Resolution No. 2017-40 Professional Consulting Services with CMCS Consulting Services LLC - July 18, 2017 RESOLUTION NO. 2017-40
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, AUTHORIZING THE MAYOR TO EXECUTE THE
ATTACHED AGREEMENT FOR PROFESSIONAL CONSULTING
SERVICES BY AND BETWEEN CMCS CONSULTING SERVICES, LLC
AND THE CITY OF AVENTURA; PROVIDING FOR AN EFFECTIVE
DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The Mayor is hereby authorized on behalf of the City of Aventura to
execute and otherwise enter into the attached Agreement for Professional Consulting
Services between the City of Aventura and CMCS Consulting Services, LLC for the
proposed Aventura Charter High School, ACES Charter renewal, and transitional
support.
Section 2. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner Narotsky, who moved its
adoption. The motion was seconded by Commissioner Landman, and upon being put to
a vote, the vote was as follows:
Commissioner Denise Landman Yes
Commissioner Dr. Linda Marks Yes
Commissioner Gladys Mezrahi Yes
Commissioner Marc Narotsky Yes
Commissioner Robert Shelley Yes
Vice Mayor Howard Weinberg Yes
Mayor Enid Weisman Yes
City of Aventura Resolution No. 2017-40
PASSED AND ADOPTED this 18th day of July, 2017.
..i.;ENID WEISMAN, MAYOR
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ATTEST:
ELLISA L. HORVAT Cr
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
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CITY ATTORNEY
CITY OF AVENTURA
AGREEMENT
FOR PROFESSIONAL SERVICES
This Agreement is made and entered into this 18th day of July, 2017, by and
between the City of Aventura, a municipal corporation of the State of Florida ("City"), and
CMCS Consulting Services, LLC ("Contractor"), collectively referred to as the Parties.
IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH IN THIS
AGREEMENT, THE PARTIES AGREE, AS FOLLOWS:
WHEREAS, Eric M. Soroka, Contractor's project coordinator, will be retiring from the City
on January 5, 2018 , after having served as Aventura's first City Manager for the past 21
years; and
WHEREAS, the City Commission desires to retain the professional consulting services
(the "Services") of Contractor to facilitate the successful development and
commencement of operation of the proposed Aventura Charter High School, and also to
provide additional consulting services in the field of ACES Charter Renewal and
administrative support (the "Additional Services") to assist in a smooth transition of city
operations to the next city manager (the "Next City Manager") for the City.
I. SCOPE OF SERVICES.
A. Contractor shall perform the following services that relate to the proposed
Charter High School:
• Oversee the Planning Agreement with Charter School USA to
facilitate the successful opening of the proposed Charter High
School in August 2019, or such date that would coincide with the
opening.
• Negotiate on behalf of the City, a Charter School contract with the
School Board of Miami-Dade County and Management Agreement
with an Education Company for approval by the City Commission of
the City of Aventura.
• Monitor the design and construction contracts including
recommending pay requests to facilitate the successful opening of
the proposed Charter High School on or about August 2019.
• Monitor and recommend the purchase and pay requests for FF&E,
technology and books in accordance with budget amounts
4 established by the City Commission.
• Act as the City's representative on matters related to the Planning
Agreement with Charter School USA and on matters with the School
Board of Miami-Dade County for the proposed Charter High School.
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• Provide monthly reports or as sooner needed to the City Commission
on the progress of the proposed Charter High School.
• Meet with the City Commission, City staff, representatives of the
School Board of Miami-Dade County and Charter School USA, as
needed.
B. Contractor shall perform the following services that relate to the renewal of
the Aventura City of Excellence School Charter School Contract and
Administrative and Educational Services Agreement:
• Negotiate on behalf of the City, the renewal of the Charter School
Contract with the School Board of Miami-Dade County for approval
by the City Commission of the City of Aventura.
• Negotiate on behalf of the City, the renewal of the Administrative and
Educational Services Agreement with Charter School USA for
approval by the City Commission of the City of Aventura.
