03-21-2019 Regular Workshop Agenda CityCo assion
The Cn o
A.Aiventura Workshop Meeting
March 21, 2019
9 A.M.
Executive Conference Room
19200 West Country Club Drive Aventura,FL 33180
AGENDA
1. Call to Order/Roll Call
2. Discussion of Proposed Resolution Supporting the Newly
Recognized President of Venezuela (Commissioner Mezrahi)*
Future Action Required: Resolution
3. Discussion of "Dreaming Tree" Pilot Project at Founders Park
(City Manager)*
4. Proposed Management Agreement with Charter Schools USA
for Don Soffer Aventura High School (Eric M. Soroka - CMCS
Consulting Services LLC)*
Future Action Required: Resolution
5. Transportation Policy for Don Soffer Aventura High School (City
Manager)
6. Adjournment
* Back-up Information Exists
** PowerPoint Presentation
This meeting is open to the public. In accordance with the Americans with Disabilities Act of 1990,all persons who are disabled and who
need special accommodations to participate in this meeting because of that disability should contact the Office of the City Clerk,305-466-
8901, not later than two days prior to such proceeding. One or more members of the City of Aventura Advisory Boards may be in
attendance and may participate at the meeting.Anyone wishing to appeal any decision made by the Aventura City Commission with respect
to any matter considered at such meeting or hearing will need a record of the proceedings and,for such purpose,may need to ensure that a
verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based.
Agenda items may be viewed at the Office of the City Clerk, City of Aventura Government Center, 19200 W. Country Club Drive,
Aventura, Florida, 33180, or online at cityofaventura.com. Anyone wishing to obtain a copy of any agenda item should contact the City
Clerk at 305-466-8901.
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
TO: City Commission /
FROM: Ronald J. Wasson, City Maria. -r
�
DATE: March 13, 2019
SUBJECT: Discussion of Proposed Resolution Supporting the Newly
Recognized President of Venezuela (Commissioner Mezrahi)
RECOMMENDATION
Commissioner Gladys Mezrahi requested the above matter be placed on the Workshop
Agenda for discussion.
If you have any questions, please feel free to contact me.
RJW/act
Attachment
CC01779-19
RESOLUTION NO. 2019-
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, DENOUNCING THE HUMANITARIAN CRISIS
UNDER VENEZUELA'S DICTATOR NICOLAS MADURO; SUPPORTING
RECOGNITION OF THE NEW INTERIM PRESIDENT JUAN GUAIDO;
AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Aventura seeks to stand in solidarity with the people of
and from Venezuela, both locally and abroad; and
WHEREAS, Venezuela's once robust economy, ranked 4th in the world, as well
as the country's growing democracy and middle class, have declined to a failed state,
now one of the lowest ranked global economies, under the leadership of Hugo Chavez,
an ardent socialist, followed by his successor, dictator Nicolas Maduro; and
WHEREAS, Venezuela has been subjected to an unprecedented man-made
humanitarian crisis, including extreme food and medicine shortages, resulting in
thousands of children dying of malnutrition, and malnourished people contracting
formerly eradicated diseases. Many Venezuelans are not able to afford basic needs
such as food and toiletries; and
WHEREAS, in Venezuela, the freedom of the press has been greatly curtailed,
and crime has increased substantially. Madura has recently seized the equipment of
journalists who dared to ask questions that he did not like. Further, Maduro has forged
dangerous alliances with countries backing terrorist groups; and
WHEREAS, the recent 2019 Venezuelan presidential election, marred by
boycotts, fraud and credible claims of vote-rigging, forced Juan Guaido, citing his
constitutional duty as the elected leader of Venezuela's National Assembly, to take the
reins of the troubled country on January 23, 2019. Interim President Guaido has been
recognized as the legitimate leader of Venezuela by the United States, Canada, Israel,
Brazil and many other countries around the world; and
WHEREAS, Maduro has refused offers of humanitarian aid, used force and
violence against innocent persons in order to obstruct and destroy trucks carrying
donated foods and medical supplies, and has refused to relinquish his unlawful hold on
power, thereby causing more harm to persons and further economic destabilization in
Venezuela; and
WHEREAS, it is clear that Venezuelans want and need a change, and that hope
needs to be restored in that country; and
City of Aventura Resolution No. 2019-
WHEREAS, the City Commission wishes to support the federal government of
the United States in recognizing Interim President Juan Guaido, and to join in
denouncing the humanitarian crisis being created and perpetuated by Nicolas Maduro.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA:
SECTION 1. Recitals Adopted That each of the above-stated recitals are
hereby incorporated herein and adopted.
SECTION 2. Recognition. That the City Commission hereby supports
recognizing Interim President Juan Guaido, and denounces the humanitarian crisis
being fostered by Nicolas Maduro.
SECTION 3. Effective Date. That this Resolution shall become effective immediately
upon its adoption.
The foregoing Resolution was offered by Commissioner , who moved its
adoption. The motion was seconded by Commissioner , and upon being put to
a vote, the vote was as follows:
Commissioner Denise Landman
Commissioner Gladys Mezrahi
Commissioner Marc Narotsky
Commissioner Robert Shelley
Commissioner Howard Weinberg
Vice Mayor Dr. Linda Marks
Mayor Enid Weisman
PASSED AND ADOPTED this 21st day of March, 2019.
Page 2 of 3
City of Aventura Resolution No. 2019-
ENID WEISMAN, MAYOR
ATTEST:
ELLISA L. HORVATH, MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
This Resolution was filed in the Office of the City Clerk this day of , 2019.
CITY CLERK
Page 3 of 3
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
TO: City Commission
FROM: Ronald J. Wasson, City Managrr
DATE: March 13, 2019
SUBJECT: Dreaming Tree Project(City Manager)
BACKGROUND
A discussion was held at the February 28, 2019 Community Services Advisory Board to
place a "Dreaming Tree" in Founders Park (the location to be determined by Aventura
staff). The basic idea is to have a tree designated to allow for residents or visitors to
Founders Park to write small notes / intentions on paper tags and then attach them to
low hanging branches on the designated tree. (See attached picture).
The paper tags and writing pencils would be made available near the tree and be
monitored by City Staff. Any notes which would become detached would be picked up
and removed during regular park maintenance. The idea is to allow for a reflective
opportunity for residents and visitors to leave good intentions or memories in the tree.
RECOMMENDATION
Request approval of pilot project as requested from the Community Services Advisory
Board. Staff would report back to the Commission on the project in six months.
Cost: Minimal (approx. $1,500)
If you have any questions, please feel free to contact me.
