Resolution No. 2024-36 Charter Schools USA at Aventura LLC Management Agreement for Don Soffer Aventura High School DSAHS - June 13, 2024 CITY OF AVENTURA RESOLUTION NO. 2024-36
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, AUTHORIZING THE CITY MANAGER TO
EXECUTE THE AMENDED MANAGEMENT AGREEMENT FOR THE
DON SOFFER AVENTURA HIGH SCHOOL BETWEEN THE CITY OF
AVENTURA AND CHARTER SCHOOLS USA, AT AVENTURA LLC;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY
TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the City Commission adopted Resolution 2019-21 approving a
management agreement for the Don Soffer Aventura High School ("DSAHS") between
the City of Aventura and Charter Schools USA, at Aventura LLC ("CSUSA"); and
WHEREAS, the City Commission finds that amending the DSAHS management
agreement establishes uniformity to the greatest extent possible with the terms and
conditions of the management agreement approved for the Aventura City of Excellence
School and is in the best interest and welfare of the residents of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. Each of the above-stated recitals are hereby adopted, confirmed, and
incorporated herein.
Section 2. The City Manager is hereby authorized to execute the attached
amended management agreement for the Don Soffer Aventura High School between the
City of Aventura and Charter Schools USA, at Aventura LLC.
Section 3. The City Manager is authorized to do all things necessary to carry
out the aims of this Resolution.
Section 4. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner Stern, who moved its
adoption. The motion was seconded by Commissioner Bloom, and upon being put to a
vote, the vote was as follows:
Commissioner Amit Bloom Yes
Commissioner Rachel S. Friedland Yes
Commissioner Billy Joel Yes
Commissioner Paul A. Kruss Absent
Commissioner Michael Stern Yes
Vice Mayor Dr. Linda Marks Yes
Mayor Howard S. Weinberg Yes
City of Aventura Resolution No. 2024-36
PASSED AND ADOPTED this 13t" day of June, 2024.
WARD S. WEINBERG, ES
` MAYOR
ATTEST-
ELLISA L. HORVAT MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
ROBERT MEYERS
CITY ATTORNEY
WEISS SEROTA HELFMAN COLE + BIERMAN, P.L.
Page 2 of 2
AMENDED AND RESTATED
MANAGEMENTAGREEMENT
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 11
8. Additional Mutual Obligations 11
9. Financial Arrangements 12
10. Area Administrator of Aventura K-12 System 13
11. Insurance 13
12. Indemnification 13
13. Default 14
14. Termination of this Agreement 15
15. Transfer of Functions Upon Termination 16
16. Entire Agreement 17
17. Assignments 17
18. Further Assurances 17
19. Relationship of Parties 17
20. Interpretations 17
21. Time of the Essence 17
22. Binding Effect 17
23. Notices 17
24. Headings 18
25. Severability 18
26. Waivers 18
27. Outside Business 19
28. Third Parties 19
29. Jurisdiction and Venue 19
30. Enforcement Costs 19
31. Remedies Cumulative 19
32. Subcontracts 19
33. Counterparts 20
34. Governing Law 20
35. Proprietary Information 20
36. Sale or Transfer of Interest in CSUSA 20
37. Non- Interference Provision 20
38. Audits 20
39. Police/Regulatory Powers 21
40. Addendum to Contract for Services 23
MANAGEMENT AGREEMENT
FOR
DON SOFFER AVENTURA HIGH SCHOOL
THIS MANAGEMENT AGREEMENT(the"Agreement")is made and entered into as of
the 13t"day of June, 2024, by and among CHARTER SCHOOLS USA, AT AVENTURA, LLC
(CSUSA), a Florida limited liability company, and CITY OF AVENTURA ("CITY"), a Florida
municipal corporation.
WITNESS ETH:
WHEREAS, CSUSA and the CITY previously entered into a Planning Agreement to assist in the
design and development of a charter school, specifically, the Don Soffer Aventura High School
("High School" or "Charter School") to be located at 3401 N. E. 213th Street, Aventura, Florida;
and
WHEREAS, the City Commission entered into a Management Agreement (hereinafter referred to
as"Agreement")on April 2, 2019 with CSUSA to provide for those services necessary to organize,
manage, staff, operate and maintain the High School upon the termination of the Planning
Agreement; and
WHEREAS, the parties Amended and Restated the Agreement on October 19, 2023; and
WHEREAS, the parties wish to Amend and Restate the Agreement, as restated below, which is
in the best interests of the School, in order to continue to provide stability to the teachers and staff
and update the Agreement to reflect the current operations; now therefore
INCONSIDERATION ofthemutual covenants and undertakings andothergoodand
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 Aareement - 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
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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.