• Attend all meetings as required with the City Commission, City staff,
representatives of the School Board of Miami-Dade County and
Charter School USA as needed.
C. Contractor shall perform transitional consulting services and respond to
institutional knowledge questions as required by the Next City Manager
including educating the Next City Manager on his/her role within the charter
schools operated by the City.
D. Eric M. Soroka shall serve as the project coordinator for Contractor for the
performance of the Services and the Additional Services. The Next City
Manager shall serve as the City's contract administrator for the
administration of this Agreement. Contractor shall perform the Services
and the Additional Services in coordination with the Next City Manager and
at a schedule reasonably approved by the City Commission or Next City
Manager.
II. COMPLETION OF SCOPE OF SERVICES; TERM
Contractor shall perform the Services and the Additional Services to City's
reasonable satisfaction in accordance with this Agreement. The term of this
Agreement shall commence on January 6, 2018 and shall remain in full force and
effect until September 1, 2019, unless terminated sooner, with or without cause, upon
thirty (30) days advance written notice by Contractor or the City Commission. The
parties agree that they may extend the term of the Agreement to coincide with the
opening of the Charter High School if the school does not open on or about August
2019. Likewise, the commencement date of the term of this Agreement will be
delayed to the date which is immediately after the date of Eric M. Soroka's retirement
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as City Manager in the event that his retirement is delayed, upon mutual agreement,
at the request of the City Commission.
III. FEE FOR SERVICES
For satisfactory performance of Services, Contractor shall be paid
compensation of Six Thousand Two Hundred Fifty Dollars ($6,250) per month of the
term. Such fees shall be due and payable on the 20th day of each month pursuant to
proper monthly invoices. This fee shall commence on January 6, 2018, unless
otherwise provided under the circumstance addressed by the last sentence of Section
(2) above. The Contractor shall also be reimbursed for authorized expenses which are
reasonably incurred, not to exceed $3,000 per year. The City Commission may award
a performance bonus at its sole discretion.
IV. INDEPENDENT CONTRACTOR STATUS
Contractor is being engaged to provide Services and Additional Services to the
City as an independent contractor, and not as an agent or employee of the City (other
than as an agent as expressly provided in Section VII(B) below). Accordingly,
Contractor, its employees, and agents shall not attain nor be entitled to any rights or
benefits of the City, nor any rights generally afforded employees of the City.
Contractor further understands that Florida Workers' Compensation benefits available
to employees of the City are not available to Contractor, its employees, and agents,
and agrees to provide workers' compensation insurance to the extent required by
applicable law for any employee or agent of Contractor rendering Services or
Additional Services to the City under this Agreement.
V. TRANSITION
City agrees to allow Contractor to retain possession of the City issued
Microsoft Surface Laptop after Contractor's project coordinator leaves City employ
on January 5, 2018. Provided however, that any correspondence on said computer
pertaining to city business will be copied to the city server to retain under the public
records act.
VI .INSURANCE
Contractor shall at all times carry professional liability or general liability
insurance, and workers' compensation insurance (if required by applicable law),
each in an amount and type which is reasonably approved by City's Finance Director,
including the requirement to name the City and its officers, employees, and agents,
as additional insured on the Contractor's liability insurance policy.
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VII. INDEMNIFICATION
A. Contractor shall indemnify, defend, and hold harmless City, its officers,
officials, agents, and employees from and against any and all liability, suits,
actions, damages, costs, losses and expenses, including reasonable
attorneys' fees, demands and claims for personal injury, bodily injury or
death or damage or destruction of property, arising out of the intentional
misconduct of Contractor, its agents, employees or subcontractors in the
Contractor's performance of Services and Additional Services pursuant to
this Agreement.
B. Contractor shall be protected from personal liability for tort claims related
to the performance of the Services and Additional Services to the fullest
extent authorized by Section 768.28 (9) (a), Florida Statutes as an agent
of the City for the limited purposes of this Section VII (B). This provision is
intended to provide that Contractor would be protected from tort claims and
suits by third parties to the same extent as a city agent or employee would
be protected, without impairing the applicability and coverage provided by
the insurance provided by Contractor under Section (6) above.