RJW/act
Attachment
CC01790-19
The Dreaming Tree
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CMCS Consulting Services
MEMORANDUM
TO: City Commission
Ronald J. Wasson, City Manager
FROM: Eric M. Soroka, CMCS Consulting Sery
DATE: March 15, 2019 VVV
SUBJECT: Proposed Management Agreement Between Charter Schools USA, at
Aventura LLC. and the City for the Don Softer Aventura High School
March 21, 2019 City Commission Workshop Meeting Agenda Item
BACKGROUND
The Planning Agreement that the City and Charter Schools USA ("CSUSA") entered into
for the design and development of the Don Soffer Aventura High School expires on June
30, 2019. If both parties agreed, the Planning Agreement was to be replaced with a
Management Agreement ("Agreement") to provide those services necessary to organize,
manage, staff, operate and maintain the High School. In accordance with my Consulting
Contract, the attached Agreement has been negotiated on behalf of the City with CSUSA
to be effective July 1, 2019. It is an extensive Agreement that incorporates the
requirements of the Charter Contract with the Miami-Dade School Board and the
responsibilities of both the City and CSUSA. The Agreement has been reviewed by City
staff and the City Attorney. Representatives from CSUSA and I will be available at the
Workshop Meeting to answer your questions.
The major points of the Agreement are as follows:
1. Services to be provided by CSUSA:
a. Education Management that reflects the CITYs desire for a rigorous, college
preparatory school with multiple academy offerings, innovative instructional
methods, and a facility design that contemplates an open, flexible learning
environment to facilitate the digital native learning styles of 21st century
students.
b. Pre-opening Facilities Planning and Development to ensure that the design
and function meet the specifications for CSUSA's educational program.
CSUSA will be responsible for purchasing all furniture, fixtures, equipment,
books, technology devices and supplies.
c. Contract Administration including cafeteria management, janitorial services,
building maintenance and transportation services.
d. Management Information Systems including the design, purchase and
installation of an MIS system consistent with the Charter High School's
purpose and goals.
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e. Book and Supplies including all instructional licenses to facilitate digital
learning.
f. Cafeteria Management and Food Services.
g. School Uniform Procurement.
h. Transportation in accordance with polices adopted by the Governing Board.
i. Public Relations, Fund Raising Activities, Legal and Legislative Lobbying
Services in accordance with polices adopted by the Governing Board.
j. Personnel Administration including recruiting and employing all staff to
operate the school in accordance with the approved Budget. In order to
attract and compensate teachers and administrators necessary to achieve
the performance criteria set forth in the Agreement, teacher/employee pay
plans shall be jointly developed by the CITY and CSUSA. In the event the
Agreement is terminated all employment agreements are to be assigned to
the City.
k. Payroll Administration
I. Student Recruitment, Registration and Enrollment including the lottery
process.
m. Budget including preparation and submission of the annual proposal to the
City Manager and Governing Board.
n. Grants, Audits, Accounting & Financial Reporting
o. Facility Maintenance
2. Requires monthly written reports and financial statements.
3. The term of the Agreement is consistent with the existing Charter, unless
terminated earlier pursuant to the provisions of the Agreement, subject to any
further obligations (including payment obligations) of the parties that survive
termination. The Agreement is automatically extended through the term consistent
with the then current Charter provided performance standards are satisfied. Upon
the 5th year anniversary and every five years thereafter the parties shall jointly
conduct an administrative review with the City Manager. Such review shall include a
review of the objective academic results, financial annual audit performance,
charter contract compliance, as well as any health, welfare and safety concerns.
4. The Management Fee is equal to $450 per enrolled student. As a comparison,
ACES pays a fee of $300 per student with the City performing most of the services
that CSUSA will be providing at the High School. Typically, charter school
management companies charge between 10% to 15% of the FTE (per student
revenue) and capital revenues. In the first year of operations, the fee would be
$90,000 under the proposed Agreement. Using the 10% as a comparison, the fee
would be $144,000. Beginning at the start of second year of this Agreement the
Management Fee shall be increased or decreased each year by the percentage
amount that the State FTE revenue increases or decreases the preceding year.
When the school is at full capacity in year four, the fee would be $360,000 per year.
Using the 10% as a comparison, the fee would be $631,000. Based on the financial
commitment that the City has made in terms of funding the construction costs and
the anticipated operating subsidies in the first 3 years, as well as CSUSA
commitment to the success of the school, they agreed to the lower rate.
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Beginning in the fourth year and every year thereafter of the Agreement, CSUSA
shall also be entitled to an Incentive Fee equal to $150.00 per enrolled student
provided performance measures are met and the City subsidy to the school budget
is less than Two Hundred Dollars ($200,000). The performance measures shall be
mutually developed by both parties in the third year of operations and included as
an amendment to this Agreement. The Incentive Fee shall be paid annually in June
of each year beginning in the fourth year of the operations of the school.
5. This Agreement may be terminated by the parties as follows:
a. Termination with Cause or for Nonperformance. Upon the occurrence of an
Event of Default, the defaulting party shall have an opportunity to cure the
alleged default in 30 days from any notice of default. Thereafter, 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 ten (10) days prior written notice. If the
grounds of termination relate to the serious health, safety or welfare of
students, which present a dangerous risk to students that arise from acts or
omission of either party then after a period to remedy such breach which
shall not exceed ten days, the non-defaulting party may terminate with seven
days written notice.
b. Termination without Cause. The Agreement may be terminated without
cause as follows: This Agreement shall terminate at the end of term unless
terminated earlier in accordance with the provisions of termination with cause
provision or as otherwise provided for in the Agreement or by the CITY, for
the failure to receive approval from the Chartering Entity for the Charter High
School Application or the termination of Charter High School's Charter by the
chartering entity or by the CITY, upon thirty (30) days advanced written
notice, due to a change in federal, state or local law, policy, rule or
appropriations during the term of the Agreement which would materially
impact the ability to operate or maintain the Charter High School. Such
changes could include, but not be limited to, a charter school capital outlay
funds appropriation that is less than the current amount provided by the
state, or a modification that would substantially impact the ability to limit the
enrollment process to target the children of residents of the CITY.
6. Establishes the requirements and procedures for the transfer of functions and
documents from CSUSA in the event the Agreement is terminated, including the
assignment of employees and contracts for the school.
7. Incorporates City Charter language, neither the City Commission nor its members
shall give orders or direction to CSUSA, its employees or employees of the School,
either publicly of privately. Any and all recommendations regarding the School by
Commissioners shall be made solely to and through the City Manager.
