Resolution No. 2018-39 Administrative and Educational Services Agreement with Charter Schools USA, Inc. for ACES - April 19, 2018 RESOLUTION NO. 2018-39
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. 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. 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 Vice Mayor Shelley, who moved its
adoption. The motion was seconded by Commissioner Mezrahi, 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 Howard Weinberg Yes
Commissioner Marc Narotsky Yes
Vice Mayor Robert Shelley Yes
Mayor Enid Weisman Yes
City of Aventura Resolution No. 2018-39
PASSED AND ADOPTED this 19th day of April, 2018.
ENID WEISMAN, MAYOR
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ATTEST:
ELLISA L. HORVATH, C
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
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CITY ATTORNEY
Page 2 of 2
ADMINISTRATIVE AND EDUCATIONAL SERVICES
AGREEMENT
among
CHARTER SCHOOLS USA, INC.,
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. Sale or Transfer of interest in CSUSA 30
36. Additional Audits 31
37. Police/Regulatory Powers 31
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ADMINISTRATIVE AND EDUCATIONAL SERVICES AGREEMENT FOR THE
AVENTURA
CITY OF EXCELLENCE SCHOOL
THIS ADMINISTRATIVE AND EDUCATIONAL SERVICES AGREEMENT (the
"Agreement") is made and entered into as of the day of , 2018, by and
among CHARTER SCHOOLS USA, INC., a Delaware corporation; ("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 and CSUSA entered into the July 2, 2002 Management
Agreement( the " Elementary 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, in April of 2013 the City and CSUSA agreed to extend the Agreement
to June 30, 2018; and,
WHEREAS, the current Agreement (the" Current Agreement") with CSUSA
expires on June 30, 2018 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.
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2. Definitions. Wherever used in this Agreement, the following terms have
the meanings indicated which are applicable to both the singular and plural thereof:
2.1 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 her 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—Charter Schools USA, including where CSUSA is indicated
as the responsible party to perform an obligation pursuant to this Agreement.
2.6 Effective Date of the Agreement.
2.6.1 This Agreement shall become effective upon July 1, 2018.
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.
2.9 The Chartering Entity_ The School Board of Miami- Dade County,
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Florida .
2.10 Written Amendment - A written amendment of the Agreement
and/or the Administrative and Educational Services Agreement Documents, signed by
the 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,
2023, 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 written agreement of both parties.
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
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Proficient (LEP) students, in accordance with federal and state laws, local policies and
procedures, and the Administrative and Educational Services Agreement Documents.
5.1.1.3 Assist the School in Evaluating the Charter School's
success in achieving the objectives stated in the Administrative and Educational Services
Agreement Documents on at least an annual basis.
5.1.1.4 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.
5.1.1.5 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).
5.1.1.6 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. 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 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
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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 assist 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 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
Statutes, ACES will give preference to children of CITY residents. 30 days prior to open
enrollment CSUSA will provide to the Principal a draft of the electronic application forms
that will appear as part of the enrollment process.
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 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.
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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.
5.2.6 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 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, 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. CSUSA shall
execute and comply with the CITY'S Public Records Act Addendum as an Exhibit to this
Agreement.
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
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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 of 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.
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.
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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 or her designee, reimbursement for
CSUSA employees employed at the Charter School in a form acceptable to both parties.
5.4.2 Personnel Administration, Employee Benefits, and
Personnel Policies and Procedures. Except as provided below, CSUSA shall 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, 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 Annual 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 Annual 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 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
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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.
The parties acknowledge that the school personnel are crucial to the operation of the
school. CSUSA shall not, in any fashion, or for any reason whatsoever, act to preclude
personnel from working their required and designated days and hours. Additionally,
CSUSA shall use its best efforts to prevent work stoppages caused by the absence of
school personnel. The parties further acknowledge that the CITY shall be irreparably
harmed should school personnel fail to work their required and designated days and
hours for such reasons as labor and/or economic disputes. In the event of such work
stoppages, the CITY shall be entitled to seek any available legal or equitable remedies,
including, but not limited to, injunctive relief from a court of appropriate jurisdiction, to best
protect the interests of the CITY incident to its obligation to provide education for the
students of the Charter School. CSUSA shall ensure that all personnel that it employs
for the Charter School are subject to the terms of this paragraph.
5.5 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, and parent contact information,.