C. Nothing in this Agreement shall be deemed or treated as a waiver by the
City of any immunity to which it is entitled by law, including but not limited
to the City's sovereign immunity as set forth in Section 768.28, Florida
Statutes.
VIII.ASSIGNMENT
This Agreement shall not be assignable by the City or Contractor.
IX.PROHIBITION AGAINST CONTINGENT FEES
Contractor warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for Contractor, to solicit or
secure this Agreement, and that it has not paid or agreed to pay any person(s),
company, corporation, individual, or firm, other than a bona fide employee working
solely for Contractor, any fee, commission, percentage, gift, or any other
consideration, contingent upon or resulting from the award or making of this
Agreement.
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X. ENTIRE AGREEMENT
The Parties hereby agree that this is the entire Agreement between the
Parties. This Agreement cannot be amended or modified without the express written
consent of the Parties. The City Commission shall act for the City hereunder.
XI. WARRANTIES OF CONTRACTOR
Contractor hereby warrants and represents that at all times during the term of
this Agreement, it shall comply with all applicable laws and maintain in good standing,
all required licenses, certifications, and permits required under federal, state, and
local laws necessary to perform the Services and Additional Services .
XII.NOTICES
All notices and communications to the City or Contractor shall be in writing
and shall be deemed to have been properly given if transmitted by registered or
certified mail or hand delivery. All notices and communications shall be effective
upon receipt. Notices shall be addressed as follows:
City: City Manager
City of Aventura
19200 W. Country Club Drive
Aventura, Florida 33180
Telephone: (305) 466-8900
With copy to: City Attorney
Weiss Serota Helfman Cole & Bierman, P.L.
2525 Ponce de Leon Blvd.
Suite 700
Coral Gables, Florida 33134
Telephone: (305) 854-0800
Facsimile: (305) 854-2323
Contractor: Eric M. Soroka
CMCS Consulting Services, LLC
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XIII.GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State
of Florida. Venue for any litigation hereunder shall exclusively be in Miami-Dade
County, Florida. The Parties hereby waive any right to trial by jury for any
litigation between the Parties which in any way arises out of this Agreement
or the Services or the Additional Services.
XIV. PUBLIC RECORDS ACT COMPLIANCE
A. Public Records: The Contractor shall comply with The Florida Public
Records Act as follows:
1. Keep and maintain public records in the Contractor's possession or control
in connection with the Contractor's performance under this Agreement that
ordinarily and necessarily would be required by the City in order to perform
the service.
2. Upon request by the City's records custodian, provide the City with a copy
of requested records or allow the records to be inspected or copied within
a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes, or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
authorized by law for the duration of this Agreement, and following
completion of this Agreement until the records are transferred to the City.
4. Upon completion of this Agreement or in the event of termination of this
Agreement by either party, any and all public records relating to this
Agreement in the possession of the Contractor shall be delivered by the
Contractor to the City, at no cost to the City, within seven (7) days. All
records stored electronically by the Contractor shall be delivered to the City
in a format that is compatible with the City's information technology
systems. Once the public records have been delivered to City upon
completion or termination of this Agreement, the Contractor shall destroy
any and all duplicate public records that are exempt or confidential and
exempt from public record disclosure requirements.
5. The Contractor's failure or refusal to comply with the provisions of this
Section shall result in the immediate termination of this Agreement by the
City.
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IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS
Custodian of Public Records: Ellisa Horvath, City Clerk
Mailing Address: 19200 W. Country Club Drive, Aventura, FL 33180
Telephone Number: 305-466-8917
Email: horvathe@cityofaventura.com
[INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Parties hereto have accepted, made, and executed
this Agreement upon the terms and conditions above stated on the day and year first
above written.
CONTRACTOR: CITY:
CMCS Consulting Services LLC
City of Aventura, Florida
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By: �„ � ` / By: ,.
Eric M. Soroka, Mayor
Managing Member
ATTEST:
•
` . , City Clerk
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Approved as to form and legal sufficiency
for City's reliance only:
vrek
City Attorney
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