Attachments
3
MANAGEMENT AGREEMENT
between
CHARTER SCHOOLS USA, at AVENTURA LLC.,
and
CITY OF AVENTURA
for the
DON SOFFER AVENTURA HIGH SCHOOL
TABLE OF CONTENTS
1. Recitals 2
2. Definitions 2
3. Term 3
4. Charter School 3
5. Services to be Provided by CSUSA 3
6. Responsibilities of the City 11
7. Cooperation 12
8. Additional Mutual Obligations 12
9. Management Fees 12
10. Insurance 13
11. Indemnification 13
12. Default 14
13. Termination of this Agreement 15
14. Transfer of Functions Upon Termination 16
15. Entire Agreement 17
16. Assignments 17
17. Further Assurances 17
18. Relationship of Parties 17
19. Interpretations 17
20. Time of the Essence 18
21. Binding Effect 18
22. Notices 18
23. Headings 19
24. Severability 19
25. Waivers 19
26. Outside Business 19
27. Third Parties 19
28. Jurisdiction and Venue 20
29. Enforcement Costs 20
30. Remedies Cumulative 20
31. Subcontracts 20
32. Obtainment of Charter 21
33. Counterparts 21
34. Governing Law 21
35. Proprietary Information 21
36. Sale or Transfer of interest in CSUSA 21
37. Non- Interference Provision 21
38. Audits 22
39. Police\Regulatory Powers 22
MANAGEMENT AGREEMENT FOR THE DON SOFFER AVENTURA
HIGH SCHOOL
THIS MANAGEMENT AGREEMENT(the"Agreement")is made and entered into as
of the day of , 2019, by and among CHARTER SCHOOLS USA AT
AVENTURA, LLC(CSUSA), a Delaware corporation;and CITY OF AVENTURA("CITY"), a
Florida municipal corporation.
WITNESSETH:
WHEREAS, CSUSA and the CITY previously entered into a Planning Agreement to
assist in the design and development of the Don Soffer Aventura High School ("High
School") to be located at 3401 N. E. 213th Street, Aventura, Florida.
WHEREAS, the City Commission wishes to enter into a Management Agreement
(hereinafter referred to as "Agreement") with CSUSA that will provide for those services
necessary to organize, manage, staff, operate and maintain the High School upon the
termination of the Planning Agreement.
IN CONSIDERATION of the mutual covenants and undertakings and other good and
valuable consideration the receipt and sufficiency of which is hereby acknowledged, the
parties do mutually covenant and agree as follows:
1. Recitals. The recitals set forth above are true and correct and are
incorporated herein by reference. All exhibits to this Agreement are hereby deemed to be a
part hereof.
2. Definitions. Wherever used in this Agreement, the following terms have
the meanings indicated which are applicable to both the singular and plural thereof:
2.1 Agreement - The written agreement between CITY and CSUSA
covering the Services to be performed.
2.2 CITY -The City of Aventura with whom CSUSA has entered into the
Agreement and for whom the Services are to be provided.
2.3 City Manager - The City Manager or his/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 CSUSA - Where CSUSA is indicated as the responsible party to
perform an obligation pursuant to this Agreement,
2
2.5 Effective Date of the Agreement —This Agreement shall become
effective July 1, 2019.
2.6 Services — Those activities which must be performed in connection
with the Charter High School as set forth in this Agreement and in accordance with the
Charter School Contract ("Charter") with the Miami-Dade County School Board (the
"Chartering Entity"').
2.7 Written Amendment-A written amendment of the Agreement signed
by CITY and CSUSA 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
High School in accordance with the terms of this Agreement. The term of this Agreement
shall be consistent with the then existing Charter and commence as of the Effective Date of
this Agreement, 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 shall automatically be extended through the term consistent
with the then current Charter provided performance standards are satisfied. Upon the 5'h
year anniversary and every five years thereafter the parties shall jointly conduct an
administrative review with the City Manager. Such review shall include a review of the
objective academic results,financial annual audit performance,charter contract compliance,
as well as any health, welfare and safety concerns.
4. Charter School. The Charter School shall be a high school with capacity for
800 students commencing in the 2019-2020 school year, starting with 9th grade only. The
upper grades will be added in the three following years. CSUSA shall perform its
responsibilities regarding the Charter High School in accordance with the Charter, as may
be 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 this Agreement and the approved Charter High
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:
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5.1 Education Management
5.1.1 CSUSA shall implement, the education program including the
selection of instructional materials, personnel, equipment, technology and supplies for the
Charter High School. The program approved by the City will reflect the CITYs desire for a
rigorous, college preparatory school with multiple academy offerings, innovative
instructional methods, and a facility design that contemplates an open, flexible learning
environment to facilitate the digital native learning styles of 21M century students. The
school is intended to become the premier public high school option in the CITY providing
the environment for the student to be fully prepared academically and personally for any
college or university challenges.
5.1.2 With input and involvement from the CITY and substantially in
compliance with the Charter Application and the Charter, CSUSA shall (a) respond to all
requirements of the Charter High School process; (b) develop and refine the curriculum and
Charter High School plan in compliance with all applicable federal, state and local laws,the
policies of the Chartering Entity, the requirements of the CITY and the Charter of the
Charter High School; (c) prepare, manage, supervise and implement the Charter High
School's opening; and (d) conduct all other activities necessary to have a fully operational
Charter High School for the 2019-2020 school year, subject to Section 4 above.
5.1.3 Ensure a viable assessment program for mapping student
progress and provide for the administration of all tests/assessments to the students,
including state-required or Chartering Entity standard tests/assessments provided to the
Charter School by or through the Chartering Entity, that are required by or associated with
CSUSA's curriculum, educational programs, the School Improvement Plan, or other
reporting or evaluation requirements. CSUSA shall ensure that Charter School personnel
are provided with appropriate training on test security and test administration policies and
procedures.
5.1.4 Make every reasonable effort to ensure that student
performance increases from year to year, assess the possible reasons for such
performance and take all reasonable steps to enable the students to continually progress
and improve their academic performance. CSUSA shall be required to meet or exceed all
performance criteria as set forth in this Agreement and perform to the satisfaction of the
CITY.
5.2 Development and Operations Management.
5.2.1 Preopening Facilities Planning and Development.CSUSA
shall advise and make recommendations to the CITY on the planning and development of
the Facility including school safety measures to ensure that the design and function meet
the specifications necessary for CSUSA's educational program. In addition, CSUSA shall
identify in writing all furniture, fixtures and equipment(the"FF&E"), including all technology
4
equipment necessary for the Charter High School, and shall be responsible for obtaining,
ordering, purchasing and installing the FF&E. The City shall be responsible for all expenses
including personnel costs that are incurred prior to school opening (first day of class) in
accordance with the approved budget.
