Resolution No. 2018-68 Amended and Restated Agreement for Professional Consulting Services with CMCS Consulting Services LLC - July 19, 2018 RESOLUTION NO. 2018-68
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA AUTHORIZING THE MAYOR TO EXECUTE THE
ATTACHED AMENDED AND RESTATED 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 Amended and Restated Agreement for
Professional Consulting Services between the City of Aventura and CMOS Consulting
Services, LLC for the proposed Aventura Charter High School, ACES Charter renewal,
transitional support, and services relating to the CIP and Budget documents.
Section 2. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Vice Mayor Mezrahi, who moved its
adoption. The motion was seconded by Commissioner Narotsky, and upon being put to
a vote, the vote was as follows:
Commissioner Denise Landman Absent
Commissioner Dr. Linda Marks Yes
Commissioner Marc Narotsky Yes
Commissioner Robert Shelley Yes
Commissioner Howard Weinberg Yes
Vice Mayor Gladys Mezrahi Yes
Mayor Enid Weisman Yes
PASSED AND ADOPTED this 19th day of July, 2018.
City of Aventura Resolution No. 2018-68
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
CITY OF AVENTURA
AMENDED AND RESTATED AGREEMENT
FOR PROFESSIONAL SERVICES
This AMENDED AND RESTATED AGREEMENT (the " Amended Agreement"
or " Agreement") is made and entered into this 19th day of July, 2018, 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, and shall
serve to amend, restate and supersede the Agreement of July 18, 2017, which was
previously entered into between the parties, in order to update the provisions and provide
for additional administrative duties along with compensation for such additional duties.
IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH IN THIS
AGREEMENT, THE PARTIES AGREE, AS FOLLOWS:
WHEREAS, Eric M. Soroka, Contractor's project coordinator, has retired 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 continue 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
other administrative support (the "Additional Services") to assist in a smooth transition of
city operations from the Interim City Manager 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.
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• Monitor and recommend the purchase and pay requests for FF&E,
technology and books in accordance with budget amounts
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.
• 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 Interim City Manager
and Next City Manager including educating the Interim City Manager and
the Next City Manager on his/her role within the charter schools operated
by the City.
D. Contractor shall perform the following services that relate to the proposed
2018/19 -2022/23 CIP document and 2018/19 Budget document:
• Review and revise 2018/19 — 2022/23 CIP document in order to
provide a financial plan that avoids the need to utilize General Fund
Reserves.
• Review, prepare and present the 2018/19 Budget document.
• Review proposed General Fund and Charter School Fund budget
amendments to be presented in July 2018.
• Assist in the preparation of Commission Meeting Agenda Items.
• Attend all meetings as required with the City Commission and City
staff.
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E. Eric M. Soroka shall serve as the project coordinator for Contractor for the
performance of the Services and the Additional Services. The Interim City
Manager and 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
Interim City Manager and Next City Manager and at a schedule reasonably
approved by the City Commission or Interim City Manager 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 30, 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.
III. FEE FOR SERVICES
For satisfactory performance of Services excluding paragraph I(D), 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 10th day of each month
pursuant to proper monthly invoices. This fee shall commence on January 6, 2018.
For Services associated with paragraph I(D) Contractor shall be paid an additional fee
of Five Thousand Dollars ($5,000) per month for the months of June, July, August and
September 2018. The June through September period may be extended for additional
months by mutual agreement. The Contractor shall also be reimbursed for authorized
expenses which are reasonably incurred. 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
4 applicable law for any employee or agent of Contractor rendering Services or
Additional Services to the City under this Agreement.
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V. TRANSITION
City agrees to allow Contractor to continue to retain possession of the City
issued Microsoft Surface Laptop which Contractor's project coordinator retained
when he left City employment on January 5, 2018. Provided however, that any
correspondence on said computer pertaining to city business will continue to 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.
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 Amended 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.
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VIII. ASSIGNMENT
This Amended 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 Amended 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
Amended Agreement.
X. ENTIRE AGREEMENT
The Parties hereby agree that this is the entire Amended 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: Office of the 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.
5
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
XIII. GOVERNING LAW
This Amended 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 Amended
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 Amended Agreement or in the event of termination
of this Amended Agreement by either party, any and all public records
relating to this Amended Agreement in the possession of the Contractor
shall be delivered by the Contractor to the City, at no cost to the City, within
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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 Amended 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 Amended
Agreement by the City.
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 AMENDED 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 Amended 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
By: /1111111.... ; By: -ten ,'�, - _
Eric M. Soroka Enid Weisman, Mayor
Managing Mem-
ATTEST:
i ' Ellisa L. Horvath, MMC(
_ ,/ ,, ity Clerk
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Approved as to form and legal sufficiency
for City's reliance only: / ,
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City Attorney
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