and perform its obligations and
functions under this Agreement. For purposes hereof, any fraudulent use of funds shall
include the use of funds by misrepresentation, concealment, nondisclosure, misleading
conduct, devices, or contrivance; or
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13.7 If any representation, statement, or warranty made in the Agreement by
CSUSA or the CITY is false, misleading, or breached in any material respect.
Upon the occurrence of an Event of Default, the non - defaulting party shall be entitled
to pursue all remedies available under law or equity, and in addition to such remedies, may
immediately terminate this Agreement with Cause in accordance with Section 14.1.
14. Termination of this Agreement. This Agreement may be terminated by the
parties as follows:
14.1 Termination with Cause or for Nonperformance. Upon the
occurrence of an Event of Default beyond applicable grace, notice and cure periods, the
non - defaulting party shall be entitled to terminate this Agreement with cause or for
nonperformance (hereinafter referred to as "Termination with Cause "), prior to the end of
the term, with seven (7) days prior written notice.
14.1.1 Termination with Cause may include, but is not limited to, failure
for CSUSA to account for its expenditures or to pay operating costs; failure to follow the
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
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, 2018, unless
terminated earlier in accordance with the provisions of Section 14 or as otherwise provided
for in this Agreement.
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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 term of this Agreement, or in the event this Agreement is
terminated pursuant to Section 14, or as otherwise indicated in this Agreement, CSUSA
agrees to cooperate with the CITY during the transition of operations of the Charter School
and for the transfer, within thirty (30) calendar days of such termination, of the documents
which relate to the planning, design, development and operating functions of the Charter
School (to the extent such documents are owned by the CITY) from CSUSA to the CITY or
an entity selected by the CITY. Such cooperation shall include, but is not limited, to:
15.1 Assignment, in accordance with Section 5.4.2 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.
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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, furniture, fixtures,
equipment, materials, software and hardware acquired for the Charter School by the CITY
and purchased by the CITY or through the use of funds designated for the Charter School,
to the CITY or an entity selected by the CITY.
15.6 The delivery of any and all Public Records in CSUSA's possession to the
CITY or an entity selected by the CITY.
15.7 Transfer of any and all other information owned by the CITY, or
provision of assistance, to ensure the least disruption of the continuing operations of the
Charter School as a result of the termination of this Agreement.
15.8 The provisions of Section 15 shall survive the termination of this
Agreement.
16. Entire Agreement. 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
amended, supplemented, or waived orally, but only by a writing signed by the parties and
making specific reference to this Agreement.
17. Assignments. 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.
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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. Binding 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:
or 23.3 to:
23.1 hand delivery;
23.2 registered or certified mail, return receipt requested;
23.3 overnight courier, or
23.4 facsimile with a hard copy followup pursuant to Sections 23.1, 23.2
If to CSUSA: Charter Schools USA at Aventura, L.C.
6245 N. Federal Highway, Suite 500
Fort Lauderdale, Florida 33308
Attention: Mr. Jonathan K. Hage, President
Fax: (954) 202 -2047
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With a copy to: Tripp Scott, P.A.
110 S. E. 6th Street, 15th Floor
Fort Lauderdale, Florida 33301
Attn: Edward J. Pozzuoli, Esq.
Fax: (954) 761 -8475
If to the City: Eric M. Soroka
City Manager
City of Aventura
19200 West Country Club Drive
Aventura, Florida 33180
Fax: (305) 466 -8919
With a copy to: Weiss Serota Helfman Pastoriza Cole & Boniske, P.L.
200 E. Broward Blvd.
Suite 1900
Fort Lauderdale, FL 33301
Attn: David Wolpin, Esq.
Fax: 954 - 764 -7770
or to such other address as any party may designate by notice complying with the terms of-
this Section. Each such notice shall be deemed delivered::
23.4.1'on the date delivered if by hand delivery or overnight courier,
23.4.2 on the date upon which the return receipt is signed or delivery is
refused or the notice is designated by the postal authorities as not deliverable, as the case
may be, if mailed; and
23.4.3 on the date of transmission with confirmed answer if by fax.
24. Headings. The headings contained in this Agreement are for convenience of
reference only, and shall not limit or otherwise affect in any way the meaning or
interpretation of this Agreement.
25. Severability. If any part of this Agreement or any other agreement entered
into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or
regulation, such provision shall be inapplicable and deemed omitted to the extent so
contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and
shall be given full force and effect so far as possible.
26. Waivers. The failure or delay of any party at any time to enforce this
Agreement shall not affect such party's right to enforce this Agreement at any other time.
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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 of the parties irrevocably and
unconditionally:
29.1 agrees that any suit, action or legal proceeding arising out of or relating
to this Agreement may be brought in the courts of record of the State of Florida in Miami —
Dade County or the court of the United States, Southern District of Florida in Miami —Dade
County.
29.2 consents to the jurisdiction of each such court in any suit, action, or
proceeding; and
29.3 waives any objection which it may have to the laying of venue of any
such suit, action, or proceeding in any of such courts.
30. Enforcement Costs. In the event of any controversy arising under or relating
to the interpretation or implementation of this Agreement or any breach thereof, the
prevailing party shall be entitled to recover all court costs, expenses, and reasonable
attorneys' fees (including, without limitation, all pre - trial, trial and appellate proceedings)
incurred in that action or proceeding, in addition to any other relief to which such party or
parties may be entitled.
31. Remedies Cumulative. No remedy herein conferred upon any party is
intended to be exclusive of any other remedy, and each and every such remedy shall be
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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 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 CITY with copies of all contracts,
subcontracts and agreements to ensure they comply with the foregoing.
33. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
34. Governina Law. This Agreement and all transactions contemplated by this
Agreement shall be governed by, construed, and enforced in accordance with the internal
laws of the State of Florida, without regard to principles of conflicts of laws.
35. Proprietary Information. The CITY agrees that CSUSA shall own all
copyrighted and other proprietary rights to all instructional materials, training materials,
curriculum and lesson plans, or any other materials created and developed by CSUSA, its
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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 current 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 whetherto approve of any such transfer, pledge, mortgage
or assignment, the City Manager may consider, without limitation:
36.1 whether the now current individual principals and managers 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.
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37. Additional Audits. In addition to the audits required pursuant to Section
5.3.2 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 /Regulatory Powers. CITY cannot, and hereby specifically does not,
waive or relinquish any of its regulatory approval or enforcement rights and obligations as it
may relate to regulations of general applicability which may govern the Charter School and
the facility, and any improvements or operations relative thereto. Nothing in this Agreement
shall be deemed to create an affirmative duty of CITY to abrogate its sovereign right to
exercise its police powers and governmental powers by approving or disapproving or taking
any other action: in accordance with its zoning and land use codes, administrative codes,
ordinances, rules and regulations, federal laws and regulations, state laws and regulations,
and grant agreements.
[SIGNATURES APPEAR ON THE NEXT PAGE]
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IN WITNESS WHEREOF, CITY and CSUSA have signed this Agreement in
triplicate. One counterpart each has been delivered to CITY and CSUSA.
ATTEST:
By:
Teresa M Soroka, MMC
City Clerk
APPROVED AS TO FORM:
CITY OF AVENTURA, FLORIDA
Eric M. Soroka, City Manager
By:
City Attorney
WITNESSES: CHARTER SCHOOLS USA AT
AVENTURA, L.C.
By:
Signature Jonathan K. Hage, President
Print Name
CHARTER SCHOOLS USA, INC.
By:
Signature Jonathan K. Hage, President
Print Name
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