5.2.2 Contract Administration. CSUSA shall coordinate, negotiate
and administer those contracts for necessary uses or services to be performed or provided
by third parties including cafeteria management services, janitorial services, building
maintenance and transportation, and which must be entered into by the Charter High
School during the term of this Agreement to ensure the efficient operation of the Charter
High School. Said contracts shall comply with all applicable federal, State, local and
Chartering Entity laws, ordinances, rules and regulations.
5.2.3 Management Information Systems. CSUSA shall coordinate
in designing, ordering, purchasing, installing and implementing an MIS system consistent
with the Charter High School's purpose and goals and in accordance with established
budgets. This shall also include business applications that meet, on an ongoing basis, any
and all Federal, State, County, CITY, or Chartering Entity reporting mandates,applicable for
the Charter High School or the CITY. At a minimum these business applications shall
include: Cash Receipts, Records Management, Payroll/Personnel, General Ledger,
Purchasing, Accounts Payable, Accounts Receivable/Billing, Fixed Assets, Admissions,
Scheduling, Registration, Records, and Reporting. The City Manager or his/her designee,
with reasonable notice to CSUSA and except as provided for in Chapter 119, F.S., shall
have full and unlimited access to the MIS system with assistance from a representative of
CSUSA. Upon termination of this Agreement, all hardware, software, business applications
(including password and configuration information)and other intellectual property purchased
by the CITY shall remain the property of the CITY. The MIS system shall be and remain
the property of the CITY, except as proprietary to CSUSA as set forth in this Agreement.
CSUSA shall be responsible for the design, development, implementation and maintenance
of the Charter High School's web site.The CITY shall have the right to link the Charter High
School's web site to the CITY's website.
5.2.4 Books and Supplies. CSUSA shall be responsible for
obtaining, ordering and purchasing the instructional licenses, books and supplies to be
utilized in or by the Charter High School in accordance with established school budgets.
5.2.5. Cafeteria Management and Food Service. CSUSA shall be
responsible for contracting, with public or private entities or individuals for the provision of
food service and shall provide management services for the Charter High School's cafeteria
which enables the Charter High 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 High School.
The costs associated with such service shall be included in the approved Charter High
School Annual Budget and paid for from the Charter High School Fund. CSUSA shall serve
5
as the Food Service Sponsor as defined by the Florida Department of Education(DOE)for
the purpose of filing an application with the DOE to participate in the National School Lunch
Program (NSLP). Once approved, the Food Service Sponsor shall ensure that all federal
guidelines and procedures are followed with regard to the administration of NSLP as
outlined by the United States Department of Agriculture and DOE. The Food Service
Sponsor shall appoint a designee to be responsible for maintaining student applications and
processing monthly reimbursements through the DOE. CSUSA shall prepare the NSLP
application and distribution of student applications. CSUSA shall collect the data to be
provided in accordance with NSLP policy and procedure.
5.2.6 School Uniform Procurement Services. CSUSA shall be
responsible for contracting, with public or private entities or individuals for the purpose of
providing student uniforms to be purchased by students in conformance with the criteria
established by the Charter High School.
5.2.7 Transportation. CSUSA shall be responsible for contracting,
with public or private entities or individuals for the provision of transportation, in accordance
with the policies established by the Governing Board. The costs associated with such
services shall be included in the approved Charter High School Annual Budget and paid for
from the Charter High School Fund.
5.2.8 Public Relations; Fund Raising Activities: Legal and
Legislative Lobbying.
(a) Public Relations. CSUSA shall coordinate, cooperate and
work with the CITY as to all official public relations for the Charter High School including,
without limitation, community outreach, press releases and media relations. 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.
(b) Fund Raising Activities. CSUSA shall be responsible for
fund raising activities on behalf of the Charter High School, during the term of this
Agreement, and CSUSA and the CITY shall coordinate and cooperate with such fund
raising efforts.
(c) Legal and Legislative Lobbying. CSUSA in coordination
with the City Manager shall coordinate any and all legal and lobbying services necessary for
the School, in accordance with policies established by the Governing Board. The costs
associated with such services shall be included in the approved Charter High School
Annual Budget and paid for from the Charter High School Fund.
6
5.2.9 Personnel Administration. CSUSA shall recruit and employ
sufficient qualified personnel to operate the Charter High School (as is necessary and
appropriate during the Term of this Agreement), including without limitation, administrators,
teachers, clerical, cafeteria, and other staff to enable CSUSA to operate the Charter High
School in conformance with the Charter Application and Charter. Expenses of such
administration shall be in accordance with the approved School budget,consistent with City
approved education program and the Charter. In the event of a vacancy, CSUSA shall also
recruit qualified personnel for the Charter High School Principal. CSUSA shall consult with
the City Manager during the hiring process of any principal for the Charter School. The
parties agree that the Charter High School Principal shall be accountable to CSUSA for the
day to day operations of the Charter High School and for carrying out the mission of the
Charter High School, Charter Application and the Charter. CSUSA shall provide such other
personnel as CSUSA, in its sole judgment, determines is necessary to properly operate the
Charter High School. CSUSA shall determine, in its sole discretion,the benefits that will be
provided to such personnel and shall administer the provision of such benefits. In order to
attract and compensate teachers and administrators necessary to achieve the performance
criteria set forth in this Agreement, teacher/employee pay plans shall be jointly developed
by the CITY and CSUSA. Any and all employment agreements shall provide for the
immediate assignably to the CITY at its option in the event that this Agreement is
terminated as provided herein. 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.
5.2.10 Payroll Administration. Pursuant to the established school
budget, CSUSA shall prepare, maintain, administer, and report all payroll of CSUSA's
employees hired to work at the Charter High 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, Chartering Entity or municipal
authority during the term of this Agreement. All payroll and other financial or operational
records for the Charter High 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 High School. CSUSA shall
deposit such payroll taxes as may be required by the Internal Revenue Service for the
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payment of payroll taxes for the employees referenced herein. All penalties incurred by
reason of late filing, failure to file or failure to pay shall be borne by CSUSA and shall be the
sole obligation and responsibility of CSUSA. CSUSA shall be responsible for submitting to
the CITY reimbursement for CSUSA employees employed at the Charter High School in a
form acceptable to both parties.
5.2.11 Student Recruitment, Registration and Enrollment.
5.2.11.1 CSUSA shall conduct marketing, public relations and
recruitment efforts throughout the CITY in order to attract a sufficient pool of applicants to
achieve and maintain the targeted student population of the Charter School. Such efforts
will include informational meetings to inform interested parents of the educational programs
offered by the Charter High School, the registration process and required contractual
obligations.