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, (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, 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 CITY shall be responsible for the design, development, implementation
and maintenance of the Charter School's social media and 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 The CITY and CSUSA will make best efforts to ensure
that the Charter School shall remain an "A" rated school.
5.6.2 Development and Operations Management.
5.6.2.1. 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
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%.
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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 acknowledges 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 Tests and Assessments. 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 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
Committee, and shall coordinate parent, teacher and student organizations..
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.
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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 Cafeteria Management and Food Service. The CITY shall
be responsible for contracting with public or private entities for the provision of cafeteria
management and food service for the school.
6.2.4 State, Local and School Board Compliance.
6.2.4.1 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. 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.
6.2.4.2 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.
6.2.4.3 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
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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. 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.
6.2.4.5 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.
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
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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.
• Recommend and purchase all hardware and software required by the
School.
• Maintain a mass parent communication vehicle.
• Social media
6.3 Financial Management.
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.
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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 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 scheduled 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.
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6.4 Human Resource Management.
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 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
31St 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.
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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 Funding 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:
July 1 , 2018 to June 30, 2023:$306,000
July 1, 2023 to June 30, 2028: To be negotiated
July 1, 2028 and thereafter: To be negotiated
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.
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
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in connection with the Charter School. In addition, CSUSA shall maintain workers
compensation insurance in the amount of the greater of Fifty Thousand and no/100
Dollars ($50,000.00) or the minimum amount required by law.
'12. Indemnification.
12.1 CSUSA agrees to indemnify, defend with counsel (reasonably
acceptable to the CITY) and hold the CITY, and its elected officials, officers, employees,
and agents (the "Indemnified Parties"), harmless from any and all claims, actions, costs,
expenses, damages and liabilities, including reasonable attorney's fees and costs at both
the trial and appellate levels, arising out of, connected with or resulting from (a) the
negligence, intentional wrongful act or misconduct of CSUSA, its officers, employees and
agents, in connection with the Agreement, (b) CSUSA's breach of this Agreement or any
applicable federal, state, local or Chartering Entity law, ordinance, rule or regulation
and/or (c) any failure by CSUSA to pay its suppliers or subcontractors. The duty to
indemnify will continue in full force and effect notwithstanding the expiration or termination
of the Agreement with respect to any claims based on acts or conditions that occurred or
accrued prior to such expiration or termination.
12.2 Subject to the provisions and monetary limitations of F.S. 768.28, as
amended or superseded, the CITY agrees to indemnify, defend with counsel (reasonably
acceptable to CSUSA) and hold CSUSA, its officers, employees, and agents (the
"CSUSA Indemnified Parties"), harmless from any and all claims, actions, costs,
expenses, damages and liabilities, including reasonable attorney's fees and costs at both
the trial and appellate levels, arising out of, connected with or resulting from (a) the
negligence, intentional wrongful act or misconduct of the CITY, its employees and agents,
in connection with the Agreement, (b) the CITY's breach of this Agreement or any
applicable federal, state, local or Chartering Entity law, ordinance, rule or regulation,
and/or (c) any failure by the CITY to pay its suppliers or subcontractors. The duty to
indemnify will continue in full force and effect notwithstanding the expiration or termination
of the Agreement with respect to any claims based on acts or conditions that occurred or
accrued prior to such expiration or termination.
12.3 Upon becoming aware of the potential for a claim hereunder, the
party seeking indemnification shall promptly notify the other party in writing of the
existence of such claim, demand or other action giving rise to a claim for indemnification
under this provision (a "Third Party Claim") and shall give such other party a reasonable
opportunity to 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
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or settle (exercising reasonable business judgment) the Third Party Claim for the account
and at the risk and expense of the party responsible for indemnification hereunder. Each
party agrees to cooperate and to make available to the other party, such information and
assistance as may be reasonably requested in connection with the defense of a Third
Party Claim.
13. Default. A default shall be deemed to have occurred for certain events or
conditions (each, an "Event of Default"), which include, but are not limited to the following:
13.1 Any action, inaction or creation of circumstances that put the Charter,
as amended, in jeopardy of non-renewal or termination pursuant to the Charter, 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, intervener, 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 35; 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
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administrative or judicial body, that may be required for CSUSA to carry on its business
and perform its obligations and functions under this Agreement. For purposes hereof, any
fraudulent use of funds shall include the use of funds by misrepresentation, concealment,
nondisclosure, misleading conduct, devices, or contrivance; or
13.7 If any representation, statement, or warranty made in the Agreement
by CSUSA or the CITY is false, misleading, or breached in any material respect.