2.5 Effective Date of the Agreement -This Agreement shall become
effective July 1, 2024.
2.6 Services - Those activities which must be performed in connection
with the Charter 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
School in accordance with the terms of this Agreement. The term of this Agreement shall
commence July 1, 2024, and shall continue through June 30, 2029 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 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. Charter School, The Charter School is a High School. 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 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 shallinclude, but are not
limited to, the following areas:
5.1 Education Manaaement
5.1.1 CSUSA shall implement, the education program including the
selection of instructional materials, personnel, equipment, technology and supplies for the
Charter School. The program approved by the City will reflect the CITYs desire for a
rigorous, innovative instructional methods, and a facility design that contemplates an
open, flexible learning environment to facilitate the digital native learning styles of 21s'
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century students. The school is intended to become the premier public school option in
the State 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 School process; (b) develop and refine the curriculum and
Charter 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 School.
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.
5.1.5 CSUSA shall continue to use best efforts for the School to
maintain its "A" rated school according to DOE standard measurement. The School shall
comply with appropriate guidelines and rules regarding class size, if any.
5.2 Operations Manaaement.
5.2.1 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 School
during the term of this Agreement to ensure the efficient operation of the Charter School.
Said contracts shall comply with all applicable Federal, State, local and Chartering Entity
laws, ordinances, rules and regulations.
5.2.2 Manaaement Information Systems. CSUSA shall coordinate
in designing, ordering, purchasing, installing and implementing an MIS system consistent
with the Charter 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 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
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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 School's web
site. The CITY shall have the right to link the Charter School's web site to the CITY's website.
5.2.3 Facilities Development and Construction Oversiaht.
Implementing CSUSA's unique and significant experience, CSUSA management services
shall also include assistance by CSUSA, and/or any affiliated entity, with the development,
construction oversight of any K-12 charter school facility in the CITY for which CITY controls
such school's charter. The specific development, oversite services include:
5.2.3.1. Oversee the planning and development of the
Charter School facility and in connection therewith shall obtain proposals and engage, or
cause to be engaged, professionals (i.e., contractors, architects, consultants, engineers,
surveyors, etc.) to perform due diligence, entitlement, planning and design work required in
connection with the Project.
5.2.3.2. Assist in obtaining financing for the
redevelopment, development, renovation and construction, as applicable, of the Charter
School facility and in connection therewith agreements may be negotiated and entered into
by CITY for the funding or financing for the redevelopment, development, renovations and
construction, as applicable, anticipated pursuant to the Project.
5.2.3.3. Oversee the development, renovation and
construction, as applicable, of the Charter School facility to ensure that the Project meets the
needs of and is in compliance with the CITY's educational program.
5.2.3.4. Provision of Development Services becomes null
and void should CITY not be able to fund the redevelopment, development, renovations and
construction, as applicable, anticipated in this Agreement.
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 School in accordance with established school budgets.
5.2.5. Cafeteria Manaaement and Food Service. CSUSAshall 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 School's cafeteria which
enables the Charter School to comply with all applicable federal,state,local and Chartering
Entity, laws, ordinances, rules, and regulations, and the Charter, as amended, regarding
the provision of food service to all students attending the Charter School. The costs
associated with such service shall be included in the approved Charter School Annual
Budget and paid for from the Charter School Fund. CS USA shall serve as the Food Service
Sponsor as defined by the Florida Department of Education (DOE) for the purpose of filing
an application with the DOE to participate in the National School Lunch Program (NSLP).
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
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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 School.
5.2.7 Transportation. CSUSA shall be responsible for contracting,
with public or private entities or i ndividuals for the provision of transportation,i n accordance
with the policies established by the Governing Board. Such policies shall include
cameras within buses and such other technology as reasonably required. The costs
associated with such services shall be included in the approved Charter School Annual
Budget and paid for from the Charter School Fund.
5.2.8 Public Relations: Fund Raisina Activities: Leaal and
Leaislative Lobbvina.
6.2.8.1 Public Relations. CSUSA shall coordinate,
cooperate and work with the CITY as to all official public relations for the Charter 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. CSUSA shall exclusively draft
and prepare urgent and emergency communication to Charter School families.