5.2.11.2 CSUSA shall be responsible for conducting the enrollment and
registration processes of the Charter High School, including but not limited to processing of
applications, and shall ensure that the Charter High School's enrollment and registration
processes are in compliance with Florida Statutes, Governing Board polices, Charter
Application and the Charter,as amended. As permitted by Florida Statute, CSUSA will give
preference to children of CITY residents.
5.2.11.3 CSUSA shall be responsible for conducting any lotteries,and
shall ensure that the Charter School's lottery processes are in compliance with Florida
Statutes, Governing Board policies, the Charter Application and the Charter, as amended.
As permitted by Florida Statutes, ACES will give preference to children of CITY residents.
5.2.12. Annual Budget. CSUSA shall prepare and submit to the
CITY a detailed annual budget by April 1 of each year. The budget shall include, as
appropriate, the total number of student stations for the upcoming academic year, staffing
requirements, all capital purchase requests, debt repayments and/or cash loans required,
operating revenues and operating expenditures for the school year as well as school
expenses and costs for specific services provided in Section 5 herein.The Annual Budget
shall be consistent with and funded based upon the approved teacher/employee pay plan
as referenced in paragraph 5.2.9 above.
The Charter High School Annual Budget shall be reviewed and modified, as necessary, by
the City Manager. The parties shall work cooperatively together on any and all budgetary
matters and issues prior to the submission of the proposed budget to the Aventura City
Commission. The parties agree that it is the intent of this provision that they jointly prepare
and submit a balanced budget and that any and all budgetary issues and matters are
resolved between CSUSA and the City Manager prior to the Aventura City Commission's
review and consideration of same. However, it is anticipated in the initial years of this
Agreement that the school budget shall need supplemental funding from the City. If
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supplemental funding is needed after the initial period,supplemental requests shall contain
necessary detail.
The final agreed proposed Charter School Annual Budget shall be submitted to the
Aventura City Commission for approval no later than May 15 of each year. CSUSA is
responsible for and shall maintain a balanced financial budget at all times during the term of
this Agreement. CSUSA shall ensure that the Charter School Annual Budget is submitted to
the Chartering Entity in a timely manner consistent with the Charter.
CSUSA shall operate within its approved Charter School Annual Budget, as approved by
the Aventura City Commission. Budget amendments shall be processed in accordance with
current CITY procedures in conjunction with the City Manager.The City Manager shall have
final approval to forward any budget amendments to the City Commission.
5.2.13 Grants. During the term of this Agreement, CSUSA shall
actively and aggressively pursue grants and other funding sources and resources subject to
the prior written approval of the City Manager for the application of same. For purposes of
this section "grants and other funding sources and resources" shall be defined as funds,
services or supplies normally associated with the operation and development of a charter
school. The CITY and/or CSUSA, with mutual agreement, may apply for and receive grant
money in the name of the other party.The CITY and CSUSA shall comply with each others
reasonable requests for information necessary for the preparation of grant applications.
5.2.14 Accounting. Budgeting&Financial Reporting.CSUSA shall
perform all accounting, financial management, and reporting functions for the Charter
School required by or associated with the Services to be performed by CSUSA, in
accordance with the Charter and Generally Accepted Accounting Principles including,
without limitation, approving and paying all approved costs of the Charter School, making
deposits related to the Charter School, recording amounts due to the Charter School and
recording accounts payable. CSUSA shall be responsible for ensuring that the Charter
School's accounting records and procedures clearly establish for each asset whether it was
purchased with public funds (other than CITY funds) or non-public funds, so that only the
appropriate assets will revert to the ownership of the Chartering Entity in the event the
Charter is not renewed or is terminated. CSUSA shall not commingle its corporate funds
with the funds of the Charter School. CSUSA shall prepare and submit to the CITY monthly
financial statements relative to or associated with the Services performed by CSUSA within
twenty(20)days after the end of the preceding month. These monthly financial statements
shall include a balance sheet and a statement of revenues and expenditures and changes
in fund balance reflecting the Charter School's monthly and year-to-date activity for both
budget and actual activity. CSUSA shall ensure that financial statements are submitted to
the CITY in a timely manner to be incorporated in the overall financial statements for
submittal by the CITY to the Chartering Entity in accordance with the Charter.
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5.2.15 Audits CSUSA shall accommodate all required audits of the
Charter School and shall 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 cost of audits required by State Law and the Charter shall be included
in the approved Charter High School Annual Budget. CSUSA shall ensure that required
audits are performed in accordance with the Charter and provided to the CITY in a timely
manner in accordance the time frame established in the Charter. Upon authorization of the
Aventura City Commission, CSUSA shall ensure that the annual audit is submitted to the
Chartering Entity in a timely manner consistent with the Charter.
5.2.16 Training and Professional Development CSUSA shall be
responsible for the training, continuing education and on-going professional development of
its educational faculty, including administrators and teachers associated with the Charter
High School.
5.2.17 Provision of Liaison Services. CSUSA shall designate a
member of senior management personnel to be the point of contact for any and all Charter
High School matters in connection with the performance and expectations contained in the
Agreement, Charter and Charter Application. The liaison person shall meet as required by
City staff and attend Charter High School Advisory Board meetings and requested meetings
of the Governing Board, when requested by the City Manager. CSUSA shall support the
Charter High School Advisory Board meetings and present any necessary reports to or for
the Governing Board and School Advisory Board.
5.2.18 Facility Maintenance. CSUSA shall be responsible for
custodial services and ordinary repair and maintenance concerning the day-to-day operation
of the Charter High School, and shall be responsible for all other repair and maintenance,
including but not limited to grounds maintenance and maintenance of the physical plant.
The costs associated with the Custodial and Day-to-Day Maintenance shall be included in
the Charter High School Annual Budget and paid for from the Charter High School Fund.
The CITY reserves the right to use the High School facilities for educational and
recreational purposes when such facilities are not in use by the Charter High School. CITY
will coordinate with CSUSA to ensure that no scheduling conflicts arise in the use of the
High School facilities.
5.2.19 Coordination with the Chartering Entity. CSUSA shall be
responsible for coordinating any and all activities of the Charter High School with the
requirements of the Chartering Entity and for complying with all reasonable requests of the
Chartering Entity regarding the Charter High School.
5.2.20 Monthly Reports. CSUSA shall submit monthly written reports
detailing the progress and achievements of the prior month's activities to the City Manager.