Upon the occurrence of an Event of Default, the non-defaulting party shall be
entitled to pursue all remedies available under law or equity, and in addition to such
remedies, may immediately terminate this Agreement with Cause in accordance with
Section 14.1 .
14. Termination 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 any one
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.
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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, 2023, unless
terminated earlier in accordance with the provisions of Section 14 or extended as
otherwise provided for in this Agreement.
14.2.2 By the CITY, upon thirty (30) days advanced written notice,
due to a change in federal, state or local or Chartering Entity law, ordinance, policy, rule,
regulation or appropriations during the term of this Agreement which would materially
impact the ability to staff, operate or maintain the Charter School substantially in
conformance with the Administrative and Educational Services Agreement Documents,
including the Charter Application and the Charter, as amended. Such changes could
include, but not be limited to, a charter school capital outlay funds appropriation that does
not provide for the Charter School to receive funding substantially in accordance with the
Administrative and Educational Services Agreement Documents, including the Charter
Application and the Charter, as amended, or a modification that would substantially
impact the ability to limit the enrollment process to target the children of the CITY.
14.2.3 By the CITY, at any time and for any reason or no reason,
upon one (1) year advance written notice.
14.2.4 Upon Termination without Cause, the parties shall have no
further obligations or responsibilities to each other as of the date of such termination,
including any payment obligations (except reimbursement of authorized expenses
incurred by CSUSA on behalf of the CITY or the Charter School and unpaid earned Fees),
except as otherwise indicated in this Agreement.
15. Transfer of Functions Upon Termination. In recognition of the
paramount importance of maintaining the integrity and continuing operations of the
Charter School, upon the expiration of the 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.
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15.2 Transfer of all student records, then current curriculum programs and
class syllabi of the Charter School (unless the same is proprietary to CSUSA), if any, to
the CITY or an entity selected by the CITY.
15.3 Assignment, at the CITY's sole option and in accordance with the
provisions of Section 32 of this Agreement, of all contracts, subcontracts and/or
agreements, if any, entered into by CSUSA for the Charter School, to the CITY or an
entity selected by the CITY, if such contracts or subcontracts are assignable.
15.4 CSUSA shall provide the CITY, or an entity selected by the CITY, all
hardware, software, business applications and other intellectual property (with password
and configuration information) purchased by CITY. If CSUSA uses software or
applications for the operation of the Charter School that is not owned by CITY or the
Charter School, the CITY, at its sole option, may continue to use such software or
applications. If the CITY elects to continue to utilize CSUSA software or applications to
operate the Charter School, the CITY shall execute a license agreement with CSUSA for
the use of the same for a reasonable license fee (based upon the then existing market
value) to be negotiated in good faith by the parties.
15.5 Transfer of all property including, but not limited to, 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
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consent may be withheld by such party in its sole discretion except as otherwise provided
for in this Agreement.
18. Further Assurances. The parties hereby agree from time to time to
execute and deliver such further and other assurances, assignments and documents and
do all matters and things that may be convenient or necessary to more effectively and
completely carry out the intentions of this Agreement.
19. Relationship of Parties. The relationship between the parties hereto shall
be solely as set forth herein as independent contractors and neither party shall be deemed
to be an employee, agent, partner, or joint venturer of the other.
20. Interpretations. This Agreement shall not be construed more strictly
against one party than against the other merely because it may have been prepared by
counsel for one of the parties, it being recognized that both parties have contributed
substantially and materially to its preparation.
21. Time of the Essence. Time of performance by either party of each and
every provision or covenant herein contained is of the essence of this Agreement. CSUSA
shall be responsible for ensuring the timely performance of all activities and
responsibilities required during the term of this Agreement, including the production of
documents, in compliance with all applicable federal, state, local and Chartering Entity
laws, ordinances, rules and regulations, to ensure that the Charter School is maintained
as a fully operational Charter School in compliance with the Administrative and
Educational Services Agreement Documents and the Charter, as amended, during the
term of this Agreement. For the purpose of this Agreement, "timely" shall include a
reasonable time for review, consideration, and/or modification by the City Manager, and,
whenever deemed necessary by the City Manager, shall include the appropriate time
necessary for submission, consideration and/or approval by the Aventura City
Commission.