6.2.8.2 Fund Raisina Activities. CSUSA shall be
responsible for fund raising activities on behalf of the Charter School, during the term of
this Agreement, and CSUSA and the CITY shall coordinate and cooperate with such
fund raising efforts.
6.2.8.3 Legal and Legislative Lobbvina. CSUSA in
coordination with the City Managershall 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 School Annual Budget and paid for from the Charter School Fund.
5.2.9 Personnel Administration. CSUSA shall recruit and employ
sufficient qualified personnel to operate the Charter School (as is necessary and
appropriate during the Term of this Agreement),including without limitation,administrators,
teachers, clerical, cafeteria, and other staff to enable CSUSA to operate the Charter
School in conformance with the Charter Application and Charter. Expenses of such
administration shall bein accordance with the approved School budget,consistentwith City
approved education program and the Charter. In the event of a vacancy, CSUSA shall also
recruit qualified personnel for the Charter School Principal. CSUSA shall consult with the
City Manager during the hiring process of any principal for the Charter School. The
CSUSA Area Administrator will also participate in the Principal selection committee. The
parties agree that the Charter School Principal shall be accountable to CSUSA forthe day
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to day operations of the Charter School and for carrying out the mission of the Charter
School, Charter Application and the Charter.The Principal, at all times, shall actin the best
interest ofthe Charter School. CSUSAshall providesuch other personnel as CSUSA, in its
sole judgment, determines is necessary to properly operate the Charter 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
assignability 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 hoursforsuch 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 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 School shall be segregated and separated from all other CSUSA
payroll records and shall be reported in a manner allowing the payroll costs to be traced
directly to the financial expenditures of the Charter School. CSUSA shall deposit such
payroll taxes as may be required by the Internal Revenue Service for the payment of
payroll taxes for the employees referenced herein. All penalties incurred by reason of
late filing, failure to file or failure to pay shall be borne by CSUSA and shall be the sole
obligation and responsibility of CSUSA. CSUSA shall be responsible for submitting
reimbursements to the CITY for CSUSA employees employed at the Charter School in
a form acceptable to both parties.
5.2.11 Student Recruitment Reaistration and Enrollment.
6.2.11.1 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 School, the registration process and
required contractual obligations.
6.2.11.2 CSUSA shall be responsible for conducting
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enrollment and registration process of the Charter School, including but not limited to
processing of applications, and shall ensure that the Charter 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 Statutes,
CSUSA will give preference to children of CITY residents as defined by the CITY.
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, Charter School will give preference to
children of CITY residents as defined by the CITY.
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, lease/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 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.
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 theterm of
this Agreement.CS USA 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.
While the City shall always have the right to subsidize the School in order to support
educational programming and other educational opportunities for its students, it is the intent
of the Parties that the operational subsidy from the City should remain at zero."
5.2.13 Grants. During the term of this Agreement, CSUSA shall
actively and aggressively pursue grants and otherfunding sources and resources subjectto
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
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money in the name of the other party. The CITY and CSUSA shall comply with each other's
reasonable requests for information necessary for the preparation of grant applications.
6.2.14 Accountina. Budaetina & Financial Reoortina. 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.
6.2.16 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 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.
6.2.16 Trainina and Professional Develooment CSUSA shall be
responsible for the training, continuing education and on-going professional developmentof
its educational faculty, including principal, administrators and teachers associated with
the Charter School.
6.2.17 Provision of Liaison Services. CSUSA shall designate a
member of senior management personnel to be the point of contact for any and all Charter
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
Citystaff and attend CharterSchool Advisory Board meetings and requested meetings ofthe
Governing Board, when requested by the City Manager. CSUSA shall support the
Charter School Advisory Board meetings and present any necessary reports to or for the
Governing Board and School Advisory Board.
6.2.18 Facility Maintenance. CSUSA shall be responsible for
custodial services and ordinary repair and maintenance concerning the day-to-day operation
of the Charter School, and shall be responsible for all other repair and maintenance,
including but not limited to grounds maintenance and maintenance of the physical plant.
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The costs associated with the Custodial and Day-to-Day Maintenances hall be included in
the Charter School Annual Budget and paid for from the Charter School Fund. The CITY
reserves the right to use the School facilities for educational and recreational purposes
when such facilities are not in use by the Charter School. CITY will coordinate with CSUSA
to ensure that no scheduling conflicts arise in the use of the School facilities. The School
may use other City facilities when available and shall coordinate use with the City.