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5.2.21 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 organizing, managing, staffing and operating charter schools in the State of
Florida and with the Chartering Entity. CSUSA shall be responsible for ensuring the timely
performance of all activities and responsibilities required during the term of this Agreement,
and be responsible for ensuring that the Charter High School complies with all applicable
laws, ordinances, rules and regulations.
5.2.22 Records Retention; Public Records. CSUSA shall provide,
protect, preserve, and maintain all books, records and related documents of or affecting the
Charter High School that are not proprietary to CSUSA (the Public Records"), pursuant to
the provisions of Chapter 119, F.S. as amended from time to time. In the event of
termination of this Agreement pursuant to Section 13, CSUSA shall deliver any and all
Public Records in its possession to the CITY within thirty (30) calendar days of such
termination. Further, the Public Records Act Addendum which is attached hereto is hereby
incorporated herein.
5.2.23 Parent Activities. CSUSA shall coordinate and oversee all
organized parental involvement including the required participation of parents of children
enrolled in the Charter High School. In addition, CSUSA shall establish and work with any
approved parent —teacher organizations for the purpose of furthering the goals of the
Charter High School.
6. Responsibilities of the City.The CITY shall be responsible for the following:
6.1 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 High School is or may be in violation of the
Charter, the rules of the Chartering Entity or any provision of any applicable law or
regulation, the party receiving such notice shall immediately notify the other party of the
asserted violation and shall thereafter work diligently together to determine whether such
asserted violation in fact exists, to correct any violation found to exist, and vigorously
contest the asserted violation if the same is found not to exist.
6.2 The Charter High School Special Revenue Fund. The City shall
create and maintain a Charter High School Special Revenue Fund (Charter High School
Fund) to account for all revenues and expenditures associated with the Charter High
School.
6.3 Funding For Charter High School Costs and Expenses. The CITY
shall provide funds, in amounts substantially in conformance with the agreed upon and City
Commission approved budget and Charter School Application, to cover costs and
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expenses associated with the planning and development of the Charter High School,which
costs and expenses shall include, startup funding and FF&E and CSUSA Fees. It is
understood by CSUSA and the CITY, that any and all funds expended by the CITY pursuant
to this Section, including professional services contract fees and other out-of-pocket costs
and expenses, shall be reimbursed to the CITY from Charter High School revenues and/or
startup grants from the State of Florida. The reimbursement schedule shall be included in
the proposed Charter High School Annual Budget. The CITY shall provide CSUSA with an
estimate of any and all funds expected to be expended by the CITY pursuant to this Section
during the subsequent budget year that would not be generally known to CSUSA; such
estimate shall be included in the proposed Charter High School Annual Budget.
6.4. Procedure for Payment. In order to receive funds from the CITY
pursuant to this Section, CSUSA shall prepare and submit monthly financial statements and
invoices to the City Manager, which shall include the fund(s) for which CSUSA is seeking
payment, and all of the Charter High School's actual expenditures, reported on a modified
cash basis of accounting (including but not limited to all capital expenditures). The City
Manager shall direct payment from the Charter High School Fund to CSUSA for all
approved expenditures within fifteen (15) business days of receipt by the CITY of the
monthly financial statement and invoices. 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 High School expenditures as
determined by a licensed auditor of the CITY, the Chartering Entity, or any Department or
Division of the State of Florida or Federal Government.
6.5 Other Activities. The CITY shall, in a timely manner, provide all
information and perform all other reasonable activities, in support of CSUSA's efforts, as
necessary during the term of this Agreement to have a fully operational Charter High School
for the 2019-2020 school year, subject to Section 4 above.
7. Cooperation. The parties shall, in good faith, share all information received
from the Chartering Entity so as 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 all grant writing,community involvement, responsiveness and response
to compliance to all federal, state, and local rules and regulations,and any otheroperational
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 Charter High School
Application.
9. Management Fees.CSUSA shall be paid an annual Management Fee equal
to $450 per enrolled student. Beginning at the start of second year of this Agreement the
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Management Fee shall be increased or decreased each year by the percentage amount
that the State FTE revenue increases or decreases the preceding year. For purposes of this
Agreement the number of enrolled students shall be equal to Miami-Dade County School
Boards FTE student count used to determine FTE for the High School. The Management
Fee shall be paid to CSUSA in twelve equal payments once the school opens.
9.1 Beginning in the fourth year and every year thereafter of this Agreement,
CSUSA shall also be entitled to an Incentive Fee equal to $150.00 per enrolled student
provided performance measures are met and the City subsidy to the school budget is less
than Two Hundred Dollars ($200,000). The performance measures shall be mutually
developed by both parties in the third year of operations and included as an amendment to
this Agreement. The Incentive Fee shall be paid annually in June of each year beginning in
the fourth year of the operations of the school.
10. Insurance. CSUSA shall maintain comprehensive general liability insurance
in the amount of One Million ($1,000,000) Dollars per occurrence and Two Million
($2,000,000) Dollars in the aggregate for personal injury and property damage, combined
single limit, occurring in connection with the Charter High School. In addition, CSUSA shall
maintain workers compensation and employers' liability insurance in the amount of Fifty
Thousand ($50,000) Dollars or the minimum amount required by law, including Chapter440,
Florida Statutes, whichever amount is higher. CSUSA shall provide proof of insurance to
the City of the types and amounts required by this Agreement, the Charter Application, the
Charter or federal, state or local law, during the term of this Agreement, and shall name the
City and City's officers, agents and employees as additional insured under the general
liability insurance coverage policy. The City intends to provide property insurance coverage
for the real property, buildings and contents, which costs shall be charged to the Charter
High School Fund.
11. Indemnification.
11.1 CSUSA agrees to indemnify, defend with counsel (reasonably
acceptable to the CITY) and hold the CITY, and its respective 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 or its agents, officers and
employees in connection with the Agreement, (b) CSUSA's breach of this Agreement or
law, and/or(c)any failure by CSUSA to pay its suppliers,vendors or contractors. 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 facts or conditions that
occurred prior to such expiration or termination.
11.2 Subject to the provisions and monetary limitations of F.S.768.28, F.S.,
which shall apply regardless of whether said monetary limitations would otherwise apply in
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the absence of this provision, 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 in connection with the
Agreement, (b) the CITY's breach of this Agreement or law, and/or (c) any failure by the
CITY to pay its vendors or contractors. 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 facts or conditions that occurred prior to such expiration or termination.
11.3 Upon becoming aware of the potential for a claim hereunder,the party
seeking indemnification shall notify the other party 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.