22. 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:
23.1 hand delivery;
23.2 registered or certified mail, return receipt requested;
23.3 overnight courier, or
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23.4 facsimile with a hard copy follow-up pursuant to Sections 23.1 , 23.2
or 23.3 to:
If to CSUSA: Charter Schools USA
800 Corporate Drive, Suite 700
Fort Lauderdale, Florida 33334
Attention: Mr. Jonathan K. Hage, President
Fax: (954) 202-2047
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: Susan Grant
City Manager
City of Aventura
19200 West Country Club Drive
Aventura, Florida 33180
Fax: (305) 466-8919
With a copy to: Weiss Serota Helfman Cole & Bierman, 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.
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25. Severability. If any part of this Agreement or any other agreement entered
into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law
or regulation, such provision shall be inapplicable and deemed omitted to the extent so
contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given full force and effect so far as possible.
26. Waivers. The failure or delay of any party at any time to enforce this
Agreement shall not affect such party's right to enforce this Agreement at any other time.
Any waiver by any party of any breach of any provision of this Agreement shall not be
construed as a waiver of any continuing or succeeding breach of such provision, a waiver
of the provision itself, or a waiver of any right, power, or remedy under this Agreement.
No notice to or demand on any party in any case shall entitle such party to any other or
further notice or demand in any other circumstance.
27. Outside Business. Nothing contained in this Agreement shall be
construed to restrict or prevent, in any matter, CSUSA or its representatives or principals
from providing services to any third-party similar to the services provided pursuant to this
Agreement.
28. Third Parties. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies on any person other than the parties hereto and
their respective legal representatives, successors, and permitted assigns, nor is anything
in this Agreement intended to relieve or discharge the obligation or liability of any third
person to any party to this Agreement, nor shall any provision give any third person any
right to subrogation or action over or against any party to this Agreement.
29. Jurisdiction and Venue. The parties acknowledge that a substantial
portion of the negotiations, anticipated performance and execution of this Agreement
occurred or shall occur in Miami-Dade County, Florida, and that, therefore, without limiting
the jurisdiction or venue of any other federal or state courts, each 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.
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29.4 waives any right to trial by jury in any such litigation between the
parties.
30. Enforcement Costs. In the event of any controversy arising under or
relating to the interpretation or implementation of this Agreement or any breach thereof,
the prevailing party shall be entitled to recover all court costs, expenses, and reasonable
attorneys' fees (including, without limitation, all pre-trial, trial and appellate proceedings)
incurred in that action or proceeding, in addition to any other relief to which such party or
parties may be entitled.
31. Remedies Cumulative. No remedy herein conferred upon any party is
intended to be exclusive of any other remedy, and each and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law, in equity, by statute or otherwise. No single or partial exercise
by any party of any right, power, or remedy hereunder shall preclude any other or further
exercise thereof.
32. Contracts and Subcontracts CSUSA may contract and/or subcontract for
the performance of any of its responsibilities set forth in this Agreement, subject to notice
to the CITY, such notice to indicate if the contract and/or subcontract will provide for
assignment to the CITY in the event of the termination of this Agreement, and the CITY's
opportunity to review any and all proposed contracts and/or subcontracts in connection
with the performance of the duties, functions, and responsibilities under this Agreement.
CSUSA shall be responsible for the management of all contractors and/or subcontractors
in the performance of their work. Nothing herein shall create any relationship, contractual
or otherwise, between CITY and any contractor or subcontractor. Notwithstanding the
rights of CSUSA to enter into such contracts, subcontracts and agreements and the
contractual obligations of contractor or subcontractor to CSUSA, CSUSA shall remain
liable to the CITY for the performance of Services under this Agreement.
Any and all contracts, subcontracts and agreements entered into by CSUSA pursuant to
this Agreement shall (i) contain insurance and indemnity requirements in favor of the CITY
consistent with Sections 5.2.8 and 12 of this Agreement, (ii) if possible, provide that the
CITY is a third part beneficiary of such contract, subcontract or agreement, and (iii) if
possible, include provisions that provide for the assignment of these contracts,
subcontracts or agreements, at the CITY's sole option, to the CITY, or an entity of the
CITY's selection, upon the expiration of the term of this Agreement or in the event this
Agreement with CSUSA is terminated pursuant to the terms herein. In the event of such
assignment, CSUSA and the CITY shall be responsible 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.