6.2.19 Coordination with the Chartering Entity. CSUSA shall be
responsible for coordinating any and all activities of the Charter School with the requirements
of the Chartering Entity and for complying with all reasonable requests of the Chartering
Entity regarding the Charter School.
6.2.20 Monthly Reports. CSUSA shall submit monthly written reports
detailing the progress and achievements of the prior month's activities to the City Manager.
Reports shall be submitted 20 days after the end of the preceding month.
6.2.21 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 theterm of this Agreement,
and be responsible for ensuring that the Charter School complies with all applicable laws,
ordinances, rules and regulations.
6.2.22 Records Retention: Public Records. CSUSA shall provide,
protect, preserve,and maintain all books, records and related documents oforaffecting the
Charter 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. I n 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.
6.2.23 Parent Activities. CSUSA shall coordinate and oversee all
organized parental involvement including the required participation of parents of children
enrolled in the Charter School. In addition, CSUSA shall establish and work with any
approved parent -teacher organizations for the purpose of furthering the goals of the
Charter School.
6. Responsibilities of the City. The CITY shall be responsible for the following:
6.1 City Manager. City Manager shall have general oversight over CSUSA
operations and shall work with CSUSA to continually address and support the ongoing
success of the Charter School
6.2 Maintenance of Charter. The CITY shall do, or cause to be done, all
things necessary to ensure that all legal requirements applicable to the CITY, and all such
conditions as may have been imposed on the CITY by the Chartering Entity, are fully
complied with at all times. If the CITY or CSUSA shall at any time receive notice from any
public authority or other person that the Charter School is or may be in violation of the
Charter,the rules of the Chartering Entity or any provision of any applicable law or regulation,
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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.
6.3 The Charter Special Revenue Fund. The City shall maintain a Charter
Special Revenue Fund (Charter School Fund) to account for all revenues and expenditures
associated with the Charter School.
6.4 Fundina For Charter 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 expenses
associated with the operation of the Charter School.
6.5 Procedure for Payment. In order to receive funds from the CITY
pursuant tothisSection,CSUSAshall prepareand 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 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 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 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.
6.6 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.
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 Obliaations. 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 other operational
activities or functions occasioned by the relationship set forth in this Agreement in a
concerted effort to meet the goals and objectives established in the Charter School
Application.
9. Financial Arranaements.
9.1 Revenues. Except as hereinafter provided, all monies received by the
CITY shall be deposited in the Charter School's depository account with a financial institution
acceptable to the CITY and CSUSA. The signatories on the account shall only be the City
Manager or designee, or CSUSA employees designated by CSUSA . Interest income earned
on Charter School depository accounts shall accrue to the Charter School. Except as
specifically excluded by the terms of this Agreement, the term
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"Revenues"shall include all funds received by or on behalf of the Charter School, including
but not limited to:
9.1.1 Funding for public school students enrolled in the Charter
School.
9.1.2 Special education funding provided by Federal, State and Local
Governments to the Charter School that is directly allocable to special education students in
the Charter School.
9.1.3 Gifted and Talented funding provided by Federal, State and
Local Governments that is directly allocable to Gifted and Talented students in the Charter
School.
9.1.4 At-Risk Funding provided by Federal, State and Local
Governments to the Charter School that is directly allocable to At-Risk students in the Charter
School.
9.1.5 Funding provided by Federal, State and Local Governments to
the Charter School that is directly allocable to students in the Charter School with limited
English proficiency.
9.1.6 Federal, State and Local grant sources, including Title I and
Charter School start-up funds, which is directly allocable to the Charter School.
9.1.7 Grants and donations received by the Charter School (except
to the extent CSUSA is not required or involved in soliciting, administering, or managing such
grants and/or donations).
9.1.8 Fees charged to students and others for extra services as and
to the extent permitted by law (all of the above are hereinafter collectively referred to as the
"Revenues").
The Revenues shall be expended by CSUSA in accordance with the approved Budget and
as otherwise authorized by the City. The expenditure of Revenues received from
governmental entities shall be consistent with all applicable regulations and policies, and in
the case of private donations, the directives of the donor where applicable.