11.4 If, within a reasonable amount of time after receipt of notice of a Third
Party Claim, the CITY or CSUSA shall fail to undertake to so defend, the party seeking
indemnification shall have the right, but not the obligation, to defend and to compromise or
settle(exercising reasonable business judgment)the Third Party Claim for the account and
at the risk and expense of the party responsible for indemnification hereunder. Each party
agrees to cooperate and to make available to the other party, such information and
assistance as may be reasonably requested in connection with the defense of a Third Party
Claim.
12. 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:
12.1 Failure to pay any amount due hereunder within thirty (30) days after
written notice that such amount is due; or
12.2 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
12.3 If CSUSA shall under such law as shall be applicable to it commence
any case or proceeding, or file any petition in bankruptcy,or for reorganization,liquidation or
dissolution, or be adjudicated, insolvent or bankrupt, or shall apply to any tribunal for a
receiver, intervenor, conservator or trustee for itself or for any substantial part of its
property; or if there shall be commenced against it any such action and the same shall
remain un-dismissed; or if by any act it shall indicate its consent to, approval of, or
acquiescence in any such proceeding, or the appointment of any receiver, intervener,
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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 tiquidate 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
12.4 Upon the occurrence of an Event of Default, the non-defaulting party
shall be entitled to pursue all remedies available under law or equity, including without
limitation, terminating this Agreement in accordance with Section 13.
13. Termination of this Agreement. This Agreement may be terminated by the
parties as follows:
13.1 Termination with Cause or for Nonperformance. Upon the
occurrence of an Event of Default,the defaulting party shall have an opportunity to cure the
alleged default in 30 days from any notice of default. Thereafter, 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 ten (10) days
prior written notice. If the grounds of termination relate to the serious health, safety or
welfare of students, which present a dangerous risk to students that arise from acts or
omission of either party then after a period to remedy such breach which shall not exceed
ten days, the non-defaulting party may terminate with seven days written notice.
13.1.1 Upon Termination with Cause, the non-defaulting party may
immediately end their performance of obligations or may terminate at the end of the then
current school year 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 High 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.
13.2 Termination without Cause. This Agreement may be terminated
without cause (hereinafter referred to as"Termination without Cause"), as follows:
13.2.1 This Agreement shall terminate at the end of term pursuant to
Section 3, unless terminated earlier in accordance with the provisions of Section 13 or as
otherwise provided for in this Agreement.
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13.2.2 By the CITY, for the failure to receive approval from the
Chartering Entity for the Charter High School Application or the termination of Charter High
School's Charter by the chartering entity.
13.2.3 By the CITY, upon thirty(30)days advanced written notice,due
to a change in federal, state or local law, policy, rule or appropriations during the term of this
Agreement which would materially impact the ability to operate or maintain the Charter High
School. Such changes could include, but not be limited to, a charter school capital outlay
funds appropriation that is less than the current amount provided by the state, or a
modification that would substantially impact the ability to limit the enrollment process to
target the children of residents of the CITY.
14. Transfer of Functions Upon Termination. In recognition of the paramount
importance of maintaining the integrity and continuing development and operation of the
Charter High School, in the event this Agreement is terminated pursuant to Section 13
CSUSA agrees to cooperate with the CITY 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 High 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:
14.1 Assignment of all employees and employment contracts of the Charter
High School and the transfer of employee records to the CITY or an entity selected by the
CITY.
14.2 Transfer of all student records, then current curriculum programs and
class syllabi of the Charter High School (unless the same is proprietary to CSUSA), if any,
to the CITY or an entity selected by the CITY.
14.3 Assignment of all contracts or subcontracts, if any, entered into by
CSUSA for the Charter High School, to the CITY or an entity selected by the CITY, if such
contracts are assignable.
14.4 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
to operate the Charter High School that is not owned by CITY or the Charter High 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 High
School, the CITY shall execute a license agreement with CSUSA for the use of the same
for a reasonable license fee to be negotiated by the parties.
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14.5 Transfer of all property including, but not limited to, furniture, fixtures,
equipment, materials, software and hardware acquired for the Charter High School by the
CITY and purchased by the CITY or through the use of funds designated for the Charter
High School, to the CITY or an entity selected by the CITY.
14.6 The delivery of any and all Public Records in CSUSA's possession to the
CITY or an entity selected by the CITY.
14.7 Transfer of any and all other information owned by the CITY, or
provision of assistance, to ensure the least disruption of the continuing planning, design,
development and operation of the Charter School as a result of the termination of this
Agreement.
14.8 The provisions of Section 14 shall survive the termination of this
Agreement.
15. Entire Agreement. This Agreement represents 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. The City Manager shall act for City hereunder.
16. Assignments. No party shall assign its rights or obligations hereunder
without the prior written consent of the other party to this Agreement,which consent may be
withheld by such party in its sole discretion except as otherwise provided for in this
agreement.
17. 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.
18. Relationship of Parties. The relationship between the parties hereto shall
be solely as set forth herein and neither party shall be deemed to be an employee, agent,
partner, or joint venturer of the other.
19. 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.
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20. 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 laws, ordinances, rules and regulations, to ensure, that the
Charter High School will be fully operational for the 2019-2020 school year, subject to
Section 4 above. 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, include the appropriate time necessary for
submission, consideration and/or approval by the Governing Board.
21. Bindina 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.
22. Notices. All notices and other communications required or permitted under
this Agreement shall be in writing and given by:
22.1 hand delivery;
22.2 registered or certified mail, return receipt requested;
22.3 overnight courier, or
22.4 facsimile to:
If to CSUSA: Charter Schools USA, Inc
B00 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: City Manager
City of Aventura
19200 West Country Club Drive
Aventura, Florida 33180
Fax: (305) 466-8919
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With a copy to: Weiss Serota Helfman Cole & Bierman, P.L.
200 East Broward Blvd.
Suite 1900
Fort Lauderdale, Florida 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:
22.4.1 on the date delivered if by hand delivery or overnight courier,
22.4.2 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
22.4.3 on the date of transmission with confirmed answer if by fax.
23. 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.
24. 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.
25. 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.
26. Outside Business. Nothing contained in this Agreement shall be construed
to restrict or prevent, in any manner, CSUSA or its representatives or principals from
providing services to any third-party similar to the services provided pursuant to this
Agreement.
27. 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
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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.
28. 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:
28.1 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.
28.2 consents to the jurisdiction of each such court in any suit, action, or
proceeding; and
28.3 waive any objection which it may have to the laying of venue of any
such suit, action, or proceeding in any of such courts.
29. 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.
30. 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.
31. Subcontracts CSUSA may 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 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
subcontracts in connection with the performance of the duties, functions, and
responsibilities under this Agreement. CSUSA shall be responsible for the management of
all subcontractors in the performance of their work. If possible, any and all subcontracts
shall include provisions that provide for the assignment of these contracts to the CITY, or
20
an entity of the CITY's selection, should this Agreement with CSUSA be terminated
pursuant to the terms herein.