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33. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
34. Governing 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. 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 whether to approve of any such transfer, pledge,
mortgage or assignment, the City Manager may consider, without limitation:
35.1 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;
35.2 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.
36. 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.
37. 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
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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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29
IN WITNESS WHEREOF, CITY and CSUSA have signed this Agreement in
triplicate. One counterpart each has been delivered to CITY and CSUSA.
ATTEST: CITY OF AVENTURA "FLO'•IDA
411
BY:�s� `vli /�. -- �' By:Ei
Ellisa Horvath, MMC ." S an G -n it Manager
City Clerk
APPROVED AS TO FORM?c _, - i. '
tie
�x
By: ( ----(P
')-^
City Attorney
WITNESSES:
CHARTER SCHOOLS USA, INC.
Signature Jonatha,'. Hage, Pr- ident
Ity4(TA CS-(Y-ct rCt AttiFst
Print Name , Corporate Secr:tary
Ext. T,- a27-uot
3/2018
30
ADDENDUM TO CONTRACT FOR SERVICES
(CITY OF AVENTURA-CSUSA )
THIS ADDENDUM to the contract for th provision of services ( the " Contract " ) is made and
entered into effective as of the LL day of al ,2018,by and between,the City of Aventura,Florida,
a Florida municipality,whose business address is 19200 W.Country Club Drive ,Aventura,Florida 33180
(the"City ")and CHARTER SCHOOLS USA ( "CSUSA" ) (the "Contractor").
WITNESSETH
WHEREAS the City and Contractor previously entered into a Contract for professional, ACES
charter school administration, management and operating services to be provided to the City by the
Contractor as described in the contract; and
WHEREAS, City procurement procedures require that agreements with City contractors require
the Contractor to comply with the Public Records Act;and
WHEREAS, upon City's request, the Contractor desires to assure the City of Contractor's
compliance with the Public Records Act.
NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN CONTAINED AND
OTHER GOOD AND VALUABLE CONSIDERATION,THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED,
IT IS HEREBY AGREED BY CITY AND CONTRACTOR,AS FOLLOWS:
(1) Recitals. The above stated recitals are hereby adopted and confirmed.
(2) Public Records Act Compliance.
a. CONTRACTOR agrees to keep and maintain public records in CONTRACTOR's possession or control
in connection with CONTRACTOR'S performance under this Agreement. CONTRACTOR
additionally agrees to comply specifically with the provisions of Section 119.0701, Florida
Statutes. CONTRACTOR shall 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 the Agreement, and following completion of the Agreement until the
records are transferred to the CITY.
b. Upon request from the CITY custodian of public records,CONTRACTOR shall provide the CITY with
a copy of the 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 by Chapter 119, Florida Statutes, or as
otherwise provided by law.
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31
c. Upon completion of this Agreement or in the event of termination by either party, any and all
public records relating to the Agreement in the possession of the CONTRACTOR shall be delivered
by the CONTRACTOR to the CITY MANAGER, at no cost to the CITY, within thirty (30) days. All
such records stored electronically by 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 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 records
disclosure requirements.
d. Any compensation due to CONTRACTOR shall be withheld until all records are received as
provided herein.
e. 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.
Section 119.0701(2)(a),Florida Statutes
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 CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS.
Custodian of Public Records: ELLISA HORVATH,CITY CLERK
Mailing address: 19200 WEST COUNTRY CLUB DRIVE,AVENTURA, FL 33180
Telephone number: 305-466-8901
Email: HORVATHE@CITYOF AVENTURA.COM
(3) Conflict. In the event that a conflict arises between the provisions of the Agreement and this
Addendum,the provisions of the Addendum shall control.
IN WITNESS WHEREOF,the parties hereto have accepted, made and executed this Addendum to Contract
upon the terms and conditions above stated on the day and year first above written.
CONTRACTOR: CITY OF AVENTURA, FLORIDA:
By: Pres'.- By: iged_o_Aht/firo
Susan L. Grant P
" i, a' City Manager
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(ecia At" ..,
ATTEST:
G---- A../1/V103 •4'811 -----
-?-• '4 LOr tp City Clerk
Approved as to Form d
the Reliance of City
-- (City Attorne \/