9.2 Manaaement Fee. CSUSA shall be paid an annual Management Fee
equal to six (6%) percent of Revenue, as defined in 9.1 above, for the 2024-2025 school
year; eight (8%) of Revenue for the 2025-2026 school year and ten (10%) percent of
Revenue, as defined herein, beginning the 2026-2027 school year and thereafter, through
the Term of the agreement. The Fee shall be payable monthly in arrears in substantially equal
monthly installments during such year.
9.3 3 Develooment Services. In the event the CITY develops a third school
site and an associated development and construction budget then CSUSA shall be paid by
CITY an amount equal to Five Percent (5%) of the total development costs of the Project for
services provided herein in paragraph 5.2.3. CSUSA shall also be reimbursed for Pre-
construction Expenses incurred. The Development Services Fee and pre-construction
expenses shall be paid by CITY to CSUSA directly from the financing or other legally
available funds of CITY, in lump sum, upon substantial
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completion of the Project; provided, however, CITY shall only be required to pay CSUSA
the Fee and pre-construction expenses to the extent that there are sufficient funds from the
financing or other legally available funds of CITY to provide for the payment of the Fee and
pre-construction expenses.
10. Area Administrator of Aventura K-12 System. As the CITY operates, via
CSUSA management, the Charter School and Aventura City of Excellence charter school,
CSUSA shall employ a full-time system leader for the Aventura K-12 charter school system
beginning the 2025-2026 school year. The Area Administrator will report to CSUSA with input
from the City Manager regarding overall performance and city meetings. The Area
Administrator will be paid by CSUSA from its Management Fee.
11. 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 School. In addition, CSUSA shall
maintain workers compensation and employers' liability insurance in the amount of Fifty
Thousand($50,000)Dollars ortheminimum amount required bylaw,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 i nsu rance coverage
for the real property, buildings and contents, which costs shall be charged to the Charter
School Fund.
12. Indemnification.
12.1 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.
12.2 Subject tothe provisions and monetary limitations ofF.S.768.28,F.S.,
which shall apply regardless ofwhethersaid monetary limitations would otherwise apply in
the absence of this prov1s1on, 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
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claims based on facts or conditions that occurred prior to such expiration or termination.
12.3 Upon becoming aware of the potential for aclaim 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.
12.4 If, within a reasonable amount of time after receipt of notice ofaThird
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 businessjudgment)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 aThird Party
Claim.
13. Default. A default shall be deemed to have occurred for certain events or
conditions(each, an "Event of Default"),which include, but are not limited tothefollowing:
13.1 Failure to pay any amount due hereunder within thirty(30) days after
written notice that such amount is due; or
13.2 Failureto remedy a material breach of this Agreement, including, but
not limited to,a default in the due and punctual observance or performance of any provision
contained herein, within thirty (30) days after written notice to the defaulting party;or
13.3 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, conservator or trustee for
it or any substantial part of its property or shall suffer any of the same to continue
undischarged; or if it shall become subject to any intervention whatsoever that shall deprive
it of the management of the aggregate of its property or any substantial part thereof; or if it
shall wind up or liquidate its affairs or there shall be issued a warrant of attachment,
execution, or similar process against any substantial part of its property, and such warrant,
execution or process shall remain un-dismissed, unbounded or undischarged for a period of
ninety (90) days, this Agreement shall be deemed immediately terminated upon the
occurrence of such event; or
13.4 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 14.
14. Termination of this Agreement. This Agreement may be terminated by the
parties as follows:
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14.1 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.
14.1.1 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 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.
14.2 Termination without Cause. This Agreement may be terminated
without cause (hereinafter referred to as "Termination without Cause"), as follows:
14.2.1 This Agreement shall terminate at the end of term pursuant to
Section 3, unless terminated earlier in accordance with the provisions of Section 14 or as
otherwise provided for in this Agreement.
14.2.2 By the CITY, for the termination of Charter School's Charter
by the chartering entity.
14.2.3 Bythe 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
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.
15. Transfer of Functions Upon Termination. In recognition of the paramount
importance of maintaining the integrity and continuing development and operation of the
Charter School, in the event this Agreement is terminated pursuant to Section 14
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 School (to the extent such documents are owned
by the CITY) from CSUSA to the CITY or an entity selected by the CITY. Such
cooperation shall include, but is not limited, to:
15.1 Assignment of all employees and employment contracts of the Charter
School and the transfer of employee records to the CITY or an entity selected by the CITY.
15.2 Transfer of all student records, then current curriculum programs and
15
class syllabi of the Charter School (unless the same is proprietary to CSUSA), if any, to
the CITY or an entity selected by the CITY.