32. Obtainment of Charter.The CITY and CSUSA will use mutual due diligence
to obtain approval and maintain the Charter from the Chartering Entity for the Charter High
School. In the event the application is not approved by the Chartering Entity or the Charter
is terminated,the CITY shall have the right to terminate this Agreement, in accordance with
Section 13.2.2.
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. Proprietary Information. The CITY agrees that CSUSA shall own all
copyrighted and other proprietary rights to all instructional materials, training materials,
curriculum and lesson plans, or any other materials created and developed by CSUSA, its
employees, agents or subcontractors, or by any individual working for or supervised by
CSUSA, which is developed during working hours or during time for which the individual is
being paid and which is specifically identified by CSUSA in writing as being copyrighted or
proprietary. Notwithstanding the same, in the event of expiration or termination of this
Agreement,the CITY shall have the right to use such materials during the life of the Charter
High School provided the CITY pays a reasonable license fee(based upon the then existing
market value) to CSUSA; however, the CITY shall have no rights to use such materials
beyond the life of the Charter High School. The CITY, to the extent permitted by law, shall
treat all proprietary information as though it were a trade secret and copyrighted and shall
use efforts so as not to disclose, publish, copy, transmit, modify, alter or utilize such
proprietary information during the Term of this Agreement or at any time after its expiration.
36. Sale or Transfer of Interest in CSUSA. This Agreement is made by the
CITY with CSUSA in its current ownership form. No substantial change in ownership or any
other form of control of CSUSA,shall be made without the prior written consent of the CITY,
through the City Manager, which consent shall not be unreasonably withheld.
37. Non-Interference Provision. CSUSA shall be accountable to the City
Manager and the School Advisory Board. Neither the City Commission nor its members
shall give orders or direction to CSUSA, its employees or employees of the School, either
publicly of privately.Any and all recommendations regarding the School by Commissioners
shall be made solely to and through the City Manager.
21
38. Audits. 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
cause 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 High 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.
39. Police/Reaulatory Powers. CITY cannot, and hereby specifically does not,
waive or relinquish any of its regulatory approval or enforcement rights and obligations as it
may relate to regulations of general applicability which may govern the Charter High School
, and any 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]
22
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, FLORIDA
By: By:
Ellisa Horvath, MMC Ron Wasson
City Clerk City Manager
APPROVED AS TO FORM:
By:
City Attorney
WITNESSES: CHARTER SCHOOLS USA at
AVENTURA, LLC.
By:
Signature Jonathan K. Hage, President
Print Name
23
ADDENDUM TO CONTRACT FOR SERVICES
(CITY OF AVENTURA-CSUSA)
THIS ADDENDUM to the contract for the provision of services(the"Contract")is made and entered
into effective as of the_day of , 2019, 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,charter high
school management 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 requirethe
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,RIS
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 orcontrol 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 ClTywitha
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.
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 seven(7)days. All such records
24
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 119.07011211a),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: HORVATHEDCITYOFAVENTURA.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:
President By:
Ron Wasson
City Manager
ATTEST:
City Clerk
25
Approved as to Form and Legal Sufficiency for the
Reliance of City Only:
City Attorney
26
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Traffic Survey (213th Street, V/O DSHS)
Traffic survey for vehicle counts was conducted over a 3-day
period measuring the number of vehicles passing DSHS at the
approximate times of the beginning and ending of school. The
times of 7AM to 8 AM and 2PM to 3 PM were selected to best
correspond to the beginning and dismal times of the high school.
Both east and westbound traffic was recorded to give a basic
number of vehicles operating on the street at those times.
East Bound Traffic: 7AM to 8 AM 161 vehicles
2PM to 3 PM 211 vehicles
West Bound Traffic 7AM to 8 AM 371 vehicles
2PM to 3 PM 367 vehicles
213t' Street Hourly Vehicle Count:
East Bound: West Bound:
Time Vehicle # Time Vehicle #
0000 32/42 0000 30/24
0100 18/21 0100 11/20
0200 9/7 0200 12/11
0300 13/10 0300 13/7
0400 11/8 0400 24/24
0500 35/31 0500 41/39
0600 82/87 0600 111111111F6 0700 389/364
0800 233/230 0800 431/428
0900 226/208 0900 387/391
1000 169/181 1000 369/363
1100 185/201 1100 357/377
1200 230/206 1200 355/354
1300 231/207 1300 344/321
14006226/197 1400 375/352
1500 220/267 1500 419/395
1600 222/227 1600 411/421
1700 252/244 1700 398/378
1800 269/259 1800 334/357
1900 286/248 1900 306/266
2000 236/233 2000 202/208
2100 172/205 2100 149/158
2200 168/130 2200 98/100
2300 80/98 2300 93/58
ACES Private Bus Service
Note: Claudia's Kidz is the only private vendor that currently
drops off in the morning approximately 3 - 5 students each day.
Approximate
Bus Company Phone: Number of
Students
Claudia's Kidz 305-244-8724 10
JCC 754-224-0348 OR 10
305-932-4200
DuSol Gymnastics 305-588-9920 3
J&A VIP 786-246-3900 6
Modern Martial Arts305-542-5546 3
The ACES School does not bus any children under the two-mile
limit. Of the approx. 500 students who are not bussed, only a
handful of them utilize a private bus company for daily
transportation. The cost was $40 dollars per week. The other bus
services are linked to afterschool activities.
STUDENTS PER AVENTURA SCHOOL COMMUNITIES WITHIN THE 0-2 Miles:
AVENTURA LAKES COMMUNITY: 19 (RIGHT ACROSS THE STREET FROM SCHOOL.)
THE POINTE: 6
HARBOR VILLAGE: 9
HARBOR TOWERS: 3
MARINER VILLAGE: 5
WATERWAYS VILLAGE: 4
ISLAND WAY: 4
ENSENADA: 2
ELDORADO TOWERS: 2
THE HAMPTONS: 4
THE TERRACES AT TURNBERRY: 6
DELVISTA: 2
PORTO VIA: 3
COUNTRY CLUB ESTATES: 5
TURNBERRY ON THE GREEN: 4
PARC CENTRAL AVENTURA: 3
MYSTIC POINTE TOWERS: 3
AVENTURA MARINA: 11
CAMDEN AVENTURA APTS: 3
BISCAYNE LAKE GARDENS: 1
VILLA DORADA CONDOS: 7
COLONADO CODNOS: 6
BISCAYA THREE CONDOS: 4
I