15.3 Assignment of all contracts or subcontracts, if any, entered into by
CSUSA for the Charter School, to the CITY or an entity selected by the CITY, if such
contracts are assignable.
15.4 CSUSA shall provide the CITY, or an entity selected by the CITY, all
hardware, software, business applications and other intellectual property (with password
and configuration information)purchased by CITY. If CSUSA uses software or applications
to operate the Charter School that is not owned by CITY or the Charter School, the CITY,
at its sole option, may continue to use such software or applications. If the CITY elects to
continue to utilize CSUSA software or applications to operate the Charter School, the
CITY shall execute a license agreement with CSUSA for the use of the same for a
reasonable license fee to be negotiated by the parties.
15.5 Transfer of all property including, but not limited to,furniture, fixtures,
equipment, materials,software and hardware acquired for the Charter School by the CITY
and purchased by the CITY or through the use of funds designated for the Charter
School, to the CITY or an entity selected by the CITY.
15.6 The delivery of any and all Public Records in CSUSA's possession to the
CITY or an entity selected by the CITY.
15.7 Transfer of any and all other information owned by the CITY, or
provision of assistance, to ensure the least disruption of the continuing planning, design,
development and operation of the Charter School as a result of the termination of this
Agreement.
15.8 The provisions of Section 14 shall survive the termination of this
Agreement.
16. EntireAareement.ThisAgreement represents theentire 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.
17. 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.
18. Further Assurances. The parties hereby agree from time to time to execute
and deliver such further and other assurances, assignments and documents and do all
matters and things that may be convenient or necessary to more effectively and completely
carry out the intentions of this Agreement.
19. Relationship of Parties. The relationship between the parties hereto shall be
solely as set forth herein and neither party shall be deemed to be an employee, agent,
partner, or joint venturer of the other.
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20. Interoretations. This Agreement shall not be construed more strictly against
one party than against the other merely because it may have been prepared by counsel for
one of the parties, it being recognized that both parties have contributed substantially and
materially to its preparation.
21. Time of the Essence. Time of performance by either party of each and every
provision or covenant herein contained is of the essence of this Agreement. CSUSA shall
be responsible for ensuring the timely performance of all activities and responsibilities
required during the term of this Agreement, including the production of documents, in
compliance with all applicable laws, ordinances, rules and regulations. 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 City Commission.
22. 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.
23. Notices.All notices and other communications required or permitted under
this Agreement shall be in writing and given by:
23.1 hand delivery;
23.2 registered or certified mail, return receipt requested;
23.3 overnight courier, or
23.4 facsimile to:
If to CSUSA: Charter Schools USA, at Aventura High School,
LLC
800 Corporate Drive, Suite 700
Fort Lauderdale, Florida 33334
Attention: Mr. Jonathan K. Hage, President
Fax: (954) 202-2047
With a copy to: Edward J. Pozzuoli, Esq.
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
With a copy to: Robert Meyers, Esq.
Weiss Serota Helfman Cole + Bierman
17
2255 Glades Rd Ste 200-E
Boca Raton, FL 33431-8571
Fax: (954) 764-7700
or to such other address as any party may designate by notice complying with the terms
of this Section. Each such notice shall be deemed delivered:
23.4.1 on the date delivered if by hand delivery or overnight courier,
23.4.2 on the date upon which the return receipt is signed or delivery is
refused or the notice is designated by the postal authorities as not deliverable, as the case
may be, if mailed; and
23.4.3 on the date of transmission with confirmed answer if by fax.
24. Headinas. 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.
26. Severability. If any part of this Agreement or any other agreement entered
into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or
regulation, such provision shall be inapplicable and deemed omitted to the extent so
contrary,prohibited or invalid,but the remainder hereof shall not be invalidated thereby and
shall be given full force and effect so far as possible.
26. Waivers. The failure or delay of any party at any time to enforce this
Agreement shall not affect such party's right to enforce this Agreement at any other time.
Any waiver by any party of any breach of any provision of this Agreement shall not be
construed as awaiverofany continuing orsucceeding breach of such provision,awaiverof
the provision itself, or a waiver of any right, power, or remedy under this Agreement. No
notice to or demand on any party in any case shall entitle such party to any other or further
notice or demand in any other circumstance.
27. Outside Business. Nothing contained in this Agreement shall be construed
to restrict or prevent, in any manner, CSUSA or its representatives or principals from
providing services to any third-party similar to the services provided pursuant to this
Agreement.
28. Third Parties. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies on any person other than the parties hereto and
their respective legal representatives,successors, and permitted assigns,noris anything in
this Agreement intended to relieve or discharge the obligation or liability of any third person
to any party to this Agreement, nor shall any provision give any third person any right to
subrogation or action over or against any party to this Agreement.
29. Jurisdiction and Venue. Theparties 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 orvenue of any otherfederal orstate courts, each of the parties irrevocably and
unconditionally:
18
29.1 agree that any suit, action or legal proceeding arising out of or relating
to this Agreement may be brought in the courts of record of the State of Florida in Miami -
Dade County or the court of the United States, Southern District of Florida in Miami -Dade
County.
29.2 consent to the jurisdiction of each such court in any suit, action, or
proceeding; and
29.3 waive any objection which it may have to the laying of venue of any
such suit, action, or proceeding in any of such courts.
30. Enforcement Costs. Intheevent of any controversy arising underorrelating
to the interpretation or implementation of this Agreement or any breach thereof, the
prevailing party shall be entitled to recover all court costs, expenses, and reasonable
attorneys' fees (including, without limitation, all pre-trial, trial and appellate proceedings)
incurred in that action or proceeding, in addition to any other relief to which such party or
parties may be entitled.
31. Remedies Cumulative. No remedy herein conferred upon any party is
intended to be exclusive of any other remedy, and each and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law, in equity, by statute or otherwise. No single or partial exercise by
any party of any right, power, or remedy hereunder shall preclude any other or further
exercise thereof.
32. 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 underthisAgreement. CSUSAshallberesponsibleforthe 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 an entity of the CITY's selection, should this Agreement with CSUSA be terminated
pursuant to the terms herein.
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
19
Agreement, the CITY shall have the right to use such materials during the life of the Charter
School provided the CITY pays a reasonable license fee (based upon the then existing
market value) to CSUSA; however, the CITY shall have no rights to use such materials
beyond the life of the Charter School. 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.
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 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 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]
20
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
y By:
Ellisa L. Horvath, MMC Ronald . asson
City Clerk City Ma ger
APPROVED AS TO FORM:
By: S
Robert Meyers
City Attorney
Weiss Serota Helfman Cole + Bierman
CHARTER SCHOOLS USA, AT AVENTURA, LLC
WITNESS:
By:
Signature Jonathan K. Hage, President
Print Name
21
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 131" day of June, 2024 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, AT AVENTURA, LLC
("CSUSA") (the "Contractor").
WITNESSETH
WHEREAS the City and Contractor previously entered into a Contract for professional,
charter 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
require the Contractor to comply with the Public Records Act; and
WHEREAS, upon City's request, the Contractor desires to assure the City of Contractor's
compliance with the Public Records Act.
NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN
CONTAINEDAND OTHER GOOD AN D VALUABLE CONSIDERATION,THE RECEIPT OF WHICH IS
HEREBY ACKNOWLEDGED, ITIS HEREBY AGREED BY CITY AND CONTRACTOR, AS FOLLOWS:
(1) Recitals. The above stated recitals are hereby adopted and confirmed.
(2) Public Records Act Compliance.
a. CONTRACTOR agrees to keep and maintain public records in CONTRACTOR's
possession or control in connection with CONTRACTOR's performance under this
Agreement. CONTRACTOR additionally agrees to comply specifically with the
provisions of Section 119.0701, Florida Statutes. CONTRACTOR shall ensure that
public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed, except as authorized by law, for the
duration of the Agreement, and following completion of the Agreement until the
records are transferred to the CITY.
b. Upon request from the CITY custodian of public records, CONTRACTOR shall
provide the CITY with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the
cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law.
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 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
22
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. 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: HORVATHEna CITYOFAVENTURA.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.
[SIGNATURES APPEAR ON THE NEXT PAGE]
23
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.
ATTEST: CITY OF AVENTURA, FLORIDA
By:_ 7�"Lvwf�--
Ellisa L. Horvath, MMC Ronald asson
City Clerk • City Ma ger
APPROVED AS TO FORM:
Robert Meyers
City Attorney
Weiss Serota Helfman Cole + Bierman
CHARTER SCHOOLS USA, AT AVENTURA, LLC
WITNESS:
By:
Signature Jonathan K. Hage, President
Print Name
24